Kimberly-Clark (KMB) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A25 rewritten121 added11 removed166 unchanged
All filing items867 rewritten790 added398 removed1,647 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 13 new, 1 reworded and 13 unchanged since FY2024. 2 headings from FY2024 no longer appear.
- Sentence by sentence, 790 added, 398 removed, 867 rewritten and 1,647 unchanged across 21 items that differ.
New Item 1A headings (13)
- Our engagement in business development activities, including acquisitions or divestitures of product lines or businesses, could impact our business, consolidated financial condition, results of operations or liquidity.
- K-C stockholders and Kenvue stockholders, in each case as of immediately prior to the mergers, will have reduced ownership in the combined company and less influence over management.
- The mergers may not be completed and the Merger Agreement may be terminated in accordance with its terms.
- Failure to complete the mergers, or a delay in the closing of the mergers, could negatively impact our business, results of operations, financial condition and stock price.
- Litigation relating to the mergers could result in an injunction delaying or preventing the closing of the mergers and/or substantial costs or otherwise negatively affect our business and operations.
- We will continue to incur substantial transaction-related costs in connection with the mergers.
- If the mergers are completed, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the mergers, which could adversely affect the value of the common stock held by our stockholders.
- The market price of our common stock will continue to fluctuate after the mergers.
- The market price of our common stock after the closing of the mergers may be affected by factors different from those that historically have affected or currently affect our common stock or Kenvue common stock.
- The failure to integrate the businesses and operations of K-C and Kenvue successfully in the expected time frame may adversely affect the future results of the combined company.
- The mergers may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties and may result in the termination of existing contracts.
- The indebtedness of the combined company following consummation of the mergers will be substantially greater than K-C’s indebtedness on a standalone basis and greater than the combined indebtedness of K-C and Kenvue, in each case, existing prior to the announcement of the Merger Agreement. The indebtedness of the combined company could adversely affect its business flexibility.
- We may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to our results of operations in the future.
Removed Item 1A headings (2)
- We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and cash flows.
- We may acquire or divest product lines or businesses, which could impact our results.
Reworded Item 1A headings (1)
- Our international operations are subject to foreign market risks, including changes in foreign currency exchange rates, currency
[removed: restrictions and][added: restrictions,] political, social and economic instability, [added: and the imposition of increased or new tariffs,] which may adversely affect our financial results.
A heading is new when no FY2024 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 FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
25 rewritten, 121 added, 11 removed, 166 unchanged
Increases in the cost and availability of raw materials, including pulp and petroleum-based materials, the cost of energy, transportation and other necessary services, supplier constraints, supplier consolidation which could limit our sources of supply for these items, an inability to maintain favorable supplier arrangements and [removed: relations] [added: relations, the impact of health pandemics] or an inability to avoid disruptions in production output could have an adverse effect on our financial results.
| | | | [removed: 5] [added: 6] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
These systems include, but are not limited to, programs and processes relating to internal communications and communicating with customers, consumers, vendors, investors and other parties; ordering and managing materials from suppliers; converting materials to finished products; receiving and processing purchase orders and shipping products to customers; processing transactions; storing, processing and transmitting data, including personal confidential information and payment card industry data; supporting employee data processing for our global workforce; hosting, processing and [removed: sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and tax requirements.]
These laws and regulations change frequently, and new legislation continues to be introduced and may be interpreted and applied differently from [added: jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.]
| | | | [removed: 6] [added: 7] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[removed: System upgrades take time, require oversight and] may be costly, and pose several challenges, including training of personnel, communication of new rules and procedures, migration of data, increased risk of security breaches, and the potential instability of the new system.
Our international operations are subject to foreign market risks, including changes in foreign currency exchange rates, currency [removed: restrictions and] [added: restrictions,] political, social and economic instability, [added: and the imposition of increased or new tariffs,] which may adversely affect our financial results.
Risks related to political instabilities and hostilities (including the [removed: wars] [added: war] in [removed: Ukraine and Israel),] [added: Ukraine),] expropriation, new or revised legal or regulatory constraints, difficulties in enforcing contractual and intellectual property rights, and potentially adverse tax consequences could adversely affect our financial results.
| | | | [removed: 7] [added: 8] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[added: In addition,] we expect ongoing cost savings from our continuous improvement activities.
[removed: 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 inability to address adverse publicity or other issues, including with respect to product safety, quality, efficacy, environmental impacts (including packaging, energy and water use and waste management), substances and ingredients of potential concern, [removed: inclusion, equity] [added: inclusion] and [removed: diversity,] [added: belonging,] human rights and other social responsibility or similar matters, or breaches of consumer, customer, supplier, employee or other confidential information, real or perceived, could negatively impact sentiment towards us and our products and brands, and our business and financial results could suffer.
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 [removed: wars] [added: war] in [removed: Ukraine and Israel),] [added: Ukraine),] governmental regulatory requirements or nongovernmental voluntary actions in response to global climate change or other concerns regarding the sustainability of our business, which could disrupt our supply chain and impair our ability to manufacture or sell our products.
| | | | [removed: 8] [added: 9] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[removed: Acquisitions] [added: Such activities] involve numerous risks, including [added: risk of litigation or regulatory actions, unexpected costs or expenses,] difficulties in the assimilation of the operations, technologies, services and products of [removed: the] acquired product lines or businesses, estimation and assumption of liabilities and contingencies, [added: business disruption during the pendency of or following the proposed transaction,] personnel turnover and the diversion of management's attention from other business concerns.
We may be unable to [removed: successfully integrate and manage product lines or businesses that we may acquire in the future, or be unable to] achieve anticipated benefits or cost savings from [removed: acquisitions] [added: business development activities] in the timeframe we anticipate, or at all.
[removed: These divestitures] [added: Divestitures] may adversely impact our results if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested products or businesses, or mitigate overhead costs allocated to those businesses.
Furthermore, [removed: the] divestitures could adversely affect our ongoing business operations, including by enhancing our competitors' positions or reducing consumer confidence in our ongoing brands and products.
The inability to effectively and efficiently manage [added: business development activities, including] acquisitions and [removed: divestitures] [added: divestitures,] with the results we expect or in the timeframe we anticipate could adversely affect our business, consolidated financial condition, results of operations or liquidity.
| | | | [removed: 9] [added: 10] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| | | | [removed: 10] [added: 11] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[added: 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.
Demand for our products may change based on many factors, including shifting consumer purchasing patterns to lower cost options such as private-label products and mid to lower-tier value products, low birth rates in certain countries due to slow economic growth or other factors, negative customer or consumer response to pricing actions, consumer shifts in distribution from traditional retailers to e-tailers, subscription services and direct to consumer businesses, changing consumer preferences due to increased concerns in regard to post-consumer waste and packaging [removed: materials and their impact on environmental sustainability, or other changes in consumer trends or habits.]
Our business is subject to the risk of litigation involving customers, consumers, suppliers, competitors, shareholders, government agencies or others through private actions, class [added: actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation.]
| | | | [removed: 11] [added: 12] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and tax requirements.
System upgrades take time, require oversight and
Consistent with the humanitarian nature of our products, we
Our engagement in business development activities, including acquisitions or divestitures of product lines or businesses, could impact our business, consolidated financial condition, results of operations or liquidity.
We have pursued, and expect to continue to pursue, various business development activities, including joint ventures, equity investments, licensing agreements and acquisitions or divestitures of product lines or businesses.
Such activities may affect the ability of the Company to maintain relationships with customers, suppliers, employees, stockholders and others.
We may be unable to successfully integrate and manage product lines or businesses that we acquire.
materials and their impact on environmental sustainability, the impact of health pandemics or other changes in consumer trends or habits.
Risks Relating to the Pending Mergers with Kenvue
K-C stockholders and Kenvue stockholders, in each case as of immediately prior to the mergers, will have reduced ownership in the combined company and less influence over management.
We anticipate issuing approximately 280 million shares of common stock pursuant to the Merger Agreement.
The actual number of shares of common stock to be issued pursuant to the Merger Agreement will be determined at the closing of the mergers based on the number of shares of Kenvue common stock outstanding immediately prior to the first merger.
The issuance of these new shares could have the effect of depressing the market price of our common stock, through dilution of earnings per share or otherwise.
Any dilution of, or delay of any accretion to, our earnings per share could cause the price of our common stock to decline or increase at a reduced rate.
Immediately after the closing of the mergers, it is expected that K-C stockholders as of immediately prior to the mergers will own approximately 54%, and Kenvue stockholders as of immediately prior to the mergers will own approximately 46%, of the issued and outstanding shares of K-C common stock, in each case calculated based on the fully diluted market capitalizations of K-C and Kenvue as of the date of signing of the Merger Agreement.
As a result, current K-C stockholders and current Kenvue stockholders will have less influence on the management and policies of the combined company than they currently have on the management and policies of K-C and Kenvue, respectively.
The mergers may not be completed and the Merger Agreement may be terminated in accordance with its terms.
The mergers are subject to a number of conditions that must be satisfied or waived prior to the closing of the mergers, including, among other things, (i) the receipt of regulatory approvals, (ii) the absence of any legal restraint in effect that would prevent, make illegal, enjoin or prohibit the consummation of the mergers, (iii) the truth and accuracy of the representations and warranties made as of the date the Merger Agreement was entered into and as of the date the mergers are completed, subject to materiality standards, and (iv) the performance by all parties to the Merger Agreement in all material respects of all obligations required to be performed at or prior to closing.
These conditions to the consummation of the mergers may not be satisfied or waived in a timely manner or at all, and, accordingly, the mergers may be delayed or may not be completed.
In addition, if the first merger is not completed by November 2, 2026 (subject to automatic extension to the extent the only conditions not satisfied are those related to certain regulatory approvals or the absence of a legal restraint prohibiting the closing), either K-C or Kenvue may choose not to proceed with the mergers by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval.
In addition, K-C and Kenvue may elect to terminate the Merger Agreement in certain other circumstances, including, among other things, (i) failing to cure the breach of a representation, warranty or
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 13 | | | KIMBERLY-CLARK CORPORATION *- 2025 Annual Report* | | |
covenant without which a closing condition would not be satisfied, or (ii) a final and non-appealable legal restraint enjoining or otherwise prohibiting the consummation of the mergers.
Failure to complete the mergers, or a delay in the closing of the mergers, could negatively impact our business, results of operations, financial condition and stock price.
The Merger Agreement is subject to a number of conditions that must be fulfilled to complete the mergers.
Those conditions include, among others, certain regulatory approvals.
A number of the conditions are not within our control and may prevent, delay or otherwise materially adversely affect the closing of the mergers.
We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise, and cannot assure you that we will be able to timely complete the mergers as currently contemplated under the Merger Agreement or at all.
Our business, results of operations, financial condition or stock price could be adversely affected, potentially in a material way, by the failure to complete the mergers, or by a delay in the closing of the mergers, and we or Kenvue may suffer consequences that could adversely affect their business, results of operations, financial condition and stock price, including the following:
- We may not realize any or all of the potential benefits of the mergers, including any synergies that could result from combining its financial and business resources with those of Kenvue;
- Matters relating to the mergers will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company;
- We have incurred and will incur further substantial expenses in connection with the mergers, including financial advisory, legal, accounting, consulting and other advisory fees, severance/retention employee benefit-related costs and other regulatory fees and other costs relating to the mergers regardless of whether the mergers are completed;
- We may be subject to legal proceedings related to the potential delay of, or failure to complete, the mergers;
- We may experience disruption to our business resulting from the pendency of the mergers, including adverse changes in relationships with, or loss of, customers, business partners and employees, which may not be reversible and may continue or even intensify in the event the mergers are delayed or not completed;
- We may experience negative reactions to the mergers, including if the mergers are not completed, from the financial markets, including negative impacts on the market price of our common stock; and
- Under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the mergers, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if not subject to these restrictions.
In addition to the above risks, if the Merger Agreement is terminated under specified circumstances, either K-C or Kenvue may be required to pay the other a termination fee of $1.136 billion if (i) Kenvue or K-C, as applicable, terminates the Merger Agreement because the K-C board or Kenvue board of directors, as applicable, made an adverse recommendation change or (ii) the Merger Agreement is terminated after the outside date or because of a terminable breach including a K-C or Kenvue takeover proposal, as applicable (made or publicly announced prior to termination or entered into within twelve months of such termination).
Litigation relating to the mergers could result in an injunction delaying or preventing the closing of the mergers and/or substantial costs or otherwise negatively affect our business and operations.
jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.
In addition,
We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and cash flows.
Our business and financial results may be negatively impacted by health epidemics, pandemics and similar outbreaks.
The COVID-19 pandemic has had and could continue to have negative impacts on our business, including causing significant volatility in demand for our products, changes in consumer behavior and preference, disruptions in our manufacturing and supply chain operations, disruptions to our cost saving programs, limitations on our employees’ ability to work and travel, significant changes in the economic or political conditions in markets in which we operate and related currency and commodity volatility.
Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain its spread and mitigate its public health effects.
We may acquire or divest product lines or businesses, which could impact our results.
We may pursue acquisitions of product lines or businesses from third parties.
We may periodically divest product lines or businesses.
In addition, foreign governments may decide to
actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation.
An excerpt. Shown here: all 25 rewritten, 40 of 121 added and all 11 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
142 rewritten, 140 added, 143 removed, 258 unchanged
For a discussion [removed: that compares] [added: of] our [removed: consolidated 2023] results [removed: to 2022,] [added: comparing the years ended December 31, 2024 and 2023,] see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2023] [added: 2024] Annual Report on Form [removed: 10-K.][added: 10-K, as revised by our Current Report on Form 8-K filed December 4, 2025 to reflect the presentation of our IFP Business as discontinued operations.]
- Overview of Business [added: and Recent Developments]
- Results of Operations [removed: and Related Information]
| | | | [removed: 17] [added: 23] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
We [removed: are a global company focused on delivering products and solutions that provide better care for a better world, with] [added: have] manufacturing facilities in 30 countries, including our equity affiliates, and products sold in more than 175 countries and territories.
Our products are sold under [removed: well-known] [added: well-known, trusted] brands such as Kleenex, Scott, Huggies, Pull-Ups, Kotex and Depend.
- grow our portfolio of brands through [added: consumer-centric and science-based] innovation, category development and commercial execution;
- leverage our cost and financial discipline to fund [added: durable] growth and improve margins; and
[removed: On March 27, 2024, we announced the] [added: The] 2024 Transformation Initiative [added: is] designed to sharpen our strategic focus through a new operating model [added: and strategy] that leverages three synergistic [removed: forces:][added: pillars:]
- Accelerating pioneering innovation to capture significant growth available in our [added: product] categories by investing in [removed: science] [added: science-based] and [added: proprietary] technology to [removed: satisfy] [added: solve] unmet and evolving consumer [removed: needs;][added: needs, and delivering breakthrough storytelling to drive category participation and brand love;]
- Optimizing our margin structure to deliver superior consumer propositions [added: at every rung of the good, better, best ladder,] 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
[removed: The 2024 Transformation Initiative is intended to improve] [added: As we execute] our [removed: focus on growth and] [added: strategy, we will] 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.
Cash costs are expected to be approximately [removed: half] [added: 60%] of that amount, primarily related to workforce [removed: reductions.][added: reductions and other program costs.]
For the [removed: year] [added: years] ended December 31, [added: 2025 and] 2024, total 2024 Transformation Initiative charges were [added: $351 pre-tax ($295 after-tax) and] $457 pre-tax ($339 [removed: after-tax).][added: after-tax), respectively.]
| | | | [removed: 18] [added: 24] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[removed: These segments] [added: Segments] are described in greater detail in Item 8, Note [removed: 15] [added: 16] to the [removed: consolidated financial statements.][added: Consolidated Financial Statements.]
[added: Completed] Acquisition and Divestiture Activity
On July 1, 2024, we completed the sale transaction [removed: that was announced on April 7, 2024,] of our personal protective equipment ("PPE") business for total consideration of [removed: $635, including the initial purchase price of $640 less working capital and other closing adjustments of $5.][added: $635.]
[removed: Subsequently in] [added: During] 2023, we acquired the remaining outstanding ownership interests in Thinx [added: Inc. ("Thinx")] for additional purchase consideration of $95.
See Item 8, Note [removed: 3] [added: 4] to the [removed: consolidated financial statements] [added: Consolidated Financial Statements] for additional details.
[removed: -] Net sales of [removed: $20.1] [added: $16.4] billion declined [removed: 1.8%] [added: 2.1%,] primarily [removed: due to unfavorable currency impacts and] [added: from] divestitures and business [removed: exits.][added: exits and unfavorable currency impacts, partially offset by organic sales growth.]
[removed: In 2025,] [added: To achieve these objectives,] we will continue executing [removed: on] our Powering Care [removed: growth] strategy and its three [added: synergistic,] strategic pillars: accelerate pioneering innovation, optimize our margin structure, and wire our organization for growth.
| | | | [removed: 19] [added: 25] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[added: Our first pillar focuses on] investing in our brands to enhance our competitive advantage by leveraging our best-in-class science and proprietary, category-shaping technologies [removed: for] [added: to deliver] innovative product solutions that solve unmet consumer needs around the world.
Our strong legacy of financial discipline supports our Powering Care [removed: growth] strategy through consistent investment in our technologies and brands, sustained supply chain productivity and enhanced working capital efficiency.
Our capital allocation approach prioritizes capital investments to drive [added: durable] growth in our business, a strong and growing dividend, value accretive acquisitions that can enhance our portfolio, and allocation of excess cash flow to share repurchases.
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: “Consolidated Results] [added: “Results] of Operations.”
*Operating Costs* - Our operating costs include raw materials, labor, selling, general and administrative expenses, general business taxes, currency [removed: impacts and] [added: impacts,] financing [added: costs and tariff-related] costs.
While we saw stabilization in input costs in [removed: 2024] [added: 2025] with tailwinds in fiber, resin and energy, the overall cost basket remains elevated versus pre-pandemic levels.
In [removed: 2025,] [added: 2026,] we expect net input [removed: costs] [added: costs, including as a result of tariffs,] to be [removed: inflationary,] [added: broadly in line with fiscal 2025,] including the impact from currency on our non-U.S. operations.
| | | | [removed: 20] [added: 26] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[added: If we experience] lower sales due to changes in consumer demand for our products, our earnings could decrease.
We believe our [removed: strategic] [added: Powering Care strategy, sharpened] growth focus, sustainability initiatives, innovation pipeline and continued investment in e-commerce capabilities [removed: has] [added: - underpinned by our commitment to delivering Better Care for a Better World - make] us well positioned relative to these changing [added: external] dynamics.
| | | | [removed: 21] [added: 27] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
Consolidated [removed: Results of Operations][added: Results]
The following discussion and analysis compares our consolidated [removed: net sales, operating profit] [added: results of operations] and other information for [removed: 2024 with 2023.][added: 2025 to 2024.]
| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: Change 2024 vs. 2023] | | | | | | [added: % Change] | | | | | | | | |
| Provision for income taxes | | | | | | [removed: (565)] [added: (599)] | | | | | | [removed: (453)] [added: (442)] | | | | | | [removed: 24.7] | | [removed: %] | | | | [added: 35.5] | | [added: %] | | | | | | |
| Net Income Attributable to Kimberly-Clark Corporation | | | | | | [removed: 2,545] [added: 2,021] | | | | | | [removed: 1,764] [added: 2,545] | | | | | | [removed: 44.3] | | [removed: %] | | | | [added: (20.6)] | | [added: %] | | | | | | |
| Diluted Earnings per Share | | | | | | [removed: 7.55 | | | | | | 5.21] [added: $] | [added: 4.86] | | | | | [removed: 44.9] [added: $] | [added: 6.41] | [removed: %] | | | | | | | | | | | | |
This discussion and analysis compares consolidated and segment results for the years ended December 31, 2025 and December 31, 2024 ("2025" and "2024", respectively).
As discussed in Item 8, Notes 1 and 3 to the Consolidated Financial Statements, the results and related assets and liabilities of the IFP Business are reported as discontinued operations.
As a result, unless specifically stated, all discussions included below reflect continuing operations for all periods presented.
We are a global company focused on delivering essential products and solutions that solve unmet consumer needs and provide Better Care for a Better World.
It also includes an emphasis on delivering breakthrough storytelling that grows category participation and brand love.
Pending Acquisition of Kenvue, Inc.
On November 2, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire the outstanding equity interests of Kenvue, Inc. ("Kenvue"), a global consumer health leader, for stock and cash consideration (the "Kenvue Acquisition").
Under the terms of the Merger Agreement, which was unanimously approved by the Boards of Directors of each of Kimberly-Clark and Kenvue, each share of Kenvue common stock,
par value $0.01 per share, issued and outstanding at the close of the Kenvue Acquisition (subject to certain provisions within the Merger Agreement) will be converted into the right to receive (i) 0.14625 shares of Kimberly-Clark common stock, par value $1.25 per share (the "Stock Consideration"), plus (ii) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
In total, we expect approximately 280 million shares of common stock to be issued and approximately $6.7 billion to be paid for the Merger Consideration.
The Cash Consideration is expected to be funded through a combination of cash on hand, proceeds from new debt issuance, and proceeds from the IFP Transaction (as defined below).
The actual value of the transaction will fluctuate based upon changes in the price of Kimberly-Clark common stock and the number of shares of Kenvue common stock outstanding at the time of closing.
During the year ended December 31, 2025, we incurred $32 of acquisition-related costs in connection with the Kenvue Acquisition, which are included in Marketing, research and general expenses.
See Item 8, Note 4 to the Consolidated Financial Statements for further details.
On June 5, 2025, we announced that the Company will form a joint venture with Suzano S.A. ("Suzano") and Suzano International Holding B.V., a wholly-owned subsidiary of Suzano ("Buyer"), comprised of substantially all the operations of the Company's former IFP segment (the "IFP Business").
To facilitate this transaction, we entered into an Equity and Asset Purchase Agreement (the "Purchase Agreement") with Buyer, pursuant to which we will, among other things, effectuate a reorganization through the transfer of certain assets, liabilities and equity interests of the IFP Business to Kimberly-Clark IFP NewCo B.V., an indirect wholly-owned subsidiary of the Company (the "Joint Venture").
At the time of closing, which is expected to take place in mid-2026 and will only take place following the satisfaction of consultation requirements and customary closing conditions, including obtaining required regulatory approvals, Buyer will acquire a 51% interest in the Joint Venture for a purchase price of approximately $1.7 billion, subject to certain closing adjustments set forth in the Purchase Agreement, and we will retain a 49% equity interest (the "IFP Transaction").
As a result, the results of operations and applicable assets and liabilities of the IFP Business are reported as discontinued operations in the Company's Consolidated Financial Statements for all periods presented and the Company has ceased depreciating and amortizing the long-lived assets of the IFP Business.
See Item 8, Notes 1 and 3 to the Consolidated Financial Statements for further details.
As a result of the IFP Transaction discussed above, the Company's continuing operations are now organized into two reportable segments defined by geographic region: North America ("NA") and International Personal Care ("IPC").
The results of the IFP Business, including certain costs that were previously allocated to the IPC segment that relate to assets or activities that are part of the IFP Transaction, are reported as discontinued operations and excluded from segment results for all periods presented.
Additionally, certain operations and commercial activities of the former IFP segment retained by the Company are now reported in the NA and IPC segments.
Further, Corporate and Other was updated for all periods presented to include the following:
- Operations of the former IFP segment that were divested prior to the IFP Transaction and therefore not reported as discontinued operations.
- Costs previously allocated to the former IFP segment that are not directly attributable to the operations included in the IFP Transaction and therefore are not reported as discontinued operations.
Our new operating model and Powering Care strategy is intended to drive durable, long-term growth.
Specifically, we are harnessing our inherent strengths, powerhouse brands and categories, science as our competitive advantage, and scalable capabilities led by top talent to sharpen our focus on growth.
Through December 31, 2025, cumulative pre-tax charges for the 2024 Transformation Initiative were $808 ($634 after-tax).
In particular, we've experienced increased competitive pressures from private label manufacturers in the Baby and Child Care and Family Care categories.
Additionally, we incurred approximately $100 of incremental tariff-related costs, primarily within our North America segment, related to changes in U.S. trade policy during fiscal 2025.
Summary of Results
| Net Sales | | | | | | $ | 16,447 | | | | | $ | 16,805 | | | | | | | | | | | (2.1) | | % | | | | | | |
| Gross Profit | | | | | | 5,923 | | | | | | 6,289 | | | | | | | | | | | | (5.8) | | % | | | | | | |
| Operating Profit | | | | | | 2,351 | | | | | | 2,700 | | | | | | | | | | | | (12.9) | | % | | | | | | |
| Income from Continuing Operations | | | | | | 1,649 | | | | | | 2,192 | | | | | | | | | | | | (24.8) | | % | | | | | | |
| Income from Discontinued Operations, Net of Income Taxes | | | | | | 400 | | | | | | 386 | | | | | | | | | | | | 3.6 | | % | | | | | | |
| Diluted Earnings per Share from Continuing Operations | | | | | | 4.86 | | | | | | 6.41 | | | | | | | | | | | | (24.2) | | % | | | | | | |
| Diluted Earnings per Share from Discontinued Operations | | | | | | 1.21 | | | | | | 1.14 | | | | | | | | | | | | 6.1 | | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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.
- Overview of 2024 Results
- Summary of Non-GAAP Financial Measures
- Critical Accounting Estimates
- Information Concerning Forward-Looking Statements
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.
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.
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.
Overview of 2024 Results
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 continue to focus on generating cash flow and allocating capital to shareholders.
Cash provided by operations was $3.2 billion in 2024.
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.
Our first pillar focuses on
In particular, private label market share has been increasing in the tissue category.
If we experience
| Net Sales | | | | | | $ | 20,058 | | | | | $ | 20,431 | | | | | (1.8) | | % | | | | | | | | | | | | |
| Gross Profit | | | | | | 7,180 | | | | | | 7,032 | | | | | | 2.1 | | % | | | | | | | | | | | | |
| Operating Profit | | | | | | 3,210 | | | | | | 2,344 | | | | | | 36.9 | | % | | | | | | | | | | | | |
| Adjusted Gross Profit(a) | | | | | | 7,324 | | | | | | 7,047 | | | | | | 3.9 | | % | | | | | | | | | | | | |
| Adjusted Operating Profit(a) | | | | | | 3,237 | | | | | | 2,958 | | | | | | 9.4 | | % | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 versus 2023 | | | | | | 0.8 | | | | | | 0.4 | | | | | | 1.9 | | | | | | (1.2) | | | | | | (3.8) | | | | | | (1.8) | | | | | | 3.2 | | | | | | | | | | | | | | |
Net sales of $20.1 billion for the year ended December 31, 2024 declined 1.8% primarily due to unfavorable currency impacts and divestitures and business exits.
Excluding these items, organic growth was 3.2% driven by a 1.9% increase in price, primarily in hyperinflationary economies, coupled with volume and mix gains across all three reportable segments.
Gross profit of $7.2 billion for the year ended December 31, 2024 increased 2.1%, while gross margin of 35.8% increased 140 basis points.
Operating profit of $3.2 billion for the year ended December 31, 2024 increased 36.9%.
Results in 2023 included $658 million of charges from the impairment of intangible assets and a $44 million net benefit related to the sale of our Brazil tissue and professional business.
| 2024 versus 2023 | | | | | | 1.6 | | | | | | 13.5 | | | | | | (5.8) | | | | | | 9.0 | | | | | | (6.2) | | | | | | (2.7) | | | | | | 9.4 | | |
Adjusted operating results benefited from higher adjusted gross profit discussed above, partially offset by unfavorable currency impacts, primarily due to hyperinflationary economies, and higher marketing, research and general expenses.
An excerpt. Shown here: 40 of 142 rewritten, 40 of 140 added and 40 of 143 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 FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10 rewritten, 1 added, 0 removed, 41 unchanged
| | | | [removed: 34] [added: 40] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
As of December 31, [removed: 2024,] [added: 2025,] a 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: 2024] [added: 2025] rates and the assumed rates.
As of December 31, [removed: 2024,] [added: 2025,] K-C Argentina had an immaterial net peso monetary position and a 10% unfavorable change in the exchange rate would not be material.
As of December 31, [removed: 2024,] [added: 2025,] K-C Türkiye had an immaterial net lira monetary position and a 10% unfavorable change in the exchange rate would not be material.
As of December 31, [removed: 2024,] [added: 2025,] a 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: In the view of] management, the above potential UTA adjustments resulting from these assumed changes in foreign currency exchange rates are not material to our consolidated financial position because they would not affect our cash flow.
As of December 31, [removed: 2024,] [added: 2025,] the long-term debt portfolio was comprised of primarily fixed-rate debt.
As of December 31, [removed: 2024,] [added: 2025,] 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, [removed: 2024.][added: 2025.]
| | | | [removed: 35] [added: 41] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
In the view of
Item 1. BUSINESS
36 rewritten, 42 added, 17 removed, 65 unchanged
We are a global company focused on delivering [added: essential] products and solutions that [added: solve unmet consumer needs and] provide [removed: better care] [added: Better Care] for a [removed: better world through product innovation and building our brands.][added: Better World.]
Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, GoodNites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, [added: hold No. 1 or No. 2 share positions in approximately 70 countries and] encompass five global daily-need product categories: Baby & Child Care, Adult Care, Feminine Care, Family Care, and Professional.
We [removed: strive] [added: are committed] to [removed: use] [added: using] sustainable practices that [added: are designed to] support a healthy planet, build strong communities, and [removed: ensure] [added: enable] our business [removed: will] [added: to] thrive for decades to come.
Unless the context indicates otherwise, the terms "Corporation," [added: "Company,"] "Kimberly-Clark," "K-C," "we," "our" and "us" refer to Kimberly-Clark Corporation and its consolidated subsidiaries.
[removed: Business Strategy and] Segment [removed: Reporting][added: Reporting]
During fiscal 2024, we announced our 2024 Transformation Initiative in order to create a more agile and focused operating [removed: structure that will accelerate our proprietary pipeline of innovation in right-to-win spaces and improve our growth trajectory, profitability, and returns on investment.][added: model.]
This new operating [removed: structure] [added: model and strategy] leverages three synergistic [removed: forces:][added: pillars:]
- Accelerating pioneering innovation to capture significant growth available in our product categories by investing in [removed: science] [added: science-based] and [added: proprietary] technology to [removed: satisfy] [added: solve] unmet and evolving consumer [removed: needs;][added: needs, and delivering breakthrough storytelling to drive category participation and brand love;]
- Optimizing our margin structure to deliver superior consumer propositions [added: at every rung of the good, better, best ladder,] 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
[removed: These segments] [added: Segments] are described in greater detail in Item 8, Note [removed: 15] [added: 16] to the [removed: consolidated financial statements.][added: Consolidated Financial Statements.]
[removed: Products] [added: Our essential products] for household use are sold directly to supermarkets, mass merchandisers, drugstores, warehouse clubs, variety and department stores and other retail outlets, as well as through other distributors and e-commerce.
Our largest customer, Walmart Inc., represented approximately [removed: 14%] [added: 16%] in [added: 2025 and] 2024 and [removed: 13%] [added: 15%] in 2023 [removed: and 2022] of our [removed: consolidated] net [removed: sales.][added: sales from continuing operations.]
| | | | 1 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
These transactions are discussed in greater detail in Item 8, Note [removed: 3] [added: 4] to the [removed: consolidated financial statements.][added: Consolidated Financial Statements.]
[removed: Better care for a better world] [added: Delivering our purpose] begins with focusing on the health and safety of our customers, consumers, and employees; promoting the value of [removed: inclusion, equity] [added: inclusion] and [removed: diversity] [added: belonging] within our business; and making efforts to protect the rights of workers across our supply chain.
We believe we can make meaningful contributions through our business [removed: activities and] [added: activities,] operations [added: and global charitable partnerships] to clean water and sanitation, [added: the advancement of essential care for underserved communities,] climate action and responsible consumption and production.
| | | | 2 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[removed: Total] [added: For 2026 and 2027, we expect total] operating expenses for environmental compliance, including pollution control equipment operation and maintenance costs, governmental fees, and research and engineering costs, [removed: are expected] to be approximately [removed: $115 in 2025] [added: $150] and [removed: $140 in 2026.][added: $140, respectively.]
We are also subject to expanding laws and regulations related to sustainability-related matters, non-financial reporting and diligence, labor and employment, trade, taxation and data privacy and protection, [removed: including] [added: including, but not limited to,] the European Union’s General Data Protection Regulation, Brazil's General Data Protection Law, China's Personal Information Protection Law, and the California Consumer Privacy Act of 2018.
| | | | 3 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[removed: We had approximately 38,000 employees as] [added: As] of December 31, [removed: 2024] [added: 2025, we had approximately 36,000 employees] in our consolidated [added: operations, including employees of our IFP Business reported as discontinued] operations.
[removed: Approximately 35% of our] [added: The remaining] employees were located in [removed: North America and the remainder were in] approximately [removed: 60] [added: 55] countries outside of North America.
[removed: Overall, approximately 55%] [added: Approximately 50%] of our workforce was directly involved in manufacturing and distribution operations.
In order to recruit, retain, develop, protect and fairly compensate our employees, we focus on the following [removed: four] [added: three] key areas:
[removed: - Health and safety –] We strive to protect the health and safety of our employees.
[removed: We maintain talent] [added: –Talent] and succession planning [removed: processes and have] [added: processes,] leadership and management development [removed: programs as well as] [added: programs, and] broad learning [removed: opportunities to support career growth and skill advancement.][added: opportunities]
We [removed: also] offer all employees the opportunity to join any of our [removed: Employee Resource Groups ("ERGs").][added: voluntary inclusion networks.]
[removed: In regard to employee engagement, we] [added: We] hold regular Town Hall meetings where employees can ask [removed: questions of] executives [added: questions] and make their [removed: voice] [added: voices] heard.
We host a series of conversations to drive employee and leadership engagement across a variety of [removed: topics on] [added: topics, including belonging and] inclusion.
We [removed: engage in continuous listening via] [added: conduct] global [removed: surveys, on an ongoing basis,] [added: surveys] that offer our employees the ability to provide feedback and valuable insights to help address potential issues and identify opportunities to improve and support [removed: employee engagement.][added: our employees’ experience.]
The Management Development and Compensation Committee (“MDC”) of the Board of Directors is responsible for reviewing our [removed: inclusion, equity] [added: belonging] and [removed: diversity] [added: inclusion] strategy.
[removed: - Compensation and benefits –] We provide market-based competitive compensation through our salary, annual incentive and long-term incentive programs and robust benefits packages that promote employee well-being across all aspects of their lives.
Eligible employees are compensated for their contributions to our [removed: goals] [added: success] with both short-term cash incentives and long-term equity-based incentives.
[removed: The] MDC is responsible for establishing and administering the policies governing annual compensation and long-term compensation to ensure that the policies are designed to align compensation with our overall business strategy and performance.
| | | | 4 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on this website as soon as reasonably practicable after we [added: electronically] file these reports and amendments with, or furnish them to, the Securities and Exchange Commission ("SEC").
Kimberly-Clark and our trusted brands are an indispensable part of life for people in more than 175 countries and territories.
Recent Business Developments
Pending Acquisition of Kenvue, Inc.
On November 2, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire the outstanding equity interests of Kenvue, Inc. ("Kenvue"), a global consumer health leader, for stock and cash consideration (the "Kenvue Acquisition").
Under the terms of the Merger Agreement, which was unanimously approved by the Boards of Directors of each of Kimberly-Clark and Kenvue, each share of Kenvue common stock, par value $0.01 per share, issued and outstanding at the close of the Kenvue Acquisition (subject to certain provisions within the Merger Agreement) will be converted into the right to receive (i) 0.14625 shares of Kimberly-Clark common stock, par value $1.25 per share (the "Stock Consideration"), plus (ii) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
In total, we expect approximately 280 million shares of common stock to be issued and approximately $6.7 billion to be paid for the Merger Consideration.
The Cash Consideration is expected to be funded through a combination of cash on hand, proceeds from new debt issuance, and proceeds from the IFP Transaction (as defined below).
The actual value of the transaction will fluctuate based upon changes in the price of Kimberly-Clark common stock and the number of shares of Kenvue common stock outstanding at the time of closing.
See Item 8, Note 4 to the Consolidated Financial Statements for further details.
International Family Care and Professional ("IFP") Transaction
On June 5, 2025, we announced that the Company will form a joint venture with Suzano S.A. ("Suzano") and Suzano International Holding B.V., a wholly-owned subsidiary of Suzano ("Buyer"), comprised of substantially all the operations of the Company's former International Family Care and Professional ("IFP") segment (the "IFP Business").
To facilitate this transaction, we entered into an Equity and Asset Purchase Agreement (the "Purchase Agreement") with Buyer, pursuant to which we will, among other things, effectuate a reorganization through the transfer of certain assets, liabilities and equity interests of the IFP Business to Kimberly-Clark IFP NewCo B.V., an indirect wholly-owned subsidiary of the Company (the "Joint Venture").
At the time of closing, which is expected to take place in mid-2026 and will only take place following the satisfaction of consultation requirements and customary closing conditions, including obtaining required regulatory approvals, Buyer will acquire a 51% interest in the Joint Venture for a purchase price of approximately $1.7 billion, subject to certain closing adjustments set forth in the Purchase Agreement, and we will retain a 49% equity interest (the "IFP Transaction").
As a result, the results of the IFP Business are reported as discontinued operations and excluded from both continuing operations and segment results for all periods presented.
Unless otherwise noted, all amounts, percentages and disclosures in this Annual Report on Form 10-K reflect only Kimberly-Clark's continuing operations.
See Item 8, Notes 1 and 3 to the Consolidated Financial Statements for further details.
As a result of the IFP Transaction discussed above, the Company's continuing operations are now organized into two reportable segments defined by geographic region: North America ("NA") and International Personal Care ("IPC").
The results of the IFP Business, including certain costs that were previously allocated to the IPC segment that relate to assets or activities that are part of the IFP Transaction, are reported as discontinued operations and excluded from segment results for all periods presented.
Additionally, certain operations and commercial activities of the former IFP segment retained by the Company are now reported in the NA and IPC segments.
Further, Corporate and Other was updated for all periods presented to include the following:
- Operations of the former IFP segment that were divested prior to the IFP Transaction and therefore not reported as discontinued operations.
- Costs previously allocated to the former IFP segment that are not directly attributable to the operations included in the IFP Transaction and therefore are not reported as discontinued operations.
2024 Transformation Initiative
As part of this, we launched our Powering Care business strategy to sharpen our focus on proprietary right-to-win spaces and improve our growth trajectory, profitability, and returns on investment.
We are a purpose-led company with purposeful brands.
Our longstanding focus on sustainability and our commitment to provide Better Care for a Better World comes to life through four interconnected pillars: Better Products, Better Planet, Better Workplace and Better Society.
Approximately 35% of our employees were located in North America.
- Health and safety
- Employee development and employee engagement
Our long-term business success is tied to building a purpose-led, performance-driven employee culture where our people feel included, valued, heard, and supported.
It is demonstrated through our:
We believe that developing and engaging employees at all levels of the organization is critical to their skill advancement and professional growth.
–Continuous listening
–Commitment to belonging and inclusion
By embracing different perspectives and experiences, we strengthen our ability to unlock innovative solutions and understand consumers.
Belonging and inclusion are not only fundamental business strategies, but they’re essential to who we are.
These networks foster professional development, build connections, amplify insights that inform our business strategy, and celebrate the wide range of perspectives and experiences throughout our company.
By creating spaces for learning and connection for all employees, our inclusion networks drive belonging and inclusion efforts across our company and support career growth for all.
- Compensation and benefits
| | | | | | | | | |
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.
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.
This business and brands serve a variety of scientific and industrial industries globally.
For 2025 and 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 $60 on an annual basis.
- Development and employee engagement – Developing talent and leaders at all levels of the organization and engaging our employees is critical to our long-term success.
These groups foster professional development, social connectivity, and celebrate diversity throughout our company.
Current ERGs provide community and insights into the perspectives and experiences of those with African, Hispanic, Latino, and Asian ancestry, women, and LGBTQ+, as well as parents, caregivers, people with disabilities, military veterans, and new employees.
Our ERGs promote career development by allowing employees to connect with and learn from one another and help amplify our inclusion, equity and diversity efforts.
- Inclusion, equity and diversity – We believe our business success is tied to creating workplaces, communities and experiences where inclusion, equity and diversity are evident and thriving.
We prioritize the need to cultivate a workforce where our employees are included and empowered to do their best work.
Employing people from disparate backgrounds, cultures, and experiences amplifies our ability to gather insights, foster innovation and understand the culture, context, and mindset of consumers around the world.
As a company who serves global consumers and communities, we work to cultivate a workforce comprised of people who look, think, and behave like the people who use our products – now and in the future.
As such, we support workforce inclusion, equity and diversity and consider it a fundamental business strategy.
An excerpt. Shown here: all 36 rewritten, 40 of 42 added and all 17 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
See Item 8, Note [removed: 11] [added: 12] to the [removed: consolidated financial statements,] [added: Consolidated Financial Statements,] which is incorporated in this Item 3 by reference, for information on legal proceedings.
Cover and table of contents
31 rewritten, 1 added, 1 removed, 66 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
][added: (JPG).jpg](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb-20251231_g1.jpg)]
| Common Stock-$1.25 par value | | | | | | KMB | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |
The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2024] [added: 2025] (based on [added: the] closing stock price [removed: on the New York Stock Exchange] as of such date) was approximately [removed: $46.6] [added: $42.8] billion.
As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 331,684,601] [added: 331,922,371] shares of Kimberly-Clark common stock outstanding.
Certain information contained in the definitive Proxy Statement for Kimberly-Clark's [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be held on May [removed: 1, 2025] [added: 14, 2026] is incorporated by reference into Part III.
| Item 1. | | | [removed: Business] [added: [Business](#i0fa43e2879014e9db489432623fda653_13)] | | | [removed: [1](#ie31077d6f8ff44a281287f2341b97b00_1672)] [added: [1](#i0fa43e2879014e9db489432623fda653_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#ie31077d6f8ff44a281287f2341b97b00_16)] [added: Factors](#i0fa43e2879014e9db489432623fda653_16)] | | | [removed: [5](#ie31077d6f8ff44a281287f2341b97b00_16)] [added: [6](#i0fa43e2879014e9db489432623fda653_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#ie31077d6f8ff44a281287f2341b97b00_19)] [added: Comments](#i0fa43e2879014e9db489432623fda653_19)] | | | [removed: [12](#ie31077d6f8ff44a281287f2341b97b00_19)] [added: [18](#i0fa43e2879014e9db489432623fda653_19)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#ie31077d6f8ff44a281287f2341b97b00_22)] [added: [Cybersecurity](#i0fa43e2879014e9db489432623fda653_22)] | | | [removed: [12](#ie31077d6f8ff44a281287f2341b97b00_19)] [added: [18](#i0fa43e2879014e9db489432623fda653_19)] | | |
| Item 2. | | | [removed: [Properties](#ie31077d6f8ff44a281287f2341b97b00_25)] [added: [Properties](#i0fa43e2879014e9db489432623fda653_25)] | | | [removed: [14](#ie31077d6f8ff44a281287f2341b97b00_25)] [added: [19](#i0fa43e2879014e9db489432623fda653_25)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#ie31077d6f8ff44a281287f2341b97b00_28)] [added: Proceedings](#i0fa43e2879014e9db489432623fda653_28)] | | | [removed: [14](#ie31077d6f8ff44a281287f2341b97b00_28)] [added: [20](#i0fa43e2879014e9db489432623fda653_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#ie31077d6f8ff44a281287f2341b97b00_31)] [added: Disclosures](#i0fa43e2879014e9db489432623fda653_31)] | | | [removed: [14](#ie31077d6f8ff44a281287f2341b97b00_31)] [added: [20](#i0fa43e2879014e9db489432623fda653_31)] | | |
| | | | [Information About Our Executive [removed: Officers](#ie31077d6f8ff44a281287f2341b97b00_34)] [added: Officers](#i0fa43e2879014e9db489432623fda653_34)] | | | [removed: [15](#ie31077d6f8ff44a281287f2341b97b00_34)] [added: [20](#i0fa43e2879014e9db489432623fda653_34)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie31077d6f8ff44a281287f2341b97b00_40)] [added: Securities](#i0fa43e2879014e9db489432623fda653_40)] | | | [removed: [17](#ie31077d6f8ff44a281287f2341b97b00_40)] [added: [23](#i0fa43e2879014e9db489432623fda653_40)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#ie31077d6f8ff44a281287f2341b97b00_43)] [added: [\[Reserved\]](#i0fa43e2879014e9db489432623fda653_43)] | | | [removed: [17](#ie31077d6f8ff44a281287f2341b97b00_43)] [added: [23](#i0fa43e2879014e9db489432623fda653_43)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie31077d6f8ff44a281287f2341b97b00_1649267443186)] [added: Operations](#i0fa43e2879014e9db489432623fda653_46)] | | | [removed: [17](#ie31077d6f8ff44a281287f2341b97b00_1649267443186)] [added: [23](#i0fa43e2879014e9db489432623fda653_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie31077d6f8ff44a281287f2341b97b00_55)] [added: Risk](#i0fa43e2879014e9db489432623fda653_61)] | | | [removed: [34](#ie31077d6f8ff44a281287f2341b97b00_55)] [added: [40](#i0fa43e2879014e9db489432623fda653_61)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie31077d6f8ff44a281287f2341b97b00_58)] [added: Data](#i0fa43e2879014e9db489432623fda653_64)] | | | [removed: [36](#ie31077d6f8ff44a281287f2341b97b00_58)] [added: [42](#i0fa43e2879014e9db489432623fda653_64)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie31077d6f8ff44a281287f2341b97b00_130)] [added: Disclosure](#i0fa43e2879014e9db489432623fda653_136)] | | | [removed: [75](#ie31077d6f8ff44a281287f2341b97b00_130)] [added: [88](#i0fa43e2879014e9db489432623fda653_136)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#ie31077d6f8ff44a281287f2341b97b00_133)] [added: Procedures](#i0fa43e2879014e9db489432623fda653_139)] | | | [removed: [75](#ie31077d6f8ff44a281287f2341b97b00_133)] [added: [88](#i0fa43e2879014e9db489432623fda653_139)] | | |
| Item 9B. | | | [Other [removed: Information](#ie31077d6f8ff44a281287f2341b97b00_136)] [added: Information](#i0fa43e2879014e9db489432623fda653_142)] | | | [removed: [76](#ie31077d6f8ff44a281287f2341b97b00_136)] [added: [89](#i0fa43e2879014e9db489432623fda653_142)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#ie31077d6f8ff44a281287f2341b97b00_139)] [added: Inspections](#i0fa43e2879014e9db489432623fda653_145)] | | | [removed: [76](#ie31077d6f8ff44a281287f2341b97b00_139)] [added: [89](#i0fa43e2879014e9db489432623fda653_145)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie31077d6f8ff44a281287f2341b97b00_145)] [added: Governance](#i0fa43e2879014e9db489432623fda653_151)] | | | [removed: [77](#ie31077d6f8ff44a281287f2341b97b00_145)] [added: [90](#i0fa43e2879014e9db489432623fda653_151)] | | |
| Item 11. | | | [Executive [removed: Compensation](#ie31077d6f8ff44a281287f2341b97b00_148)] [added: Compensation](#i0fa43e2879014e9db489432623fda653_154)] | | | [removed: [77](#ie31077d6f8ff44a281287f2341b97b00_148)] [added: [90](#i0fa43e2879014e9db489432623fda653_154)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie31077d6f8ff44a281287f2341b97b00_151)] [added: Matters](#i0fa43e2879014e9db489432623fda653_157)] | | | [removed: [77](#ie31077d6f8ff44a281287f2341b97b00_151)] [added: [90](#i0fa43e2879014e9db489432623fda653_157)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie31077d6f8ff44a281287f2341b97b00_154)] [added: Independence](#i0fa43e2879014e9db489432623fda653_160)] | | | [removed: [77](#ie31077d6f8ff44a281287f2341b97b00_154)] [added: [90](#i0fa43e2879014e9db489432623fda653_160)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ie31077d6f8ff44a281287f2341b97b00_157)] [added: Services](#i0fa43e2879014e9db489432623fda653_163)] | | | [removed: [77](#ie31077d6f8ff44a281287f2341b97b00_157)] [added: [90](#i0fa43e2879014e9db489432623fda653_163)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ie31077d6f8ff44a281287f2341b97b00_163)] [added: Schedules](#i0fa43e2879014e9db489432623fda653_169)] | | | [removed: [78](#ie31077d6f8ff44a281287f2341b97b00_163)] [added: [91](#i0fa43e2879014e9db489432623fda653_169)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#ie31077d6f8ff44a281287f2341b97b00_166)] [added: Summary](#i0fa43e2879014e9db489432623fda653_172)] | | | [removed: [81](#ie31077d6f8ff44a281287f2341b97b00_166)] [added: [94](#i0fa43e2879014e9db489432623fda653_172)] | | |
| | | | | | | KIMBERLY-CLARK CORPORATION - [removed: *2024] [added: *2025] Annual Report* | | |
| [Signatures](#i0fa43e2879014e9db489432623fda653_175) | | | | | | [95](#i0fa43e2879014e9db489432623fda653_175) | | |
| [Signature](#ie31077d6f8ff44a281287f2341b97b00_169)[s](#ie31077d6f8ff44a281287f2341b97b00_169) | | | | | | [82](#ie31077d6f8ff44a281287f2341b97b00_169) | | |
Item 1C. CYBERSECURITY
6 rewritten, 0 added, 3 removed, 45 unchanged
| | | | [removed: 12] [added: 18] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
Our [removed: interim] Chief Information Security Officer (“CISO”) oversees a team with extensive cybersecurity knowledge and experience.
Our [removed: interim] CISO reports to our Chief Digital and Technology Officer (“CDTO”), [removed: an executive officer,] who provides management of cybersecurity risks, reviews operational metrics and performs other relevant activities related to the cybersecurity function.
Our CDTO has served in various information technology roles for over [removed: 27] [added: 28] 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 [removed: interim] CISO has [removed: served] [added: over 20 years of experience] in various [removed: information] [added: roles, including] technology [removed: roles for over 20 years.][added: strategy, cybersecurity and executive leadership at large global companies, most recently serving as CISO at Kellanova (formerly Kellogg Company).]
Our [removed: interim] CISO also has several information technology-related certifications, including the Certified Information Systems Security Professional ("CISSP") certification.
Our [removed: interim] CISO reports to our CDTO, who in turn regularly reports to our Chairman of the Board and Chief Executive Officer.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 13 | | | KIMBERLY-CLARK CORPORATION *- 2024 Annual Report* | | |
Item 2. PROPERTIES
7 rewritten, 4 added, 0 removed, 7 unchanged
As of December 31, [removed: 2024,] [added: 2025,] we own or lease the following principal [removed: offices:][added: offices, including offices of the IFP Business reported as discontinued operations:]
- [removed: Four] [added: Five] global business service centers at one U.S. and [removed: three] [added: four] international locations.
The locations of our and our equity affiliates' principal production facilities by major geographic areas of the [removed: world] [added: world, including facilities of the IFP Business reported as discontinued operations,] are as follows:
| North America (in 14 states in the U.S.) | | | | | | [removed: 28] [added: 27] | | |
| Outside North America(a) | | | | | | [removed: 51] [added: 47] | | |
| Total (in 30 countries) | | | | | | [removed: 79] [added: 74] | | |
(a) IPC products are produced in [removed: 31 facilities and IFP products are produced in 27] [added: 30] facilities.
| | | | 19 | | | KIMBERLY-CLARK CORPORATION *- 2025 Annual Report* | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
Products related to the IFP Business reported as discontinued operations are produced in 24 facilities.
Item 4. MINE SAFETY DISCLOSURES
18 rewritten, 12 added, 11 removed, 46 unchanged
| | | | [removed: 14] [added: 20] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
The names and ages of our executive officers as of February [removed: 13, 2025,] [added: 12, 2026,] together with certain biographical information, are as follows:
Ehab Abou-Oaf, [removed: 58,] [added: 59,] was elected President, International Family Care and Professional in [removed: October] 2024.
Katy Chen, [removed: 44,] [added: 45,] was elected President, International Personal Care in October 2024.
Patricia Corsi, [removed: 52,] [added: 53,] was elected Chief Growth Officer in [removed: July] 2024.
Tamera Fenske, [removed: 46,] [added: 47,] was elected Senior Vice President and Chief Supply Chain Officer in 2022.
Hsu, [removed: 60,] [added: 61,] has served as Chairman of the Board since January 2020 and as Chief Executive Officer since January 2019.
| | | | [removed: 15] [added: 21] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
[removed: Sandra R.A. Karrmann, 59,] [added: Nelson Urdaneta, 53,] was elected Senior Vice President and Chief [removed: People] [added: Financial] Officer in [removed: July 2024.][added: 2022.]
She is responsible for the design and implementation of all human capital strategies for Kimberly-Clark, including global compensation and benefits, talent management, [removed: inclusion, equity] [added: inclusion] and [removed: diversity,] [added: belonging,] organizational effectiveness and labor/employee relations.
Ms. [removed: Karrmann] [added: Panayiotou] joined Kimberly-Clark from [removed: Tenet Healthcare] [added: Ball] Corporation, [removed: a diversified healthcare services] [added: an aluminum manufacturing] company, where she served as [removed: Executive Vice President and Chief Human Resources Officer since 2019 and] Senior Vice President and Chief Human Resources Officer since [removed: 2017.][added: November 2021.]
McGee, [removed: 44,] [added: 45,] was elected Senior Vice [removed: President,] [added: President and] General Counsel [removed: and Corporate Secretary] in [removed: May] [added: February] 2024.
Jeffrey Melucci, [removed: 54,] [added: 55,] was elected Chief [removed: Business, Strategy] [added: Strategy, Business Development] and [removed: Transformation] [added: Administrative] Officer in [removed: October 2024.][added: May 2025.]
From [removed: January] [added: October] 2024 to [removed: October 2024,] [added: May 2025,] he served as Chief [removed: Business] [added: Business, Strategy] and Transformation Officer, from [removed: November 2020 to] January [added: 2024 to October] 2024, he served as Chief Business [removed: Development] and [removed: Legal Officer,] [added: Transformation Officer and] from [removed: April] [added: November] 2020 to [removed: November 2020,] [added: January 2024,] he served as [removed: Senior Vice President,] [added: Chief] Business Development and [removed: General Counsel and from September 2017 to April 2020, he served as Senior Vice President - General Counsel.][added: Legal Officer.]
Craig Slavtcheff, [removed: 57,] [added: 58,] was elected Chief Research and Development Officer in [removed: July] 2024.
[removed: He] [added: John Carmichael, 58, was elected President, North America in September 2025 and] is responsible for our personal care, family care and professional businesses in North America.
[removed: Nelson Urdaneta, 52,] [added: Stacey Valy Panayiotou, 53,] was elected Senior Vice President and Chief [removed: Financial] [added: Human Resources] Officer in [removed: 2022.][added: September 2025.]
| | | | [removed: 16] [added: 22] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
Mr. Carmichael joined Kimberly-Clark from Nestlé S.A., a Swiss multinational food and beverage company, where he served in multiple roles of increasing responsibility since 1995, most recently as President and CEO, Nestlé Canada from 2021 to 2025, and as President Foods, Nestlé USA from 2018 to 2021.
He also served as Corporate Secretary from May 2024 to May 2025.
He is responsible for strategy, business development and other core corporate affairs and functions of Kimberly-Clark.
He also served as Chief Transformation Officer from November 2020 to October 2021.
From 2013 to November 2020, Mr. Melucci served in multiple roles of increasing responsibility, most recently as Senior Vice President, Business Development and General Counsel.
Prior to joining Ball Corporation, she served as Executive Vice President of Human Resources at Graphic Packaging International from 2019 to 2021.
Prior to that, she served in multiple roles of increasing responsibility at The Coca-Cola Company, most recently as Senior Vice President, Global Talent and Development.
Russell Torres, 54, was elected President and Chief Operating Officer in May 2025.
He is responsible for the day-to-day operations of our business segments, along with our global growth, innovation, digital and technology, and
supply chain functions.
He served as the Corporation’s President, North America since October 2024 and was responsible for our personal care, family care and professional businesses in North America.
Prior to Mondelēz, Mr. Torres had a previous term at Bain & Company, where he was a partner from 2003 to 2011.
Zackery Hicks, 61, was elected Chief Digital and Technology Officer in 2022.
He is responsible for all aspects of our information technology and digital functions, including building brands and creating differentiated capability.
Mr. Hicks joined Kimberly-Clark from Toyota 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.
He also serves on the board of directors of Signet Jewelers Ltd.
She served as Senior Vice President and Chief Human Resources Officer from 2020 to July 2024.
Prior to joining Tenet, she served as Senior Vice President and Chief Human Resources Officer for United Surgical Partners International since 2013.
He served as Senior Vice President and General Counsel from February 2024 to May 2024.
From January 2017 to September 2017, he served as Vice President, Senior Deputy General Counsel and General Counsel of Kimberly-Clark’s Global Operations.
From 2013 to 2017, he served as Vice President and Deputy General Counsel.
He also served as Chief Transformation Officer from November 2020 to October 2021, Corporate Secretary from 2014 to 2017 and General Counsel of Kimberly-Clark International from 2013 to 2016.
Russell Torres, 53, was elected President, North America in October 2024.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3 rewritten, 5 added, 6 removed, 11 unchanged
As of January [removed: 31, 2025,] [added: 30, 2026,] we had [removed: 15,029] [added: 14,350] holders of record of our common stock.
During [removed: 2024,] [added: 2025,] we repurchased [removed: 7.2] [added: 1.1] million shares of our common stock at a cost of [removed: $1.0 billion] [added: $141] through a broker in the open market.
The following table contains information for shares repurchased during the fourth quarter of [removed: 2024.][added: 2025.]
Kimberly-Clark common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "KMB".
| October 1 to October 31 | | | | | | — | | | | | | $ | — | | | | | 9,184,602 | | | | | | 30,815,398 | | |
| November 1 to November 30 | | | | | | — | | | | | | — | | | | | | 9,184,602 | | | | | | 30,815,398 | | |
| December 1 to December 31 | | | | | | — | | | | | | — | | | | | | 9,184,602 | | | | | | 30,815,398 | | |
| Total | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Kimberly-Clark common stock is listed on the New York Stock Exchange.
The ticker symbol is KMB.
| 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 | | | | | | | | | | | | | | | | | | | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
536 rewritten, 449 added, 198 removed, 730 unchanged
| (In millions, except per share amounts) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Cost of products [removed: sold | | | | | | 12,878] [added: sold:] | | | | | | [removed: 13,399] | | | | | | [removed: 13,956] | | |
| Marketing, research and general [removed: expenses | | | | | | 4,311] [added: expenses:] | | | | | | [removed: 3,961] | | | | | | [removed: 3,581] | | |
| Impairment of intangible assets | | | | | | [removed: 97] [added: —] | | | | | | [removed: 658] [added: 97] | | | | | | [removed: —] [added: 658] | | |
| Other (income) and expense, net | | | | | | [removed: (438)] [added: 44] | | | | | | [removed: 69] [added: (438)] | | | | | | [removed: (43)] [added: 68] | | |
| Nonoperating expense | | | | | | [removed: (61)] [added: (67)] | | | | | | [removed: (96)] [added: (60)] | | | | | | [removed: (73)] [added: (95)] | | |
| Interest income | | | | | | [removed: 48] [added: 24] | | | | | | [removed: 66] [added: 48] | | | | | | [removed: 14] [added: 66] | | |
| Interest expense | | | | | | [removed: (270)] [added: (256)] | | | | | | [removed: (293)] [added: (270)] | | | | | | [removed: (282)] [added: (293)] | | |
| Income [added: from Continuing Operations] Before Income Taxes and Equity Interests | | | | | | [removed: 2,927] [added: 2,052] | | | | | | [removed: 2,021] [added: 2,418] | | | | | | [removed: 2,340] [added: 1,606] | | |
| Provision for income taxes | | | | | | [removed: (565) | | | | | | (453)] [added: (56)] | | | | | | [removed: (495)] [added: (118)] | | |
| Share of net income of equity companies | | | | | | [removed: 216] [added: 196] | | | | | | [removed: 196] [added: 216] | | | | | | [removed: 116] [added: 196] | | |
| Net Income | | | | | | [removed: 2,578] [added: 2,049] | | | | | | [removed: 1,764] [added: 2,578] | | | | | | [removed: 1,961] [added: 1,764] | | |
| Net income attributable to noncontrolling interests | | | | | | [removed: (33)] [added: (28)] | | | | | | [removed: —] [added: (33)] | | | | | | [removed: (27)] [added: —] | | |
| Net Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 2,545] [added: 2,021] | | | | | $ | [removed: 1,764] [added: 2,545] | | | | | $ | [removed: 1,934] [added: 1,764] | |
| | | | [removed: 36] [added: 42] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| (In millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Net Income | | | | | | $ | [removed: 2,578] [added: 2,049] | | | | | $ | [removed: 1,764] [added: 2,578] | | | | | $ | [removed: 1,961] [added: 1,764] | |
| Unrealized currency translation adjustments | | | | | | [removed: (408)] [added: 398] | | | | | | [removed: 89] [added: (408)] | | | | | | [removed: (355)] [added: 89] | | |
| Employee postretirement benefits | | | | | | [removed: 24] [added: 16] | | | | | | [removed: (15)] [added: 24] | | | | | | [removed: 103] [added: (15)] | | |
| Cash flow hedges [removed: and other] | | | | | | [removed: 188] [added: (92)] | | | | | | [removed: 12] [added: 188] | | | | | | [removed: (185)] [added: 12] | | |
| Total Other Comprehensive Income (Loss), Net of Tax | | | | | | [removed: (196)] [added: 322] | | | | | | [removed: 86] [added: (196)] | | | | | | [removed: (437)] [added: 86] | | |
| Comprehensive Income | | | | | | [removed: 2,382] [added: 2,371] | | | | | | [removed: 1,850] [added: 2,382] | | | | | | [removed: 1,524] [added: 1,850] | | |
| Comprehensive [removed: income] [added: (income) loss] attributable to noncontrolling interests | | | | | | [removed: (21)] [added: (28)] | | | | | | [removed: 1] [added: (21)] | | | | | | [removed: (19)] [added: 1] | | |
| Comprehensive Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 2,361] [added: 2,343] | | | | | $ | [removed: 1,851] [added: 2,361] | | | | | $ | [removed: 1,505] [added: 1,851] | |
| | | | [removed: 37] [added: 43] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| (In millions, except par value) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
| [removed: Cash] [added: Cash] and [removed: cash equivalents |] [added: Cash Equivalents - Beginning of Year] | | | | | [removed: $] | 1,021 | | | | | [removed: $] | 1,093 | | [added: | | | | 427 | | |]
| Accounts receivable, net | | | | | | [removed: 2,009] [added: 1,892] | | | | | | [removed: 2,135] [added: 1,728] | | |
| Other current assets | | | | | | [removed: 728] [added: 22] | | | | | | [removed: 520] [added: 34] | | | [added: | | |]
| Total Current Assets | | | | | | [removed: 5,580] [added: 5,310] | | | | | | [removed: 5,703] [added: 5,580] | | |
| Property, Plant and Equipment, Net | | | | | | [removed: 7,513] [added: 6,775] | | | | | | [removed: 7,913] [added: 6,284] | | |
| Investments in Equity Companies | | | | | | [removed: 314] [added: 330] | | | | | | [removed: 306] [added: 314] | | |
| Other Intangible Assets, Net | | | | | | [removed: 87] [added: 77] | | | | | | [removed: 197] [added: 80] | | |
| [removed: Other Assets] [added: Other Assets] | | | | | | [removed: 1,088] [added: 94] | | | | | | [removed: 1,140] [added: 104] | | | [added: | | |]
| TOTAL ASSETS | | | | | | $ | [removed: 16,546] [added: 17,098] | | | | | $ | [removed: 17,344] [added: 16,546] | |
| Debt payable within one year | | | | | | $ | [removed: 568] [added: 4] | | | | | $ | [removed: 567] [added: 4] | | [added: | | |]
| Trade accounts payable | | | | | | [removed: 3,715] [added: 3,388] | | | | | | [removed: 3,653] [added: 3,264] | | |
| Accrued expenses and other current liabilities | | | | | | [removed: 2,319] [added: 1,888] | | | | | | [removed: 2,316] [added: 2,091] | | |
| Dividends payable | | | | | | [removed: 402] [added: 415] | | | | | | [removed: 394] [added: 402] | | |
| Total Current Liabilities | | | | | | [removed: 7,004] [added: 7,125] | | | | | | [removed: 6,930] [added: 7,004] | | |
| Net Sales | | | | | | $ | 16,447 | | | | | $ | 16,805 | | | | | $ | 17,146 | |
| Gross Profit | | | | | | 5,923 | | | | | | 6,289 | | | | | | 6,269 | | |
| Operating Profit | | | | | | 2,351 | | | | | | 2,700 | | | | | | 1,928 | | |
| Income from Continuing Operations Before Equity Interests | | | | | | 1,453 | | | | | | 1,976 | | | | | | 1,263 | | |
| Income from Continuing Operations | | | | | | 1,649 | | | | | | 2,192 | | | | | | 1,459 | | |
| Income from Discontinued Operations, Net of Income Taxes | | | | | | 400 | | | | | | 386 | | | | | | 305 | | |
| Basic: | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 4.88 | | | | | $ | 6.43 | | | | | $ | 4.32 | |
| Discontinued operations | | | | | | 1.21 | | | | | | 1.15 | | | | | | 0.90 | | |
| Basic Earnings per Share | | | | | | $ | 6.09 | | | | | $ | 7.58 | | | | | $ | 5.22 | |
| Diluted: | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 4.86 | | | | | $ | 6.41 | | | | | $ | 4.31 | |
| Discontinued operations | | | | | | 1.21 | | | | | | 1.14 | | | | | | 0.90 | | |
| Diluted Earnings per Share | | | | | | $ | 6.07 | | | | | $ | 7.55 | | | | | $ | 5.21 | |
| Cash and cash equivalents | | | | | | $ | 688 | | | | | $ | 1,010 | |
| Inventories | | | | | | 1,475 | | | | | | 1,452 | | |
| Other current assets | | | | | | 535 | | | | | | 694 | | |
| Current assets of discontinued operations | | | | | | 720 | | | | | | 696 | | |
| Goodwill | | | | | | 1,839 | | | | | | 1,796 | | |
| Other Assets | | | | | | 1,062 | | | | | | 984 | | |
| Non-current Assets of Discontinued Operations | | | | | | 1,705 | | | | | | 1,508 | | |
| Debt payable within one year | | | | | | $ | 694 | | | | | $ | 564 | |
| Current liabilities of discontinued operations | | | | | | 740 | | | | | | 683 | | |
| Long-Term Debt | | | | | | 6,474 | | | | | | 6,854 | | |
| Non-current Employee Benefits | | | | | | 605 | | | | | | 628 | | |
| Deferred Income Taxes | | | | | | 445 | | | | | | 300 | | |
| Other Liabilities | | | | | | 646 | | | | | | 609 | | |
| Non-current Liabilities of Discontinued Operations | | | | | | 151 | | | | | | 139 | | |
| Repurchases of common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,791 | | | | | | (225) | | | | | | — | | | | | | — | | | | | | — | | | | | | (225) | | |
| Repurchases of common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,226 | | | | | | (1,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | |
| Repurchases of common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,055 | | | | | | (141) | | | | | | — | | | | | | — | | | | | | — | | | | | | (141) | | |
| Balance as of December 31, 2025 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 849 | | | | | 46,699 | | | | | | $ | (5,987) | | | | | $ | 9,611 | | | | | $ | (3,444) | | | | | $ | 128 | | | | | $ | 1,630 | |
| Repurchases of common stock | | | | | | (141) | | | | | | (1,000) | | | | | | (225) | | |
| Cash and cash equivalents from continuing operations - beginning of period | | | | | | 1,010 | | | | | | 1,075 | | | | | | 413 | | |
| Cash and cash equivalents from discontinued operations - beginning of period(a) | | | | | | 11 | | | | | | 18 | | | | | | 14 | | |
| Cash and cash equivalents from continuing operations - end of period | | | | | | 688 | | | | | | 1,010 | | | | | | 1,075 | | |
| Cash and cash equivalents from discontinued operations - end of period(a) | | | | | | 13 | | | | | | 11 | | | | | | 18 | | |
(a) Included in Current assets of discontinued operations.
International Family Care and Professional ("IFP") Transaction
On June 5, 2025, we announced that the Company will form a joint venture with Suzano S.A. ("Suzano") and Suzano International Holding B.V., a wholly-owned subsidiary of Suzano ("Buyer"), comprised of substantially all the operations of the Company's former International Family Care and Professional ("IFP") segment (the "IFP Business").
| Net Sales | | | | | | $ | 20,058 | | | | | $ | 20,431 | | | | | $ | 20,175 | |
| Gross Profit | | | | | | 7,180 | | | | | | 7,032 | | | | | | 6,219 | | |
| Operating Profit | | | | | | 3,210 | | | | | | 2,344 | | | | | | 2,681 | | |
| Income Before Equity Interests | | | | | | 2,362 | | | | | | 1,568 | | | | | | 1,845 | | |
| Basic | | | | | | $ | 7.58 | | | | | $ | 5.22 | | | | | $ | 5.73 | |
| Diluted | | | | | | $ | 7.55 | | | | | $ | 5.21 | | | | | $ | 5.72 | |
| Inventories | | | | | | 1,822 | | | | | | 1,955 | | |
| Goodwill | | | | | | 1,964 | | | | | | 2,085 | | |
| Noncurrent Employee Benefits | | | | | | 643 | | | | | | 669 | | |
| Balance at December 31, 2021 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 605 | | | | | 41,762 | | | | | | $ | (5,183) | | | | | $ | 7,858 | | | | | $ | (3,239) | | | | | $ | 223 | | | | | $ | 737 | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 779 | | | | | | (100) | | | | | | — | | | | | | — | | | | | | — | | | | | | (100) | | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,791 | | | | | | (225) | | | | | | — | | | | | | — | | | | | | — | | | | | | (225) | | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,226 | | | | | | (1,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | |
| Gain on previously held equity investment in Thinx | | | | | | — | | | | | | — | | | | | | (85) | | |
| Acquisition of business, net of cash acquired | | | | | | — | | | | | | — | | | | | | (46) | | |
| Acquisitions of common stock for the treasury | | | | | | (1,000) | | | | | | (225) | | | | | | (100) | | |
| Cash and Cash Equivalents - End of Year | | | | | | $ | 1,021 | | | | | $ | 1,093 | | | | | $ | 427 | |
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.
to income in the same period that the hedged item affects income.
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) No. 2022-04, *Liabilities – Supplier Finance Programs (Subtopic 405-50)*.
The new guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.
We adopted this ASU as of January 1, 2023, except for the amendment on roll forward information which was adopted January 1, 2024, on a prospective basis.
As the guidance requires only additional disclosure, there were no effects of this standard on our financial position, results of operations or cash flows.
In November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280)*.
The new guidance improves reportable segment disclosures primarily through enhanced disclosures about significant segment expenses and by requiring current annual disclosures to be provided in interim periods.
The new guidance is to be applied retrospectively to all prior periods presented unless impracticable to do so.
We adopted this ASU as of January 1, 2024 on a retrospective basis.
The amendments in this ASU are
As the guidance requires only additional disclosure, there will be no effects of this standard on our financial position, results of operations or cash flows.
In 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.
An excerpt. Shown here: 40 of 536 rewritten, 40 of 449 added and 40 of 198 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
10 rewritten, 1 added, 1 removed, 33 unchanged
As of December 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]
We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on this assessment, management believes that, as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] of the
| | | | [removed: 75] [added: 88] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
Corporation and our report dated February [removed: 13, 2025,] [added: 12, 2026,] expressed an unqualified opinion on those financial statements.
| February 12, 2026 | | |
| February 13, 2025 | | |
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 1 unchanged
During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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: 76] [added: 89] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 8 unchanged
The following sections of our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (the [removed: "2025] [added: "2026] Proxy Statement") are incorporated in this Item 10 by reference:
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the sections of our [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.
| | | | [removed: 77] [added: 90] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
20 rewritten, 6 added, 0 removed, 96 unchanged
| Exhibit No. (3)b. | | | [By-Laws, as [removed: amended April 29, 2021,] [added: amended](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm) [May](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm) [](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[19](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[5](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[,] incorporated by reference to Exhibit No. (3)b of the Corporation's Current Report on Form 8-K filed [removed: on April 29, 2021.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm) [May](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm) [](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[1](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[9, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[5](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000051/k-cbyxlawsmay192025nasdaq.htm)] | | |
| Exhibit No. (4)c. | | | [removed: [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] [added: [Second 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. 33-54177)).](https://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html) | | |
| | | | [removed: 78] [added: 91] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| Exhibit No. (10)e. | | | [First Amendment to the Kimberly-Clark Corporation Voluntary Deferred Compensation [removed: 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] [added: Plan, effective January] 1, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm) [incorporated] [added: 2023, incorporated] by reference to Exhibit No. (10)e of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 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)] [added: 2022.*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.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](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[,] [added: 2009,] incorporated by reference to Exhibit [removed: (](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[10)i] [added: (10)i] of the Corporation's Annual Report on Form 10-K for the year ended [removed: 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)] [added: December 31, 2009.*](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](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)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/exhibit10jsupplementalreti.htm)[6](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/exhibit10jsupplementalreti.htm)[,](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/exhibit10jsupplementalreti.htm) [](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/exhibit10jsupplementalreti.htm)[filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/exhibit10jsupplementalreti.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/exhibit10jsupplementalreti.htm)] | | |
| | | | [removed: 79] [added: 92] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| Exhibit No. [removed: (10)p.] [added: (19).] | | | [removed: [Severance Pay Plan,](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm) [as amended and restated effect](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm)[ive January 1, 2024,](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm)] [added: [Kimberly-Clark Corporation Insider Trading Policy, effective October 25, 2024,](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)] [incorporated by [removed: reference to Exhibit No. (10)p] [added: reference](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm) [to Exhib](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)[it 19] of the [removed: Corporation's Annual] [added: Corporation](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)['](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)[s Annua](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)[l] Report on Form [removed: 10-K for] [added: 10-K](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm) [for] the year ended December 31, [removed: 2023.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)[4](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.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 ended June 30, [removed: 2024.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10qprsuawardagreement.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10qprsuawardagreement.htm)[5](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10qprsuawardagreement.htm)[.*](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 ended June 30, [removed: 2024.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10roff-cycletimexvest.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10roff-cycletimexvest.htm)[5](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10roff-cycletimexvest.htm)[.*](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 for Annual Time-Vested Restricted Stock Units, incorporated by reference to Exhibit No. (10)t of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2024.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10tannualtime-vestedr.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10tannualtime-vestedr.htm)[5](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10tannualtime-vestedr.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10tannualtime-vestedr.htm)] | | |
| Exhibit No. [removed: (19).] [added: (21).] | | | [removed: [Kimberly-Clark Corporation Insider Trading Policy, effective October 25, 2024,] [added: [Subsidiaries of the Corporation,] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb10k2025exhibit21.htm)] | | |
| Exhibit No. [removed: (21).] [added: (24).] | | | [removed: [Subsidiaries] [added: [Powers] of [removed: the Corporation,] [added: Attorney,] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10k2024exhibit21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb10k2025exhibit24.htm)] | | |
| Exhibit No. (23). | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10k2024exhibit23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb10k2025exhibit23.htm)] | | |
| Exhibit No. [removed: (24).] [added: (10)p.] | | | [removed: [Powers of Attorney,] [added: [Severance Pay Plan, as amended and restated effective August](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmbex10pamendedandrestated.htm) [25](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmbex10pamendedandrestated.htm)[, 2025,] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10k2024exhibit24.htm)] [added: herewith.*](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmbex10pamendedandrestated.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/55785/000005578525000013/kmb10kq4exhibit31a2024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb10k2025exhibitno31a.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/55785/000005578525000013/kmb10kq4exhibit31b2024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb10k2025exhibitno31b.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/55785/000005578525000013/kmb10kq4exhibit32a2024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb10k2025exhibitno32a.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/55785/000005578525000013/kmb10kq4exhibit32b2024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000162828026007567/kmb10k2025exhibitno32b.htm)] | | |
| | | | [removed: 80] [added: 93] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| Exhibit No. (2)a. | | | [Agreement and Plan of Merger, dated as of November 2, 2025, by and among Kenvue Inc., Kimberly-Clark Corporation, Vesta Sub I, Inc. and Vesta Sub II, LLC, incorporated by reference to Exhibit No. 2.1 of the Corporation's Current Report on Form 8-K filed on November 3, 2025.](https://www.sec.gov/Archives/edgar/data/55785/000110465925105220/tm2530027d1_ex2-1.htm) | | |
| Exhibit No. (10)u. | | | [Equity and Asset Purchase Agreement, dated as of June 4, 2025, by and among Kimberly-Clark Corporation, as the Seller, Kimberly-Clark IFP Newco B.V., as the Company, and Suzano International Holding B.V., as the Buyer, incorporated by reference to Exhibit No. (10)u of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578525000080/exhibit10uequityandassetpu.htm)[5](https://www.sec.gov/Archives/edgar/data/55785/000005578525000080/exhibit10uequityandassetpu.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578525000080/exhibit10uequityandassetpu.htm) | | |
| | | | | | |
| | | | | | |
| | | | | | |
| The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish a supplemental copy of such schedules to the Securities and Exchange Commission upon its request. | | | | | |
Item 16. FORM 10-K SUMMARY
14 rewritten, 8 added, 7 removed, 60 unchanged
| | | | [removed: 81] [added: 94] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| | | | | | | Andrew [removed: S. Drexler] [added: Scribner] Vice President and Controller | | |
| /s/ Michael D. Hsu | | | | | | Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Nelson Urdaneta | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| /s/ Andrew [removed: S. Drexler] [added: Scribner] | | | | | | Vice President and Controller (Principal Accounting Officer) | | | February [removed: 13, 2025] [added: 12, 2026] | | |
| | | | Andrew [removed: S. Drexler] [added: Scribner] Attorney-in-Fact | | | | | | | | |
| | | | [removed: 82] [added: 95] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
FOR THE YEARS ENDED DECEMBER 31, [removed: 2024, 2023] [added: 2025, 2024] AND [removed: 2022][added: 2023]
| Allowance for doubtful accounts | | | $ | [removed: 59] [added: 29] | | | | | $ | [removed: (6)] [added: 1] | | | | | $ | [removed: (4)] [added: 1] | | | | | $ | [removed: 15] [added: 4] | | (b) | | | | | | | | | $ | [removed: 34] [added: 27] | |
| Allowances for sales discounts | | | [removed: 19] [added: 19] | | | | | | [removed: 250] [added: 250] | | | | | | [removed: (7)] [added: (7)] | | | | | | [removed: 243] [added: 243] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 19] [added: 19] | | |
| Allowance for doubtful accounts | | | $ | [removed: 47] [added: 52] | | | | | $ | [removed: 15] [added: (6)] | | | | | $ | [removed: 3] [added: (4)] | | | | | $ | [removed: 6] [added: 13] | | (b) | | | | | | | | | $ | [removed: 59] [added: 29] | |
| Allowance for doubtful accounts | | | $ | 40 | | | | | $ | [removed: 14] [added: 15] | | | | | $ | [removed: (3)] [added: 3] | | | | | $ | [removed: 4] [added: 6] | | (b) | | | | | | | | | $ | [removed: 47] [added: 52] | |
| Allowances for sales discounts | | | [removed: 15] [added: 19] | | | | | | [removed: 239] [added: 250] | | | | | | [removed: (3)] [added: (10)] | | | | | | [removed: 234] [added: 241] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 17] [added: 18] | | |
| | | | [removed: 83] [added: 96] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2024] [added: 2025] Annual Report* | | |
| February 12, 2026 | | | By: | | | /s/ Andrew Scribner | | |
| Andrew Scribner | | | | | | | | | | | |
| By: | | | /s/ Andrew Scribner | | | | | | February 12, 2026 | | |
| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 295 | | | | | $ | 154 | | | | | $ | — | | | | | $ | (2) | | | | | | | | | | | $ | 451 | |
| Valuation allowance | | | $ | 298 | | | | | $ | 8 | | | | | $ | — | | | | | $ | 11 | | | | | | | | | | | $ | 295 | |
| Valuation allowance | | | $ | 296 | | | | | $ | 46 | | | | | $ | — | | | | | $ | 44 | | | | | | | | | | | $ | 298 | |
| February 13, 2025 | | | By: | | | /s/ Andrew S. Drexler | | |
| Andrew S. Drexler | | | | | | | | | | | |
| By: | | | /s/ Andrew S. Drexler | | | | | | February 13, 2025 | | |
| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 302 | | | | | $ | 11 | | | | | $ | — | | | | | $ | 12 | | | | | | | | | | | $ | 301 | |
| Valuation allowance | | | $ | 299 | | | | | $ | 46 | | | | | $ | — | | | | | $ | 43 | | | | | | | | | | | $ | 302 | |
| Valuation allowance | | | $ | 279 | | | | | $ | 37 | | | | | $ | — | | | | | $ | 17 | | | | | | | | | | | $ | 299 | |