UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2025
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number 1-225
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
39-0394230
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
P.O. Box 619100
Dallas, TX
75261-9100
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code: (972) 281-1200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock-$1.25 par value
KMB
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Emerging growth company
☐
Non-accelerated filer
☐
Smaller reporting company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by non-affiliates on June 30, 2025 (based on the closing stock price as of such date) was
approximately $42.8 billion.
As of January 30, 2026, there were 331,922,371 shares of Kimberly-Clark common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the definitive Proxy Statement for Kimberly-Clark's 2026 Annual Meeting of Stockholders to be held on May 14, 2026 is incorporated
by reference into Part III.
KIMBERLY-CLARK CORPORATION
TABLE OF CONTENTS
Page
Part I
Item 1.
Business
1
Item 1A.
Risk Factors
6
Item 1B.
Unresolved Staff Comments
18
Item 1C.
Cybersecurity
18
Item 2.
Properties
19
Item 3.
Legal Proceedings
20
Item 4.
Mine Safety Disclosures
20
Information About Our Executive Officers
20
Part II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
23
Item 6.
[Reserved]
23
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
23
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
40
Item 8.
Financial Statements and Supplementary Data
42
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
88
Item 9A.
Controls and Procedures
88
Item 9B.
Other Information
89
Item 9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
89
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
90
Item 11.
Executive Compensation
90
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
90
Item 13.
Certain Relationships and Related Transactions, and Director Independence
90
Item 14.
Principal Accountant Fees and Services
90
Part IV
Item 15.
Exhibits, Financial Statement Schedules
91
Item 16.
Form 10-K Summary
94
Signatures
95
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
PART I
ITEM 1. BUSINESS
Description of Kimberly-Clark
Kimberly-Clark Corporation was founded in 1872 and incorporated in Delaware in 1928. 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. We are principally engaged in
the manufacturing and marketing of a wide range of products made from natural or synthetic fibers and materials using advanced
technologies in fibers, nonwovens and absorbency. Kimberly-Clark and our trusted brands are an indispensable part of life for people in more
than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-
Ups, GoodNites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, 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 are
committed to using sustainable practices that are designed to support a healthy planet, build strong communities, and enable our business to
thrive for decades to come. Unless the context indicates otherwise, the terms "Corporation," "Company," "Kimberly-Clark," "K-C," "we," "our"
and "us" refer to Kimberly-Clark Corporation and its consolidated subsidiaries.
Amounts within this Annual Report on Form 10-K are reported in millions, except per share amounts, unless otherwise noted.
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.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Segment Reporting
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.
Segments are described in greater detail in Item 8, Note 16 to the Consolidated Financial Statements.
2024 Transformation Initiative
During fiscal 2024, we announced our 2024 Transformation Initiative in order to create a more agile and focused operating model. 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. This new operating model and strategy leverages three synergistic pillars:
•
Accelerating pioneering innovation to capture significant growth available in our product categories by investing in science-based and
proprietary technology to solve unmet and evolving consumer needs, and delivering breakthrough storytelling to drive category
participation and brand love;
•
Optimizing our margin structure to deliver superior consumer propositions 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
•
Wiring our organization for growth to drive agility, speed, and focused execution that extends our competitive advantages further into
the future.
Distribution and Customers
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. Products for professional use are sold
through distributors, directly to manufacturing, lodging, office building, food service, and high-volume public facilities, and through e-
commerce.
Our largest customer, Walmart Inc., represented approximately 16% in 2025 and 2024 and 15% in 2023 of our net sales from continuing
operations. Net sales to Walmart Inc. were primarily in the NA segment.
Acquisitions and Divestitures
During the periods included within this Annual Report on Form 10-K, we completed the following acquisition and divestiture activity:
•
2024 - The sale of our personal protective equipment business which included Kimtech branded products such as gloves, apparel
and masks, and KleenGuard branded products such as gloves, apparel, respirators and eyewear.
•
2023 - The acquisition of the remaining shares of Thinx Inc. (“Thinx”), an industry leader in the reusable period and incontinence
underwear category.
•
2023 - The sale of our Neve tissue brand and related consumer and professional tissue assets in Brazil.
These transactions are discussed in greater detail in Item 8, Note 4 to the Consolidated Financial Statements.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Patents and Trademarks
We own various patents and trademarks registered domestically and in many foreign countries. We consider the patents and trademarks that
we own and the trademarks under which we sell certain of our products to be material to our business. Consequently, we seek patent and
trademark protection by all available means, including registration.
Raw Materials
Cellulose fiber, in the form of kraft pulp or fiber recycled from recovered waste paper, is the primary raw material for our tissue products, and
in the form of fluff pulp, is a component of disposable diapers, training and youth pants, feminine pads and incontinence care products.
Polypropylene and other synthetics and chemicals are the primary raw materials for manufacturing nonwoven fabrics, which are used in
disposable diapers, training and youth pants, wet wipes, feminine pads, incontinence care products, and professional wipers and apparel.
Superabsorbent materials are important components of disposable diapers, training and youth pants and incontinence care products.
Raw materials are purchased from third parties, and we consider the supply to be adequate to meet the needs of our businesses. See
Item 1A, "Risk Factors."
Competition
We have several major competitors in most of our markets, some of which are larger and more diversified than us. The principal methods
and elements of competition include brand recognition and loyalty, product innovation, quality and performance, price, and marketing and
distribution capabilities. For additional discussion of the competitive environment in which we conduct our business, see Item 1A, "Risk
Factors."
Corporate Responsibility and Sustainability
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.
Delivering our purpose begins with focusing on the health and safety of our customers, consumers, and employees; promoting the value of
inclusion and 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 activities, operations and global charitable partnerships to clean water and sanitation,
the advancement of essential care for underserved communities, climate action and responsible consumption and production. Our
sustainability strategy puts our brand, supply chain and innovation teams to work with the goal of creating shared value by addressing
relevant global challenges and is focused on addressing key climate-related risks and opportunities throughout our value chain.
We strive to make lives better while also working to help safeguard the earth’s natural ecosystems. We implement this effort by considering
our sustainability goals during our business and capital planning processes, coordinating the priorities of our supply chain, brand and
innovation teams, and establishing meaningful performance indicators. Our environmental priorities include reducing our use of new fossil
fuel-based plastic, while enabling circular systems to recover the materials in our products and packaging; reducing our products’ use of
natural forest fiber, while supporting forest biodiversity and forest dependent communities; reducing greenhouse gas emissions along our
value chain, with goals approved by the Science Based Targets initiative ("SBTi"); and building resilience to water risk at our facilities and in
our communities in water-stressed regions around the world. We have aligned our goals with the United Nations' Sustainable Development
Goals framework. Progress on our strategy is outlined in our Global Sustainability reports.
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, to be approximately $150 and $140, respectively.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating
expenditures, consolidated earnings or competitive position. Current environmental spending estimates could be modified as a result of
changes in our plans or changes in legal requirements, including any requirements related to global climate change or other factors.
Regulatory Compliance
We are subject to many laws and regulations across all the countries in which we do business, and we are particularly impacted by those
relating to product safety, environmental protection and data privacy and protection. We are also subject to anti-corruption laws and
regulations, such as the U.S. Foreign Corrupt Practices Act, and antitrust and competition laws and regulations that govern our dealings with
suppliers, customers, competitors and government officials.
We are obligated to comply with regulations that cover product safety, efficacy, manufacturing, advertising, labeling and safety reporting.
These include requirements that we provide a label that highlights perceived concerns about a product or warns consumers of risks of using
our products. In some cases, it may be necessary to initiate product recalls if safety risks are considered to exist. All our facilities and other
operations are subject to various environmental protection statutes and regulations, including those relating to the use of water resources
and the discharge of wastewater. 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, 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.
Our policy is to abide by all applicable laws and regulations, and we have internal programs in place to manage global compliance with these
various requirements. We also expect that our many suppliers, consultants and other third parties working on our behalf share our
commitment to compliance, and we have policies and procedures in place to manage these relationships, though they inherently involve a
lesser degree of control over operations and governance. We monitor each of these areas for new or changed regulatory requirements,
particularly in the rapidly evolving area of data privacy and protection. We have made, and plan to continue making, necessary expenditures
for compliance with applicable laws and regulations; however, total capital expenditures and operating expenses related to compliance are
not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position.
Human Capital Management
As of December 31, 2025, we had approximately 36,000 employees in our consolidated operations, including employees of our IFP Business
reported as discontinued operations. Approximately 35% of our employees were located in North America. The remaining employees were
located in approximately 55 countries outside of North America. 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 three key areas:
•
Health and safety
We strive to protect the health and safety of our employees. We create and administer company-wide policies and processes
designed to protect our employees and to comply with applicable safety regulations. Health and safety training is regularly provided
to our employees. We review and monitor our performance closely to drive continuous improvement in our safety programs.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
•
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:
–
Talent and succession planning processes, leadership and management development programs, and broad
learning opportunities
We believe that developing and engaging employees at all levels of the organization is critical to their skill advancement and
professional growth.
–
Continuous listening
We hold regular Town Hall meetings where employees can ask executives questions and make their voices heard. We host
a series of conversations to drive employee and leadership engagement across a variety of topics, including belonging and
inclusion. We conduct global 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 our employees’ experience.
–
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.
We offer all employees the opportunity to join any of our voluntary inclusion networks. 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. The
Management Development and Compensation Committee (“MDC”) of the Board of Directors is responsible for reviewing our
belonging and inclusion strategy.
•
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 success with both short-term cash incentives and long-term equity-
based incentives. We also provide a variety of resources and services to help our employees plan for retirement. We believe the
structure of our compensation packages provides the appropriate incentives to attract, retain and motivate our employees.
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.
Available Information
We make financial information, news releases and other information available on our corporate website at www.kimberly-clark.com. 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 electronically file these reports and amendments with, or furnish them to, the Securities and Exchange
Commission ("SEC"). The information contained on or connected to our website is not incorporated by reference into this Annual Report on
Form 10-K and should not be considered part of this or any other report filed with the SEC. Stockholders may also contact Stockholder
Services, P.O. Box 612606, Dallas, Texas 75261-2606 to obtain a hard copy of these reports without charge.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
ITEM 1A. RISK FACTORS
Our business faces many risks and uncertainties that we cannot control. Any of the risks discussed below, as well as factors described in
other places in this Form 10-K, or in our other filings with the SEC, could adversely affect our business, consolidated financial position,
results of operations or cash flows. In addition, these items could cause our future results to differ from those in any of our forward-looking
statements. These risks are not the only ones we face. Other risks that we do not presently know about or that we presently believe are not
material could also adversely affect us.
Business Operations
Significant increases in prices for raw materials, energy, transportation or other necessary supplies or services, without
corresponding increases in our selling prices, could adversely affect our financial results.
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 relations, the impact of health pandemics or an inability to avoid disruptions in production
output could have an adverse effect on our financial results.
Cellulose fiber, in the form of kraft pulp or recycled fiber from recovered waste paper, is used extensively in our tissue products and is subject
to significant price fluctuations. Cellulose fiber, in the form of fluff pulp, is a key component in our disposable diapers, training and youth
pants, feminine and incontinence care products, and other related products. In past years, pulp prices have experienced significant volatility.
Increases in pulp prices or limits in the availability of recycled fiber could adversely affect our earnings if selling prices for our finished
products are not adjusted or if these adjustments significantly trail the increases in pulp prices. We utilize a variety of pricing structures and
revenue growth management strategies to manage these risks.
A number of our products, such as diapers, training and youth pants, feminine pads, incontinence care products and disposable wipes,
contain certain materials that are principally derived from petroleum. These materials are subject to price fluctuations based on changes in
petroleum prices, availability and other factors, with these prices experiencing significant volatility in recent years. We purchase these
materials from a number of suppliers. Significant increases in prices for these materials could adversely affect our earnings if selling prices
for our finished products are not adjusted, if these adjustments significantly trail the increases in prices for these materials, or if we do not
utilize lower priced substitutes for these materials.
Our manufacturing operations utilize electricity, natural gas and petroleum-based fuels. To help ensure we use energy efficiently and cost-
effectively, we maintain energy efficiency improvement programs at our manufacturing sites. Our contracts with energy suppliers vary as to
price, payment terms, quantities and duration. Our energy costs are also affected by various market factors including the availability of
supplies of particular forms of energy, energy prices and local and national regulatory decisions (including actions taken to address climate
change and related market responses) and geopolitical factors. There can be no assurance that we will be fully protected against substantial
changes in the price or availability of energy sources.
There can be no assurance that our efforts to minimize the impact of increased costs, including increasing selling prices, in response to the
increased costs will be successful.
Failure of key technology systems, cyberattacks, privacy breaches or data breaches could have a material adverse effect on our
business, financial condition, results of operations and reputation.
To conduct our business, we rely extensively on information and operational technology systems, many of which are managed, hosted,
provided and/or used by third parties and their vendors. These systems include, but are not limited to, programs and processes relating to
internal communications and communicating with customers, consumers, vendors, investors and other parties; ordering and managing
materials from suppliers; converting materials to finished products; receiving and processing purchase orders and shipping products to
customers; processing transactions; storing, processing and transmitting data, including personal confidential information and payment card
industry data; supporting employee data processing for our global workforce; hosting, processing and
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sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and
tax requirements. Furthermore, we sell certain products directly to consumers online and through websites, mobile apps and connected
devices, and we also engage in online activities, including data collection, promotions, rebates and customer loyalty and other programs,
through which we may receive personal information. A breach or other breakdown in our technology, including a cyberattack, privacy
incident, data incident or other event involving us or any of our third-party service providers or vendors could adversely affect our financial
condition and results of operations.
Despite the security measures we have in place, the information and operational technology systems, including those of our customers,
vendors, suppliers and other third-party service providers with whom we have contracted, have, in the past, and may, in the future, be
vulnerable to cyber-threats such as computer viruses or other malicious codes, ransomware, cyber extortion, security incidents, denial of
service attacks, unauthorized access, phishing attacks, social engineering and other disruptions from employee error, unauthorized uses,
system failures, including Internet outages, unintentional or malicious actions of employees or contractors or cyberattacks by hackers,
criminal groups, nation-states and nation-state-sponsored organizations and social-activist organizations. We have seen and may continue to
see an increase in the number of such attacks, especially as we continue operating under a hybrid working model under which employees
can work and access our technology infrastructure remotely. Furthermore, the rapid evolution and increased adoption of artificial intelligence
technologies may intensify our cybersecurity risks. In addition, while we have purchased cybersecurity insurance, costs related to a
cyberattack may exceed the amount of insurance coverage or be excluded under the terms of our cybersecurity insurance policy. As
cyberattacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as
appropriate for our operations.
Our security efforts and the efforts of our third-party providers may not prevent or timely detect future attacks and resulting breaches or
breakdowns of our, or third-party service providers’, databases or systems. In addition, if we or our third-party providers are unable to
effectively resolve such breaches or breakdowns on a timely basis, we may experience interruptions in our ability to manage or conduct
business, as well as reputational harm, governmental fines, penalties, regulatory proceedings, and litigation and remediation expenses. In
addition, such incidents could result in unauthorized disclosure and misuse of material confidential information, including personal identifying
information.
Cyber-threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of
expertise and motives, and this increases the difficulty of detecting and successfully defending against them. We have incurred, and will
continue to incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation, industry
standards and contractual obligations. Increased regulation of data collection, use, and retention practices, including self-regulation and
industry standards, changes in existing laws and regulations, including reporting requirements, enactment of new laws and regulations,
increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to
grow our business or otherwise harm our business.
In addition, data incidents or theft of personal information collected by us and our third-party service providers as well as data incidents or
theft of our information may occur. We are subject to the laws and regulations of various countries where we operate or do business related
to solicitation, collection, processing, transferring, storing or use of consumer, customer, vendor or employee information or related data.
These laws and regulations change frequently, and new legislation continues to be introduced and may be interpreted and applied differently
from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. The changes introduced by data privacy and
protection regulations increase the complexity of regulations enacted to protect business and personal data and they subject us to additional
costs. These laws and regulations also may result in us incurring additional expenses and liabilities in the event of unauthorized access to or
disclosure of personal data.
We are in the process of upgrading our enterprise resource planning system (known as SAP) to enhance operating efficiencies and provide
more effective management of our business operations. We also use various other hardware, software and operating systems that may need
to be upgraded or replaced in the near future as such systems cease to be supported by third-party service providers, and may be vulnerable
to increased risks, including the risk of security breaches, system failures and disruptions. System upgrades take time, require oversight and
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
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. Moreover, there is no assurance that the new enterprise
resource planning system will meet our current and future business needs or that it will operate as designed. Any significant failure or delay
in system upgrades could cause an interruption to our business and adversely affect our operations and financial results.
Our international operations are subject to foreign market risks, including changes in foreign currency exchange rates, currency
restrictions, political, social and economic instability, and the imposition of increased or new tariffs, which may adversely affect
our financial results.
Our strategy includes operations growth outside the U.S., especially in developing markets such as China, Eastern Europe, ASEAN and
Latin America. About half of our net sales come from markets outside the U.S. We and our equity companies have manufacturing facilities in
30 countries and sell products in a substantial majority of countries around the world. Our results may be adversely affected by a number of
foreign market risks:
•
Exposure to the movement of various currencies against each other and the U.S. dollar. Among other impacts, these movements
could cause increases in dollar-based input costs for operations outside the U.S. due to weaker foreign exchange rates versus the
U.S. dollar. A portion of the exposures, arising from transactions and commitments denominated in non-local currencies, is
systematically managed through foreign currency forward and swap contracts where available and economically advantageous. We
do not generally hedge our income statement translation exposure with respect to foreign operations.
•
Increases in currency exchange restrictions. These restrictions could limit our ability to repatriate earnings from outside the U.S. or
obtain currency exchange for U.S. dollar inputs to continue operating in certain countries.
•
Adverse political conditions. Risks related to political instabilities and hostilities (including the war in Ukraine), expropriation, new or
revised legal or regulatory constraints, difficulties in enforcing contractual and intellectual property rights, and potentially adverse tax
consequences could adversely affect our financial results.
•
The imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, price floors or similar restrictions on our
sales or key commodities, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or
policies that might negatively affect our sales or profitability.
•
Greater economic volatility and vulnerability to infrastructure and labor disruptions.
The inability to effectively manage foreign market risk could adversely affect our business, consolidated financial condition, results of
operations or liquidity. See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and
Item 8, Note 1 to the Consolidated Financial Statements for information regarding our adoption of highly inflationary accounting in Argentina
and Türkiye.
There is no guarantee that our ongoing efforts to reduce costs will be successful.
We continue to implement plans to improve our competitive position by achieving cost reductions in our operations. In March 2024, we
announced our 2024 Transformation Initiative intended to improve our focus on growth and reduce our structural cost base by realigning our
internal operating and management structure to streamline our global supply chain and improve the efficiency of our corporate and regional
overhead cost structures. In addition, we expect ongoing cost savings from our continuous improvement activities. We anticipate these cost
savings will result from reducing material costs and manufacturing waste and realizing productivity gains, distribution efficiencies and
overhead reductions in each of our business segments and in our corporate functions. Any negative impact these plans have on our
relationships with employees, suppliers or customers or any failure to generate the anticipated efficiencies and savings could adversely affect
our financial results.
Our operations in Russia and the surrounding region are impacted by the war in Ukraine.
The war between Russia and Ukraine has negatively impacted, and may continue to negatively impact, our operations in Russia and the
surrounding region. Consistent with the humanitarian nature of our products, we
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
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. Beginning in March 2022, we significantly adjusted our business in Russia, substantially curtailing media,
advertising and promotional activity and suspending capital investments, other than certain maintenance investments, in our sole
manufacturing facility in Russia. Our ability to continue our operations in Russia may change as the situation evolves. We have experienced
high input costs, supply chain complexities, reduced consumer demand, restricted access to raw materials and production assets, and
restricted access to financial institutions, as well as supply chain, professional services, monetary, currency, trade and payment/investment
sanctions and related controls. As the business, geopolitical and regulatory environment concerning Russia evolves, we may not be able to
sustain the limited manufacture and sale of our products, and our assets may be partially or fully impaired. Moreover, the war in Ukraine
could result in cyber-based attacks to our information technology systems, disruptions to foreign exchange rates and financial and credit
markets and amplify or affect the other risk factors set forth in this Part I, Item 1A, any of which may adversely affect our business.
Damage to the reputation of Kimberly-Clark or to one or more of our brands could adversely affect our business.
Developing and maintaining our reputation, as well as the reputation of our brands, is a critical factor in our relationship with consumers,
customers, suppliers and others. 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, inclusion and 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. In addition, our products could face withdrawal, recall or other
quality issues. Consumers increasing use and reliance on social media for information could increase the risk of adverse publicity, potentially
with negative perception of our products or brands. Negative posts or comments about our company, our brands or our employees on social
media or web sites (whether factual or not) or security breaches related to use of our social media accounts and failure to respond effectively
to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate.
Placement of our advertisements in social media may also result in damage to our brands if the media itself experiences negative publicity.
Our brands may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can
detect this risk to our brand. Our business and results could also be negatively impacted by the effects of product-related litigation,
allegations of product tampering or contamination, or the distribution and sale of counterfeit products.
Our inability to attract and retain key personnel could adversely impact our business.
We must attract, hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We are experiencing an
increasingly tight and competitive labor market and, should conditions worsen, we could experience greater turnover. A sustained labor
shortage or increased turnover rates within our employee base could lead to increased costs over time, such as increased overtime to meet
demand, and increased wages to attract and retain employees. Additionally, with our rapidly changing environment, it is critical to ensure we
have the right skills, capabilities and experience needed to respond to evolving consumer and customer needs. Failure to attract and develop
personnel with key emerging capabilities could disrupt our institutional knowledge base and erode our competitiveness.
Disruption in our supply chain or our manufacturing or distribution operations could adversely affect our business.
Our ability to manufacture, distribute and sell products is critical to our operations. 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 war in Ukraine), governmental regulatory requirements or
nongovernmental voluntary actions in response to global climate change or other concerns regarding the sustainability of our business, which
could disrupt our supply chain and impair our ability to manufacture or sell our products. This interruption, if not mitigated in advance or
otherwise effectively managed, could adversely impact our business, financial condition and results of operations, as well as require
additional resources to address.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
We have a complex network of suppliers, including a number of sole-source and single-source suppliers for certain commodities and raw
material inputs. In addition, third parties manufacture some of our products and provide certain administrative services. Disruptions or delays
at these suppliers, third-party manufacturers or service providers due to the reasons above or the failure of these parties, manufacturers or
service providers to otherwise satisfactorily perform, could adversely impact our operations, sales, payments to our suppliers, employees,
and others, and our ability to report financial and management information on a timely and accurate basis. In the case of our sole-source
suppliers, failure to successfully negotiate satisfactory purchase terms could adversely impact our business.
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 involve numerous risks, including risk of
litigation or regulatory actions, unexpected costs or expenses, difficulties in the assimilation of the operations, technologies, services and
products of acquired product lines or businesses, estimation and assumption of liabilities and contingencies, business disruption during the
pendency of or following the proposed transaction, personnel turnover and the diversion of management's attention from other business
concerns. 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. 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, divestitures could adversely affect our ongoing business
operations, including by enhancing our competitors' positions or reducing consumer confidence in our ongoing brands and products. We may
be unable to achieve anticipated benefits or cost savings from business development activities in the timeframe we anticipate, or at all.
The inability to effectively and efficiently manage business development activities, including acquisitions and 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.
Disruptions in the credit markets or changes to our credit ratings may adversely affect our business.
We access the long-term and short-term capital markets to obtain financing. Our financial performance, our short- and long-term debt credit
ratings, interest rates, the stability of financial institutions with which we partner, geopolitical or national political developments, the stability
and liquidity of the overall global capital markets and the state of the global economy, could affect our access to, and the availability and cost
of, financing on acceptable terms and conditions and our ability to pay dividends in the future.
We regularly access the commercial paper market for ongoing funding requirements. A downgrade in our credit ratings by a credit rating
agency could increase our borrowing costs and adversely affect our ability to issue commercial paper. Disruptions in the commercial paper
market or other effects of volatile economic conditions on the credit markets also could reduce the amount of commercial paper that we could
issue and raise our borrowing costs for both short- and long-term debt offerings.
Disruptions in the credit markets, limitations on our ability to borrow, a reduction in our liquidity or an increase in our borrowing costs could
materially and adversely affect our financial condition and results of operations.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Climate change and other sustainability matters may adversely affect our business and operations.
There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global
temperatures, weather patterns, water availability and quality, and the frequency and severity of extreme weather and natural disasters. We
have transition risks related to the transition to a lower-carbon economy and physical risks related to the physical impacts of climate change.
Transition risks include increased costs of carbon emission, increased cost to produce products in compliance with future regulations,
increased raw materials cost, shifts in customer/consumer values and other legal, regulatory and technological risks. Physical risks include
the risk of direct damage to assets or supply chain disruption caused by severe weather events such as floods, storms, wildfires and
droughts. In addition, concern over climate change by governments and regulators globally have resulted and may continue to result in new
legal and regulatory requirements to reduce or mitigate the effects of climate change on the environment (or conversely, to restrict activities
to address or consider climate change and related matters). Compliance with these requirements may increase our costs of doing business,
including to the extent these reporting regimes are inconsistent.
There is also increased focus, including by governmental and non-governmental organizations, investors and investment managers,
customers, suppliers, consumers, our employees and other stakeholders on these and other sustainability matters, including responsible
sourcing and deforestation, the use of plastic, energy and water, the recyclability or recoverability of packaging, including single-use and
other plastic packaging and ingredient transparency. At the same time, there is growing opposition to initiatives on these matters, including
the enactment or proposal of “Anti-ESG” legislation or policies, and our public reporting on our sustainability initiatives, expectations, and
progress, including our ambitions for 2030, may not satisfy the expectations of all stakeholders. These stakeholders may rely on their
assessment or perception (or a third-party’s assessment) of our sustainability practices to inform their future engagement with our company,
products, and securities. Any failure to achieve our sustainability goals, including those aimed to reduce our impact on, improve or preserve
the environment, or the perception (whether or not valid) that we have failed to act responsibly with respect to such matters or to effectively
respond to new legal or regulatory requirements regarding climate change, could adversely affect our business and reputation, including the
loss of customers or business opportunities and legal or regulatory proceedings.
Marketing and Competition
Intense competition for sales of our products, changes in consumer purchasing patterns and the inability to innovate or market
our products effectively could have an adverse effect on our financial results.
We operate in highly competitive domestic and international markets against well-known, branded products and low-cost or private label
products. Inherent risks in our competitive strategy include uncertainties concerning trade and consumer acceptance, the effects of
consolidation within retailer and distribution channels, a growing e-commerce marketplace, and customers' and competitors' actions. Our
competitors for these markets include global, regional and local manufacturers, including private label manufacturers. Some of these
competitors may have better access to financial resources and greater market penetration, which enable them to offer a wider variety of
products and services at more competitive prices. Alternatively, some of these competitors may have significantly lower product development
and manufacturing costs, particularly with respect to private label products, allowing them to offer products at a lower price. E-commerce
potentially intensifies competition by simplifying distribution and lowering barriers to entry. The actions of these competitors could adversely
affect our financial results. In order to stay competitive, it may be necessary for us to lower prices on our products and increase spending on
advertising and promotions, which could adversely affect our financial results. In addition, foreign governments may decide to implement tax
and other policies that favor their domestic manufacturers at the expense of international manufacturers, including our company. These
actions could have a significant negative effect on our pricing, market share and operating results in these markets.
We may be unable to anticipate or adequately respond to changes in consumer demand for our products. 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
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
materials and their impact on environmental sustainability, the impact of health pandemics or other changes in consumer trends or habits. If
we experience lower sales due to changes in consumer demand for our products, our earnings could decrease.
Our ability to develop new products is affected by whether we can successfully anticipate consumer needs and preferences, develop and
fund technological innovations (including advancements such as artificial intelligence, machine learnings and augmented reality, which may
become critical in understanding consumer preferences in the future), and receive and maintain necessary patent and trademark protection.
In addition, we incur substantial development and marketing costs in introducing new and improved products and technologies. The
introduction of a new consumer product (whether improved or newly developed) usually requires substantial expenditures for advertising and
marketing to gain recognition in the marketplace. If a product gains consumer acceptance, it normally requires continued advertising and
promotional support to maintain its relative market position. Some of our competitors may spend more aggressively on advertising and
promotional activities, introduce competing products more quickly and respond more effectively to changing business and economic
conditions. We may not be successful in developing new or improved products and technologies necessary to compete successfully in the
industry, and we may not be successful in advertising, marketing, timely launching and selling our products, including through the use of
digital and social media. Also, if we fail to perfect or successfully assert our intellectual property rights (including in response to developments
in artificial intelligence technologies), we may be less competitive, which could adversely affect our business, financial results and financial
condition.
Increasing dependence on key retailers and the emergence of new sales channels may adversely affect our business.
Our products are sold in a highly competitive global marketplace, which continues to experience increased concentration and the growing
presence of large-format retailers, discounters and e-tailers. With the consolidation of retail trade, both traditional retailers and e-tailers, we
are dependent on key customers, and some of these customers, including large-format retailers and large e-tailers, may have significant
bargaining power. They may use this leverage to demand higher trade discounts or allowances which could lead to reduced profitability. We
may also be negatively affected by changes in the policies of our retail trade customers, such as inventory destocking, limitations on access
to shelf space, delisting of our products, additional requirements related to safety, environmental, social and other sustainability issues, and
other conditions. If we lose a significant customer or if sales of our products to a significant customer materially decrease, our business,
financial condition and results of operations may be adversely affected.
Legal and Regulatory
Government regulations and enforcement, and potential litigation, could have an adverse effect on our financial results.
As a global company, we are subject to a wide variety of laws and governmental regulations across all of the countries in which we do
business, including laws and regulations involving marketing, antitrust, anti-bribery or anti-corruption, data privacy, product liability, product
composition or formulation, packaging content or corporate responsibility after consumer purchase, environmental impact, intellectual
property, employment, healthcare, tax or other matters.
We could be subject to significant legal liability and litigation expense if we fail to comply with applicable laws, regulations, policies and
related interpretations. Our business is subject to the risk of litigation involving customers, consumers, suppliers, competitors, shareholders,
government agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or
other litigation. While it is our policy and practice to comply with all legal and regulatory requirements applicable to our business, we cannot
provide assurance that our employees and agents will follow our policies and procedures at all times. A finding that we are in violation of, or
out of compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, injunctions, product recalls
or criminal sanctions, any of which could adversely affect our business, results of operations, cash flows and financial condition. Whether or
not a claim is successful, without merit or not fully pursued, negative publicity arising from allegations regarding our products, processes or
business practices could adversely affect our reputation and brand image.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
In addition, new or revised laws, regulations or their interpretation may alter the environment in which we do business which could adversely
impact our financial results. For example, new legislation or regulations may result in increased costs to us, directly for our compliance, or
indirectly to the extent suppliers increase prices of goods and services because of increased compliance costs, excise taxes or reduced
availability of raw materials.
While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is
subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may
dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if they prevail, the amount of our
recovery.
New or revised tax regulations could have an adverse effect on our financial results.
We are subject to income tax requirements in various jurisdictions in the U.S. and internationally. Tax laws are dynamic and subject to
change as new laws are passed and new interpretations of the law are issued or applied. Some jurisdictions have unpredictable enforcement
activity. Increases in applicable tax rates, implementation of new taxes, changes in applicable tax laws and interpretations of these tax laws
and actions by tax authorities in jurisdictions in which we operate could reduce our after-tax income and have an adverse effect on our
results of operations.
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
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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.
Following the announcement of the mergers, certain complaints related to the mergers and the related joint proxy statement/prospectus were
filed. Additional stockholder complaints, including stockholder class action complaints, and other complaints may be filed in the future against
us, the K-C board, and others in connection with the mergers. The outcome of such litigation cannot be predicted, including the potential
costs of defense or other liabilities that may arise. Future lawsuits that may be filed could delay or prevent the mergers, divert the attention of
our management and employees from their day-to-day business or otherwise adversely affect our business, results of operations or financial
condition and cause us not to realize, or delay in realizing, some or all of the benefits we expect to achieve upon completion of the mergers.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
We will continue to incur substantial transaction-related costs in connection with the mergers.
We have incurred significant 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. We have incurred, and expect to continue to incur, additional
costs in connection with the satisfaction of the various conditions to closing of the mergers. If there is any delay in the consummation of the
mergers, these costs could increase significantly.
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 success of the combined company will depend, in part, on the ability of the combined company to realize the anticipated benefits and
cost savings from combining K-C’s and Kenvue’s respective businesses, including operational and other synergies that we believe the
combined company will be able to achieve. The anticipated benefits and cost savings of the mergers may not be realized fully or at all, may
take longer to realize than expected or could have other adverse effects that we do not currently foresee. Risks that may be associated with
the combined company include, among others, the risks related to market fluctuations, failure of integration, unforeseen liabilities, employee
and customer retention and increased indebtedness.
The market price of our common stock will continue to fluctuate after the mergers.
The market price of our common stock may fluctuate significantly following the closing of the mergers and holders of our common stock could
lose some or all of the value of their investment. In addition, the stock market has experienced significant price and volume fluctuations in
recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, our common stock,
regardless of our actual operating performance.
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.
Our financial position after the closing of the mergers may differ from our financial position before the closing of the mergers, and our results
of operations or cash flows after the closing of the mergers may be affected by factors different from those currently affecting our financial
position or results of operations or cash flows, or those of Kenvue. Accordingly, the market price and performance of our common stock after
the closing of the mergers likely will be different from the performance of our common stock or Kenvue common stock in the absence of the
mergers. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common
stock, regardless of our actual operating performance.
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.
K-C and Kenvue have operated and, until the closing of the mergers, will continue to operate independently. Following the closing of the
mergers, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of
key K-C employees or key Kenvue employees, the loss of customers, service providers, vendors or other business counterparties, the
disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies,
potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with and following the closing of the
mergers or higher-than-expected integration costs and an overall post-closing integration process that takes longer
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
than originally anticipated. Specifically, the following challenges, among others, must be addressed in integrating the operations of K-C and
Kenvue in order to realize the anticipated benefits of the mergers:
•
Combining the companies’ operations and corporate functions and the resulting difficulties associated with managing a larger, more
complex, diversified business and a larger portfolio of products;
•
Combining the businesses of K-C and Kenvue in a manner that permits the combined company to achieve the cost savings and
operating synergies anticipated to result from the mergers;
•
Integrating and managing new product lines;
•
Avoiding delays in connection with the mergers or the integration process;
•
Integrating personnel from the two companies and minimizing the loss of key employees;
•
Identifying and eliminating redundant functions and assets;
•
Harmonizing the companies’ operating practices, employee development and compensation programs, internal controls, compliance
and other policies, procedures and processes;
•
Maintaining existing agreements with customers, service providers, vendors and other business counterparties and avoiding delays
in entering into new agreements with prospective customers, service providers, vendors and other business counterparties;
•
Addressing possible differences in business backgrounds, corporate cultures and management philosophies; and
•
Consolidating the companies’ operating, administrative and information technology infrastructure and financial systems.
In addition, at times, the attention of certain members of either company’s or both companies’ management and other resources may be
focused on the closing of the mergers and the integration of the two businesses and as such diverted from day-to-day business operations or
other opportunities that may be beneficial to either company, which may disrupt either company’s ongoing operations and the operations 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.
Following the mergers, some of the customers, distributors, service providers, suppliers, vendors, joint venture participants and other
business counterparties of K-C or Kenvue may terminate or scale back their current or prospective business relationships with the combined
company. In addition, K-C and Kenvue have contracts with customers, distributors, service providers, suppliers, vendors, joint venture
participants and other business counterparties that may require K-C or Kenvue to obtain consents from these other parties in connection with
the mergers, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, service providers, suppliers,
vendors, joint venture participants or other business counterparties are adversely affected by the mergers, or if the combined company loses
the benefits of the contracts of K-C or Kenvue, the business, financial condition, cash flows or results of operations of the combined company
could be materially and adversely affected.
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.
As of December 31, 2025, we had approximately $7.2 billion of outstanding indebtedness. We expect to incur acquisition-related debt
financing to fund the Cash Consideration (as defined in Item 8, Note 4 to the Consolidated Financial Statements) in addition to any existing
indebtedness of Kenvue we assume following consummation of the mergers. We are reviewing the treatment of Kenvue’s existing
indebtedness and may, but are not obligated to refinance, repurchase, redeem, exchange or otherwise terminate all or a portion of Kenvue’s
existing indebtedness in connection with or following the consummation of the mergers. We and/or Kenvue may also conduct one or more
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
exchange offers, offers to purchase and/or consent solicitations, but no decisions with respect thereto have been made as of the issuance of
these financial statements.
The combined company’s substantially increased indebtedness will reduce its flexibility to respond to changing business and economic
conditions, and could have adverse effects on its financial condition, cash flows or results of operations, including by:
•
Imposing additional cash requirements on the combined company in order to support interest payments, which would reduce the
amount available to fund its operations and other business activities;
•
Increasing the combined company’s borrowing costs and the risk of default on debt obligations of the combined company;
•
Increasing the vulnerability of the combined company to adverse changes in general economic and industry conditions, economic
downturns and adverse developments in its business;
•
Limiting the ability of the combined company to sell assets, engage in strategic transactions, declare and pay dividends or obtain
additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes;
•
Limiting the flexibility of the combined company in planning for or reacting to changes in its business and the industry in which it
operates;
•
Increasing the exposure of the combined company to a rise in interest rates, which would generate greater interest expense to the
extent the combined company does not have applicable interest rate fluctuation hedges; and
•
Reducing funds available to engage in investments in product development, capital expenditures, dividend payments, share
repurchases and other activities, thereby creating competitive disadvantages for K-C relative to other companies with lower debt
levels.
In connection with the debt refinancing related to the mergers, we expect to seek ratings of the indebtedness of the combined company from
one or more nationally recognized credit rating agencies. Such credit ratings would reflect each rating organization’s opinion of the combined
company’s financial strength, operating performance and ability to meet its debt obligations. Such credit ratings may affect the cost and
availability of future borrowings and, accordingly, our cost of capital. There can be no assurance that the combined company will achieve a
particular rating or maintain a particular rating in the future.
In addition, the combined company’s ability to arrange additional financing or refinancing of this existing debt will depend on, among other
factors, its financial condition and performance, as well as prevailing market conditions and other factors beyond its control. There can be no
assurance that the combined company will be able to obtain additional financing or refinance existing debt on favorable terms or at all.
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.
In accordance with ASC 805, the mergers will be accounted for as an acquisition by K-C pursuant to the acquisition method of accounting for
business combinations. Under the acquisition method of accounting, we will record the net tangible and identifiable intangible assets and
liabilities of Kenvue and its subsidiaries as of the closing of the mergers, at their respective fair values. Our reported financial condition and
results of operations for periods after the closing of the mergers will reflect Kenvue balances and results after the closing of the mergers but
will not be restated retroactively to reflect the historical financial position or results of operations of Kenvue and its subsidiaries for periods
prior to the mergers.
Under the acquisition method of accounting, the total purchase price will be allocated to Kenvue’s tangible assets and liabilities and
identifiable intangible assets based on their fair values as of the date of the closing of the mergers, with any excess purchase price allocated
to goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, we may be required to recognize
material non-cash charges relating to such
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
impairment. Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that
triggered the impairment.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
We have implemented a cybersecurity program to assess, identify, and manage risks from cybersecurity threats. Our efforts are designed to
maintain the confidentiality, integrity, and availability of our information and operational technology systems and the data stored on those
systems. The program includes:
•
periodic risk assessments to identify and assess cybersecurity risks and vulnerabilities in our information technology systems;
•
security event monitoring, management, and incident response;
•
deployment of best in-class solutions to enhance our security posture;
•
penetration testing performed by a dedicated specialized team that is supplemented with periodic third-party engagements;
•
periodic third-party reviews of program maturity are conducted based on the National Institute of Standards and Technology ("NIST")
Cybersecurity Framework;
•
reviews by our internal audit team of the effectiveness of information technology-related internal controls;
•
cybersecurity risk assessments of our third-party vendors; and
•
employee training, including regular phishing simulations.
The program is continually adapting to the evolving threat landscape and technology developments.
Cybersecurity risk management is included within our overall enterprise risk management program which is overseen by our Global Risk
Oversight Committee (“GROC”). The GROC is composed of executive officers and other senior leaders and coordinates with other risk
assurance functions, including internal audit and compliance. The GROC receives regular briefings concerning cybersecurity risks and risk
management processes.
Additional information on cybersecurity risks we face is discussed in Item 1A, "Risk Factors,” which should be read in conjunction with the
information in this section.
Internal Cybersecurity Team
Our Chief Information Security Officer (“CISO”) oversees a team with extensive cybersecurity knowledge and experience. The team is
responsible for:
•
leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes;
•
incident response and operational activities, including identifying and initiating updates to systems which require patching,
vulnerability management strategy, red teaming, network security configurations and security architecture;
•
oversight of third parties engaged to assist in our cybersecurity risk management, along with third parties’ vendors; and
•
legal and regulatory compliance.
Our CISO reports to our Chief Digital and Technology Officer (“CDTO”), who provides management of cybersecurity risks, reviews
operational metrics and performs other relevant activities related to the cybersecurity function.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Security Policy and Requirements
As part of our overall risk management program, we have adopted our Information Security Policy which details the overall risk-based
framework and governance for the management and security of our information technology assets and information. The policy applies to
everyone who accesses our data or information resources and all of our information systems and resources, including third parties we
engage. Our program aligns with the NIST cybersecurity framework.
Material Cyber Risks, Threats and Incidents
We actively monitor the evolving cybersecurity and geopolitical landscapes that could result in new or increased cybersecurity threat
including geopolitical events such as the war in Ukraine.
As a global company serving consumers in more than 175 countries and territories, we routinely experience a wide variety of cybersecurity
incidents. However, we have not experienced a cybersecurity incident that has materially affected or is reasonably likely to materially affect
our business strategy, results of operation or financial condition. For a more detailed discussion of the risks we face, see Item 1A, "Risk
Factors."
Incident Response
We have adopted a cybersecurity incident response plan that is designed to provide a framework across all functions for a coordinated
identification and response to security incidents. The plan specifies the process for identifying, validating, classifying, documenting, and
responding to cybersecurity events as well as determining whether reporting of an event is appropriate under regulatory standards. The plan
also includes a materiality assessment framework that sets forth procedures to support our assessment of whether a security incident is
“material” under the federal securities laws. Internal reporting and escalation protocols are in place to ensure the involvement of the CISO,
other senior leaders, and the Audit Committee, as appropriate. Under the plan, we regularly conduct tabletop exercises to test our
preparedness and our incident response process, and we provide ongoing training.
Governance
Our Board of Directors has delegated to the Audit Committee oversight responsibility of our risk management program, including
cybersecurity, business continuity, IT operational resilience, and data privacy. The Audit Committee receives quarterly reports from our CDTO
and our CISO covering cybersecurity risks, strategic programs for managing cybersecurity risk, emerging trends and operational and policy
compliance metrics.
At the management level, our cybersecurity program is led by our CDTO and our CISO. Our CDTO has served in various information
technology roles for over 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 CISO has over 20 years of experience in various roles, including technology
strategy, cybersecurity and executive leadership at large global companies, most recently serving as CISO at Kellanova (formerly Kellogg
Company). Our CISO also has several information technology-related certifications, including the Certified Information Systems Security
Professional ("CISSP") certification. Our CISO reports to our CDTO, who in turn regularly reports to our Chairman of the Board and Chief
Executive Officer. We have protocols by which certain cybersecurity incidents are reported promptly to the Chairman of the Board and Chief
Executive Officer, or the Audit Committee, as appropriate.
ITEM 2. PROPERTIES
As of December 31, 2025, we own or lease the following principal offices, including offices of the IFP Business reported as discontinued
operations:
•
Our global headquarters and principal executive office located in the Dallas, Texas metropolitan area;
•
Five geographic headquarters at three U.S. and two international locations; and
•
Five global business service centers at one U.S. and four international locations.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The locations of our and our equity affiliates' principal production facilities by major geographic areas of the world, including facilities of the
IFP Business reported as discontinued operations, are as follows:
Geographic Area:
Number of
Facilities
North America (in 14 states in the U.S.)
27
Outside North America
47
Total (in 30 countries)
74
(a) IPC products are produced in 30 facilities. Products related to the IFP Business reported as discontinued operations are produced in 24 facilities.
Many of these facilities produce multiple products, some across multiple business segments. We believe that our and our equity affiliates'
facilities are suitable for their purpose, adequate to support their businesses and well maintained.
ITEM 3. LEGAL PROCEEDINGS
See Item 8, Note 12 to the Consolidated Financial Statements, which is incorporated in this Item 3 by reference, for information on legal
proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names and ages of our executive officers as of February 12, 2026, together with certain biographical information, are as follows:
Ehab Abou-Oaf, 59, was elected President, International Family Care and Professional in 2024. He is responsible for our family care and
professional businesses in Asia, Latin America, Europe, the Middle East and Africa. Prior to that, he served as President of K-C Professional
since 2022 and as Vice President, Middle East & Africa from 2020 to 2022. Mr. Abou-Oaf joined Kimberly-Clark from Mars, Inc., a
manufacturer of confectionery, pet food, and other food products, where he had a number of positions with increasing responsibility over 19
years, most recently as Regional President, Asia, Middle East & Africa Confectionery. Prior to joining Mars, he spent ten years with The
Procter & Gamble Company in packaging, product development and marketing roles. He also serves on the board of trustees of the
American University in Cairo and on the board of directors of the Singapore American School.
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. 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.
Katy Chen, 45, was elected President, International Personal Care in October 2024. She is responsible for our personal care businesses in
Greater China, Brazil, Indonesia, Australia, New Zealand and Korea. Prior to that, she served as President, K-C Asia Pacific from April 2024
to October 2024, as Managing Director, K-C China from 2021 to April 2024 and as Senior Director, Marketing BCC & FMC from 2019 to
2021. Prior to that, Ms. Chen held multiple positions of increasing responsibility within our Asia Pacific operations since she joined Kimberly-
Clark in 2009.
Patricia Corsi, 53, was elected Chief Growth Officer in 2024. Ms. Corsi joined Kimberly-Clark from Bayer AG, where she served as Chief
Marketing, Digital and Information Officer since 2022, and as Chief Marketing and Digital Officer from 2019 to 2022. Prior to joining Bayer,
Ms. Corsi served as Senior Vice President and Chief Marketing Officer, Mexico for Heineken N.V. from 2016 to 2018. Prior to joining
Heineken, Ms. Corsi served in multiple roles of increasing responsibility at Unilever PLC, beginning in 2006. She also is the founder of Good
Latinas for Good, a nonprofit organization.
(a)
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Tamera Fenske, 47, was elected Senior Vice President and Chief Supply Chain Officer in 2022. She is responsible for the global, end-to-end
supply chain, which includes procurement, manufacturing, distribution, logistics, transportation, quality, safety and sustainability. Ms. Fenske
joined Kimberly-Clark from 3M Company, a global manufacturing and technology company, where she served in multiple roles of increasing
responsibility, most recently as Senior Vice President, U.S. and Canada Manufacturing and Supply Chain from February 2022 to September
2022, Senior Vice President Global Operations, Transportation & Electronics Business Group (TEBG) from 2021 to February 2022, Vice
President of Global Operations, TEBG, from 2020 to 2021, Mfg/SC/LSS Vice President from 2018 to 2020, and Customer Value Stream Vice
President from 2016 to 2018.
Michael D. Hsu, 61, has served as Chairman of the Board since January 2020 and as Chief Executive Officer since January 2019. Prior to
that, he served as President and Chief Operating Officer since 2017, where he was responsible for the day-to-day operations of our business
units, along with our global innovation, marketing and supply chain functions. He served as Group President, K-C North America from 2013
to 2016, where he was responsible for our consumer business in North America, as well as leading the development of new business
strategies for global nonwovens. From 2012 to 2013, his title was Group President, North America Consumer Products. He has been a
director of Kimberly-Clark since 2017. Prior to joining Kimberly-Clark, Mr. Hsu served as Executive Vice President and Chief Commercial
Officer of Kraft Foods, Inc., from January 2012 to July 2012, as President of Sales, Customer Marketing and Logistics from 2010 to 2012 and
as President of its grocery business unit from 2008 to 2010. Prior to that, Mr. Hsu served as President and Chief Operating Officer,
Foodservice at H. J. Heinz Company. He also serves on the board of directors of McDonald's Corporation.
Grant B. McGee, 45, was elected Senior Vice President and General Counsel in February 2024. He also served as Corporate Secretary
from May 2024 to May 2025. Mr. McGee rejoined Kimberly-Clark from American Airlines, where he served as Vice President, Deputy
General Counsel and Corporate Secretary from 2022 to February 2024. From 2015 to 2022, Mr. McGee served in multiple roles of increasing
responsibility at Kimberly-Clark, most recently as Vice President and Senior Deputy General Counsel.
Jeffrey Melucci, 55, was elected Chief Strategy, Business Development and Administrative Officer in May 2025. He is responsible for
strategy, business development and other core corporate affairs and functions of Kimberly-Clark. From October 2024 to May 2025, he served
as Chief Business, Strategy and Transformation Officer, from January 2024 to October 2024, he served as Chief Business and
Transformation Officer and from November 2020 to January 2024, he served as Chief Business Development and Legal Officer. 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. Mr. Melucci joined
Kimberly-Clark from General Electric, where he served in multiple roles of increasing responsibility.
Stacey Valy Panayiotou, 53, was elected Senior Vice President and Chief Human Resources Officer in September 2025. She is responsible
for the design and implementation of all human capital strategies for Kimberly-Clark, including global compensation and benefits, talent
management, inclusion and belonging, organizational effectiveness and labor/employee relations. Ms. Panayiotou joined Kimberly-Clark from
Ball Corporation, an aluminum manufacturing company, where she served as Senior Vice President and Chief Human Resources Officer
since November 2021. 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.
Craig Slavtcheff, 58, was elected Chief Research and Development Officer in 2024. He has global responsibility for our research and
development, quality and regulatory functions, and is charged with accelerating growth through innovation that addresses opportunities to
elevate Kimberly-Clark’s trusted brands. Mr. Slavtcheff joined Kimberly-Clark from Campbell Soup Company where he served in multiple
roles of increasing responsibility, most recently as Executive Vice President, Chief R&D and Innovation Officer from 2019 to 2024.
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
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
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 that, he served as Group President, K-C North America since 2021,
where he was responsible for our consumer business in North America, and as President of K-C Professional from 2020 to 2021. Mr. Torres
joined Kimberly-Clark from Newell Brands Inc., a consumer goods company, where he served as Group President since 2018 and as Chief
Transformation Officer from 2016 to 2018. Prior to joining Newell Brands, Mr. Torres was a partner at Bain & Company from 2013 to 2016.
Prior to that, Mr. Torres served as a senior executive at Mondelēz International in its North America business unit from 2011 to 2013. Prior to
Mondelēz, Mr. Torres had a previous term at Bain & Company, where he was a partner from 2003 to 2011.
Nelson Urdaneta, 53, was elected Senior Vice President and Chief Financial Officer in 2022. Prior to joining Kimberly-Clark, he served as
Senior Vice President, Treasurer at Mondelēz International since September 2021. Mr. Urdaneta joined Mondelēz in 2005 and served in
multiple roles of increasing responsibility, including Senior Vice President, Corporate Controller and Chief Accounting Officer and Vice
President Finance, Asia Pacific. Prior to joining Mondelēz, he was the Director, Financial Planning and Analysis at Ryder System, Inc.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Kimberly-Clark common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "KMB".
Quarterly dividends have been paid continually since 1935. Dividends have been paid on or about the second business day of January, April,
July and October.
As of January 30, 2026, we had 14,350 holders of record of our common stock.
For information relating to securities authorized for issuance under equity compensation plans, see Part III, Item 12 of this Form 10-K.
We repurchase shares of Kimberly-Clark common stock from time to time pursuant to publicly announced share repurchase programs.
During 2025, we repurchased 1.1 million shares of our common stock at a cost of $141 through a broker in the open market.
The following table contains information for shares repurchased during the fourth quarter of 2025. None of the shares in this table were
repurchased directly from any of our officers or directors.
Period
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares That May
Yet Be Purchased
Under the Plans or
Programs
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
—
(a)
Share repurchases were made pursuant to a share repurchase program authorized by our Board of Directors on January 22, 2021 (the "2021 Program"). The 2021
Program allows for the repurchase of 40 million shares in an amount not to exceed $5 billion.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
This MD&A is intended to provide investors with an understanding of our recent performance, financial condition, cash flows and future
prospects. This discussion and analysis compares consolidated and segment results for the years ended December 31, 2025 and
December 31, 2024 ("2025" and "2024", respectively). For a discussion of our results 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 2024 Annual
Report on Form 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. 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. The reference to "N.M." indicates that the calculation is not meaningful.
Amounts are reported in millions, except per share amounts, unless otherwise noted.
(a)
(a)
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The following will be discussed and analyzed:
•
Overview of Business and Recent Developments
•
Business Environment and Trends
•
Results of Operations
•
Liquidity and Capital Resources
Throughout this MD&A, we refer to financial measures that have not been calculated in accordance with accounting principles generally
accepted in the U.S., or GAAP, and are therefore referred to as non-GAAP financial measures. We believe these measures provide our
investors with additional information about our underlying results and trends, as well as insight to some of the financial measures used to
evaluate management. For additional information and reconciliations to the most closely comparable financial measures presented in our
Consolidated Financial Statements, which are calculated in accordance with U.S. GAAP, see "Summary of Non-GAAP Financial Measures"
below.
Overview of Business and Recent Developments
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. We 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 well-known, trusted brands such as Kleenex, Scott, Huggies, Pull-Ups, Kotex and
Depend.
In operating our business, we seek to:
•
grow our portfolio of brands through consumer-centric and science-based innovation, category development and commercial
execution;
•
leverage our cost and financial discipline to fund durable growth and improve margins; and
•
allocate capital in value-creating ways.
To achieve these objectives, we will continue executing our Powering Care strategy and its three synergistic, strategic pillars: accelerate
pioneering innovation, optimize our margin structure, and wire our organization for growth. 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 to deliver
innovative product solutions that solve unmet consumer needs around the world. It also includes an emphasis on delivering breakthrough
storytelling that grows category participation and brand love. Our second pillar is driven by our supply chain transformation and investment in
three key areas that will enhance our value chain and improve our margin structure: value stream simplification, network optimization, and
scalable automation. Our third pillar is centered on making our enterprise stronger and faster while sharpening our portfolio focus and
footprint on categories and markets with the greatest long-term potential.
Our strong legacy of financial discipline supports our Powering Care 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 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.
We are subject to risks and uncertainties, which can affect our business operations and financial results. See Item 1A, "Risk Factors" in this
Form 10-K for additional information.
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,
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
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.
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 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.
Segments are described in greater detail in Item 8, Note 16 to the Consolidated Financial Statements.
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KIMBERLY-CLARK CORPORATION - 2025 Annual Report
2024 Transformation Initiative
The 2024 Transformation Initiative is designed to sharpen our strategic focus through a new operating model and strategy that leverages
three synergistic pillars:
•
Accelerating pioneering innovation to capture significant growth available in our product categories by investing in science-based and
proprietary technology to solve unmet and evolving consumer needs, and delivering breakthrough storytelling to drive category
participation and brand love;
•
Optimizing our margin structure to deliver superior consumer propositions 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
•
Wiring our organization for growth to drive agility, speed, and focused execution that extends our competitive advantages further into
the future.
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. As we execute our 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. The transformation is expected to impact our organization in all major geographies, and workforce reductions are expected to be
in the range of 4% to 5%. Certain actions under the 2024 Transformation Initiative are being finalized for implementation, and accounting for
such actions will commence when the actions are authorized for execution.
The 2024 Transformation Initiative is expected to be completed by the end of 2026. Total pre-tax savings are expected to be $3.0 billion in
gross productivity; inclusive of input cost and manufacturing cost savings, and $200 in selling, general and administrative expenses. Total
costs are anticipated to be approximately $1.5 billion pre-tax. Cash costs are expected to be approximately 60% of that amount, primarily
related to workforce reductions and other program costs. Expected non-cash charges are primarily related to incremental depreciation and
asset write-offs, including losses associated with the expected exit of certain markets. For the years ended December 31, 2025 and 2024,
total 2024 Transformation Initiative charges were $351 pre-tax ($295 after-tax) and $457 pre-tax ($339 after-tax), respectively. Through
December 31, 2025, cumulative pre-tax charges for the 2024 Transformation Initiative were $808 ($634 after-tax).
Completed Acquisition and Divestiture Activity
On July 1, 2024, we completed the sale transaction of our personal protective equipment ("PPE") business for total consideration of $635.
Upon closure of the transaction, a pre-tax gain of $566 ($453 after-tax) was recognized in Other (income) and expense, net. This gain is net
of transaction costs of $14 that were determined to be directly attributable to the sale transaction.
During 2023, we acquired the remaining outstanding ownership interests in Thinx Inc. ("Thinx") for additional purchase consideration of $95.
As the purchase of additional ownership in an already controlled subsidiary represents an equity transaction, no gain or loss was recognized
in consolidated net income or comprehensive income.
On June 1, 2023, we completed the sale transaction of our Neve tissue brand and related consumer and professional tissue assets in Brazil
for $212. Upon closure of the transaction, a gain of $74 pre-tax was recognized in Other (income) and expense, net. We incurred divestiture-
related costs of $30 pre-tax which were recorded in Cost of products sold and Marketing, research and general expenses, resulting in a net
benefit of $44 pre-tax ($26 after-tax).
See Item 8, Note 4 to the Consolidated Financial Statements for additional details.
26
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Business Environment and Trends
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 “Results of Operations.”
Birth Rate Trends - Sales of our baby and child care products are highly correlated with birth rate trends. In recent years, birth rate declines in
key countries, including China, South Korea and the U.S., have pressured category volume growth rates. To help mitigate the effects of birth
rate declines, we aim to drive sales growth at or ahead of category growth rates through innovation, premiumization, strong brand building
plans and digital marketing investment as part of our growth strategy.
Competition - Our products are sold in a highly competitive global marketplace. Our competitors include global, regional and local
manufacturers, including private label manufacturers which offer products that are typically sold at lower prices. In particular, we've
experienced increased competitive pressures from private label manufacturers in the Baby and Child Care and Family Care categories.
Increased purchases of private label products could reduce net sales of our higher-margin products which would negatively impact our
profitability. While the global marketplace in which we operate has always been highly competitive, we continue to experience increased
concentration and the growing presence of large-format retailers, discounters and e-tailers. This market environment has resulted in
increased pressure on pricing and other competitive factors, and we expect these pressures to continue in the coming year.
Pricing - Our net sales growth and profitability may be affected as we adjust prices to address market conditions. We adjust our product
prices based on a number of variables including demand, the competitive environment, technological improvements, product innovations and
changes in our raw material, distribution, energy and other input costs. Price changes may affect net sales, earnings and market share in the
near term as the market adjusts to new pricing and other market conditions.
Operating Costs - Our operating costs include raw materials, labor, selling, general and administrative expenses, general business taxes,
currency impacts, financing costs and tariff-related costs. We manage these costs through cost saving and productivity initiatives, sourcing
and hedging programs, and pricing actions. To remain competitive on our operating structure, we continue to work on programs to expand
our profitability, including our 2024 Transformation Initiative. While we saw stabilization in input costs in 2025 with tailwinds in fiber, resin and
energy, the overall cost basket remains elevated versus pre-pandemic levels. 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. In 2026, we expect
net input costs, including as a result of tariffs, to be broadly in line with fiscal 2025, including the impact from currency on our non-U.S.
operations.
Evolving Consumer Product and Shopping Preferences - The retail landscape in many of our markets continues to evolve due to the rapid
growth of e-commerce retailers, changing consumer preferences (as consumers increasingly shop online) and the increased presence of
alternative retail channels, such as subscription services and direct-to-consumer businesses. Changing consumer preferences also include
increased concerns in regard to post-consumer waste and packaging materials and their impact on environmental sustainability. If we
experience lower sales due to changes in consumer demand for our products, our earnings could decrease. We believe our Powering Care
strategy, sharpened growth focus, sustainability initiatives, innovation pipeline and continued investment in e-commerce capabilities -
underpinned by our commitment to delivering Better Care for a Better World - make us well positioned relative to these changing external
dynamics.
Volatility of Global Markets - Our growth strategy depends in part on our ability to expand our international operations, including in emerging
markets. Some of these markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor
disruptions. Volatility in these markets affects our production costs and the demand for our products and may impact our supply chain and
distribution networks. Volatility in global consumer demand, commodity costs and foreign currency exchange rates increased significantly
over the past few years and is expected to continue in the near term.
27
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Climate Change - We operate in many regions around the world where our businesses could be disrupted by climate change. Our climate
change risk categories include risks related to the transition to a lower-carbon economy (“Transition Risks”) and risks related to the physical
impacts of climate change (“Physical Risks”). Transition Risks include increased costs of carbon emission, increased cost to produce
products in compliance with future regulations, increased raw materials cost, shifts in customer/consumer values and other legal, regulatory
and technological risks. Physical Risks include the risk of direct damage to assets or supply chain disruption caused by severe weather
events such as floods, storms, wildfires and droughts. We continue to progress toward our 2030 Sustainability Goals which include elements
that aim for reductions in greenhouse gas emissions, use of natural forest fibers, use of plastics and use of water in water-stressed regions.
War in Ukraine - Consistent with the humanitarian nature of our products, we manufacture and sell only essential items in Russia, such as
baby diapers and feminine pads, which are critical to the health and hygiene of women, girls and babies. Beginning in March 2022, we
significantly adjusted our business in Russia, substantially curtailing media, advertising and promotional activity and suspending capital
investments, other than certain maintenance investments, in our sole manufacturing facility in Russia. Our Russia business has represented
approximately 1% to 2% of our net global sales, operating profit and total assets. Our ability to continue our operations in Russia may change
as the situation evolves. We have experienced high input costs, supply chain complexities, reduced consumer demand, restricted access to
raw materials and production assets, and restricted access to financial institutions, as well as supply chain, professional services, monetary,
currency, trade and payment/investment sanctions and related controls. As the business, geopolitical and regulatory environment concerning
Russia evolves, we may not be able to sustain the limited manufacture and sale of our products, and our assets may be partially or fully
impaired.
Results of Operations
Consolidated Results
The following discussion and analysis compares our consolidated results of operations and other information for 2025 to 2024.
Summary of Results
Year Ended December 31
2025
2024
% Change
Net Sales
$
16,447
$
16,805
(2.1)%
Gross Profit
5,923
6,289
(5.8)%
Operating Profit
2,351
2,700
(12.9)%
Provision for income taxes
(599)
(442)
35.5 %
Income from Continuing Operations
1,649
2,192
(24.8)%
Income from Discontinued Operations, Net of Income Taxes
400
386
3.6 %
Net Income Attributable to Kimberly-Clark Corporation
2,021
2,545
(20.6)%
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 %
Adjusted Results - Continuing Operations
Year Ended December 31
2025
2024
% Change
Adjusted Gross Profit
$
6,136
$
6,433
(4.6)%
Adjusted Operating Profit
2,731
2,727
0.1 %
Adjusted Earnings per Share
6.12
6.16
(0.6)%
Adjusted Effective Tax Rate
22.8%
22.7%
0.1 %
(a) Adjusted amounts are Non-GAAP financial measures. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to Non-GAAP measures.
(a)
(a)
(a)
(a)
28
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Net Sales:
Drivers of the changes in net sales were:
Percent Change in Net Sales
Volume
Mix/Other
Net Price
Divestitures and
Business Exits
Currency
Translation
Total
Organic
2025 versus 2024
2.5
0.1
(0.9)
(2.9)
(0.9)
(2.1)
1.7
(a) Total may not sum across due to rounding.
(b) Represents the change in net sales excluding the impacts of currency translation and divestitures and business exits. Organic Sales Growth is a non-GAAP financial
measure. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to non-GAAP measures.
(c) Impact of the sale of the PPE business, the exit of the Company's private label diaper business in the United States, and other exited businesses and markets in
conjunction with the 2024 Transformation Initiative.
Net sales of $16.4 billion declined 2.1%, primarily from divestitures and business exits and unfavorable currency impacts, partially offset by
organic sales growth. Organic sales increased 1.7% driven by volume gains of 2.5%, partially offset by lower pricing.
Gross and Operating Profits
Gross profit of $5.9 billion decreased 5.8%, while gross margin of 36.0% decreased 140 basis points. Gross margin in the current and prior
year included approximately 130 basis points and 85 basis points, respectively, for charges related to the 2024 Transformation Initiative,
primarily for incremental depreciation expense, workforce reductions and asset write-offs. Excluding these charges, adjusted gross margin
was 37.3%, a decrease of 100 basis points primarily due to unfavorable pricing net of cost inflation, including tariff impacts, and supply chain
related investments, partially offset by gross productivity savings from integrated margin management of approximately $460.
Operating profit of $2.4 billion decreased 12.9%, inclusive of charges of $348 related to the 2024 Transformation Initiative and $32 related to
the Kenvue Acquisition. Results in the prior year included a $565 gain from the sale of our PPE business, offset by charges of $456 related to
the 2024 Transformation Initiative and $136 from the impairment of intangible assets and litigation and regulatory matters associated with a
previously exited business. Excluding these items, adjusted operating profit was $2.7 billion, in line with the prior year.
Drivers of the changes in adjusted operating profit were:
Percent Change in Adjusted
Operating Profit
Volume
Net Price
Input Costs
Other
Manufacturing
Costs
Currency
Translation
Other
Total
2025 versus 2024
1.2
(5.8)
(7.2)
3.6
(0.6)
8.9
0.1
(a) Includes net impact of productivity initiatives, product and supply chain investments and other changes in cost of products sold.
(b) Includes impact of changes in product mix, marketing, research and general expenses and other (income) and expense, net.
(c) Adjusted Operating Profit is a non-GAAP financial measure. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to non-GAAP
measures.
Adjusted operating profit was in line with the prior year as lower adjusted gross profit discussed above, coupled with a 380 basis point impact
from divestitures and business exits was offset by lower marketing, research and general expenses.
Income from Continuing Operations
Income from Continuing Operations of $1.6 billion decreased 24.8%, reflective of the operating profit drivers discussed above, coupled with
lower income from equity companies and a higher effective tax rate.
Our share of net income of equity companies was $196 compared to $216 in the prior year. The decrease was primarily driven by Kimberly-
Clark de Mexico, S.A.B. de C.V., due to unfavorable currency effects and higher input costs, partially offset by pricing, productivity savings
and lower general and administrative expenses.
(c)
(a)
(b)
(a)
(b)
(c)
29
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The effective tax rate was 29.2% compared to 18.3% in the prior year. The increase was primarily due to incremental tax charges relating to
a valuation allowance on current and prior year U.S. foreign tax credits due to provisions within the One Big Beautiful Bill Act ("OBBBA"),
coupled with tax benefits recognized in the prior year for the release of an uncertain tax position reserve related to the impairment for certain
Softex intangible assets. The adjusted effective tax rate was 22.8%, in line with the prior year.
Diluted earnings per share of $4.86 decreased 24.2% reflective of the decrease in Income from Continuing Operations discussed above,
partially offset by lower weighted average shares outstanding. Adjusted earnings per share of $6.12 were in line with the prior year.
Income from Discontinued Operations, Net of Income Taxes
Income from discontinued operations, net of income taxes of $400 increased 3.6% primarily due to gross productivity savings and a reduction
in depreciation and amortization expense of $70, partially offset by pre-tax separation costs of $77.
Segment Results
The following presents the results of the Company’s reportable segments and compares our segment net sales, operating profit and other
information for 2025 to 2024.
Drivers of the changes in segment net sales and operating profit were:
Percent Change in Segment Net
Sales
Volume
Mix/Other
Net Price
Divestitures and
Business Exits
Currency
Translation
Total
Organic
NA
2.6
(0.5)
(0.4)
(3.9)
(0.2)
(2.4)
1.8
IPC
2.3
1.3
(2.0)
(0.2)
(2.3)
(0.9)
1.7
Percent Change in Segment
Operating Profit
Volume
Net Price
Input Costs
Other
Manufacturing
Costs
Currency
Translation
Other
Total
NA
0.3
(1.7)
(3.4)
0.4
(0.2)
5.0
0.4
IPC
4.7
(13.7)
(13.1)
12.2
(1.4)
7.7
(3.6)
(a) Total may not sum across due to rounding.
(b) Represents the change in net sales excluding the impacts of currency translation and divestitures and business exits. Organic Sales Growth is a non-GAAP financial
measure. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to non-GAAP measures.
(c) Impact of the sale of the PPE business, the exit of the Company's private label diaper business in the United States, and other exited businesses and markets in
conjunction with the 2024 Transformation Initiative.
(d) Includes net impact of productivity initiatives, product and supply chain investments and other changes in cost of products sold.
(e) Includes impact of changes in product mix, marketing, research and general expenses and other (income) and expense, net.
North America
Year Ended December 31
2025
2024
% Change
Net Sales
$
10,753
$
11,017
(2.4)%
Operating Profit
2,553
2,542
0.4 %
Net sales of $10.8 billion decreased 2.4%, as the exit of the private label diaper business in the US was partially offset by organic sales
growth. Organic sales increased 1.8% primarily from volume gains of 2.6%, with all categories growing volume, partially offset by lower
pricing and mix.
Operating profit of $2.6 billion was broadly in line with the prior year, as impacts from divestitures and business exits (approximately 330
basis points), unfavorable pricing net of cost inflation and supply chain related investments were offset by gross productivity savings and
lower marketing, research and general expenses.
(c)
(a)
(b)
(d)
(e)
30
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
International Personal Care
Year Ended December 31
2025
2024
% Change
Net Sales
$
5,694
$
5,743
(0.9)%
Operating Profit
796
826
(3.6)%
Net sales of $5.7 billion decreased 0.9% as unfavorable currency impacts of 2.3% were partially offset by a 1.7% increase in organic sales.
Organic sales benefited from volume and mix gains of 2.3% and 1.3%, respectively, driven by China, Indonesia, Australia and South Korea,
partially offset by lower pricing.
Operating profit of $796 decreased 3.6% primarily due to unfavorable pricing net of cost inflation, supply chain related investments and
currency impacts, partially offset by gross productivity savings, lower marketing, research and general expenses and volume and mix gains.
Liquidity and Capital Resources
As detailed in Item 8, Note 1 to the Consolidated Financial Statements, the Consolidated Statements of Cash Flows are presented on a
consolidated basis for both continuing operations and discontinued operations. As a result, unless specifically stated, the following discussion
reflects Kimberly-Clark's consolidated results for all periods presented.
Cash Provided by Operations
Cash provided by operations for the year ended December 31, 2025 was $2.8 billion compared to $3.2 billion in the prior year. The decrease
was driven by lower operating profit and timing impacts to working capital, including incremental restructuring and IFP Transaction separation
cost payments of approximately $110.
Obligations
The following table presents our total contractual obligations for which cash flows are fixed or determinable.
Total
2026
2027
2028
2029
2030
2031+
Long-term debt
$
6,896
$
413
$
608
$
704
$
706
$
745
$
3,720
Interest payments on long-term debt
2,499
240
236
216
183
158
1,466
Operating lease liabilities
438
146
116
69
42
27
38
Unconditional purchase obligations
3,863
956
415
411
346
348
1,387
Open purchase orders
3,061
2,625
322
76
33
4
1
Total contractual obligations
$ 16,757
$
4,380
$
1,697
$
1,476
$
1,310
$
1,282
$
6,612
The unconditional purchase obligations are for the purchase of raw materials, primarily superabsorbent materials, pulp and utilities. Although
we are primarily liable for payments on the above operating leases and unconditional purchase obligations, based on historic operating
performance and forecasted future cash flows, we believe exposure to losses, if any, under these arrangements is not material.
The open purchase orders displayed in the table represent amounts for goods and services we have negotiated for delivery.
The table does not include amounts where payments are discretionary or the timing is uncertain. The following payments are not included in
the table:
•
We will fund our defined benefit pension plans to meet or exceed statutory requirements and currently expect to contribute
approximately $15 to these plans in 2026.
•
Other postretirement benefit payments are estimated using actuarial assumptions, including expected future service, to project the
future obligations. Based upon those projections, we anticipate making annual payments for these obligations of approximately $45
through 2035.
•
Accrued income tax liabilities for uncertain tax positions, deferred taxes and noncontrolling interests.
31
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Investing
Cash used for investing for the year ended December 31, 2025 was $951 compared to $100 in the prior year. This change is largely due to
proceeds from asset and business dispositions of $651 in the prior year, primarily from the sale of our PPE business, and increased capital
spending ($1.1 billion compared to $721 in the prior year). We expect capital spending to be approximately $1.3 billion in 2026, including
incremental spending from the 2024 Transformation Initiative.
Financing
Cash used for financing for the year ended December 31, 2025 was $2.2 billion compared to $3.2 billion in the prior year. This decrease was
primarily due to decreased share repurchases, coupled with an increase in our short term debt for U.S. commercial paper. During the current
year, we repurchased 1.1 million shares of our common stock at a cost of $141 through a broker in the open market, and paid $1.7 billion in
dividends.
We issue long-term debt in the public market periodically. Proceeds from the offerings are used for general corporate purposes, including
repayment of maturing debt or outstanding commercial paper indebtedness. See Item 8, Note 7 to the Consolidated Financial Statements for
details.
Our short-term debt, which consists of U.S. commercial paper with original maturities up to 90 days and/or other similar short-term debt
issued by non-U.S. subsidiaries, was $282 as of December 31, 2025 (included in debt payable within one year on the Consolidated Balance
Sheets). The average month-end balance of short-term debt in the current year was $323. These short-term borrowings provide
supplemental funding to support our operations, with the level of short-term debt generally fluctuating depending upon the amount of
operating cash flows and the timing of customer receipts and payments for items such as pension contributions, dividends and income taxes.
As a result of the pending Kenvue acquisition, in November 2025, the Company and JPMorgan Chase Bank, N.A. (the "Bank") executed a
certain bridge loan facility commitment letter, pursuant to which the Bank has committed to provide bridge financing (the "Bridge Facility") in
an amount of $7.7 billion to the Company to fund the Cash Consideration, the fees, costs and expenses incurred in connection with the
transactions contemplated by the Merger Agreement and to repay certain existing indebtedness of Kenvue and/or its subsidiaries. In
December 2025, $3.8 billion of the commitments in the Bridge Facility were terminated in connection with entry into the New Revolving Credit
Facility and DDTL Credit Facility (as defined below).
In December 2025, we entered into (i) the Five-Year Revolving Credit Agreement by and among Kimberly-Clark, JPMorgan Chase Bank,
N.A. (the "Bank") and the other lenders party thereto (the “New Revolving Credit Facility”) and (ii) the Delayed Draw Term Loan Credit
Agreement by and among Kimberly-Clark, the Bank, and the other lenders party thereto (the “DDTL Credit Facility”). The New Revolving
Credit Facility matures in December 2030 and provides for a revolving credit facility of up to $4.0 billion (which may be increased by up to
$1.0 billion upon obtaining additional commitments from the then-existing or new lenders and the satisfaction of certain other conditions).
Concurrently with the closing of the New Revolving Credit Facility and the DDTL Credit Facility, we terminated the commitments outstanding
under our previous $750 revolving credit facility, originally set to mature in May 2026 and reduced the commitments outstanding under our
existing $2.0 billion revolving credit facility, which matures in June 2028, to $1.0 billion. See Item 8, Note 7 to the Consolidated Financial
Statements for further details.
As of December 31, 2025, total debt from continuing operations was $7.2 billion compared to $7.4 billion as of December 31, 2024.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the
permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the
restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions
effective in 2025 and others implemented through 2027. We are expecting favorable cash tax impacts in the near and medium term as a
result of the OBBBA. During the year ended December 31, 2025, provisions within the OBBBA increased the Noncurrent deferred tax liability
by approximately $220 primarily due to the valuation allowance on current and prior year U.S.
32
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
foreign tax credits and changes providing for the immediate deduction of previously capitalized research and development expenditures.
In October 2021, members of the Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and
Profit Shifting Project (“Inclusive Framework”) agreed to a two-pillar solution to reform the international tax framework to realign international
taxation with economic activities and value creation. Inclusive Framework members agreed to a coordinated system of Global anti-Base
Erosion rules, referred to as Pillar 2, that are designed to ensure large multinational enterprises pay a minimum 15% level of tax on the
income arising in each jurisdiction in which they operate. Many countries have formally implemented Pillar 2, and several other countries
have draft legislation to implement this framework. The implementation of Pillar 2 has not had a material impact on our Consolidated
Financial Statements. We will continue to monitor and evaluate new legislation and guidance, which could change our current assessment.
We believe that our ability to generate cash from operations and our capacity to issue short-term and long-term debt are adequate to fund
working capital, obligations related to our 2024 Transformation Initiative, capital spending, pension contributions, share repurchases,
dividends and other needs for the foreseeable future. Further, we do not expect restrictions or taxes on repatriation of cash held outside of
the U.S. to have a material effect on our overall business, liquidity, financial condition or results of operations for the foreseeable future.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make
significant estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the
reported amounts of net sales and expenses during the reporting period. The critical accounting estimates we used in the preparation of the
Consolidated Financial Statements are those that are important both to the presentation of our financial condition and results of operations
and require significant judgments by management with regard to estimates used. The critical judgments by management relate to accruals
for sales incentives and trade promotion allowances, pension and other postretirement benefits, deferred income taxes and potential income
tax assessments, and goodwill and other intangible assets. These critical accounting estimates have been reviewed with the Audit
Committee of the Board of Directors.
Sales Incentives and Trade Promotion Allowances
Trade promotion programs include introductory marketing funds such as slotting fees, cooperative marketing programs, temporary price
reductions and other activities conducted by our customers to promote our products. Rebate and promotion accruals are based on estimates
of the quantity of customer sales. Promotion accruals also consider estimates of the number of consumer coupons that will be redeemed and
timing and costs of activities within the promotional programs. Generally, the estimated redemption value of consumer coupons and related
expense are based on historical patterns of coupon redemption, influenced by judgments about current market conditions such as
competitive activity in specific product categories, and the cost is recorded when the related revenue from customers is realized. Our related
accounting policies are discussed in Item 8, Note 1 to the Consolidated Financial Statements.
Employee Postretirement Benefits
Substantially all regular employees in the U.S. and the United Kingdom are covered by defined contribution retirement plans and certain U.S.
and United Kingdom employees previously earned benefits covered by defined benefit pension plans that currently provide no future service
benefit (the "Principal Plans"). Certain other subsidiaries have defined benefit pension plans or, in certain countries, termination pay plans
covering substantially all regular employees. Our related accounting policies and account balances are discussed in Item 8, Note 9 to the
Consolidated Financial Statements.
Changes in certain assumptions could affect pension expense and the benefit obligations, particularly the estimated long-term rate of return
on plan assets and the discount rate used to calculate the obligations:
•
Long-term rate of return on plan assets. The expected long-term rate of return is evaluated on an annual basis. In setting these
assumptions, we consider a number of factors including projected future returns by
33
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
asset class relative to the target asset allocation. Actual asset allocations are regularly reviewed and they are periodically rebalanced
to the targeted allocations when considered appropriate.
As of December 31, 2025, the Principal Plans had cumulative unrecognized investment and actuarial losses of approximately $1.0
billion. These unrecognized net losses may increase future pension expense if not offset by (i) actual investment returns that exceed
the assumed investment returns, (ii) other factors, including reduced pension liabilities arising from higher discount rates used to
calculate pension obligations, or (iii) other actuarial gains, and whether such accumulated actuarial losses at each measurement
date exceed the "corridor" as required. If the expected long-term rate of return on assets for the Principal Plans were lowered by
0.25%, the impact on annual pension expense would not be material in 2026.
•
Discount rate. The discount (or settlement) rate used to determine the present value of our future U.S. pension obligation as of
December 31, 2025 was based on a portfolio of high quality corporate debt securities with cash flows that largely match the expected
benefit payments of the plan. For the United Kingdom plan, the discount rate was determined based on yield curves constructed from
a portfolio of high quality corporate debt securities. Each year's expected future benefit payments were discounted to their present
value at the appropriate yield curve rate to determine the pension obligations. If the discount rate assumptions for these same plans
were reduced by 0.25%, the increase in annual pension expense would not be material in 2026, and the December 31, 2025 pension
liability would increase by about $50.
•
Other assumptions. There are a number of other assumptions involved in the calculation of pension expense and benefit obligations,
primarily related to participant demographics and benefit elections.
Pension expense for defined benefit pension plans is estimated to approximate $45 in 2026. Pension expense beyond 2026 will depend on
future investment performance, our contributions to the pension trusts, changes in discount rates and various other factors related to the
covered participants in the plans.
Substantially all U.S. retirees and employees have access to our unfunded health care and life insurance benefit plans. Changes in
significant assumptions could affect the consolidated expense and benefit obligations, particularly the discount rate used to calculate the
obligations and the health care cost trend rate:
•
Discount rate. The determination of the discount rates used to calculate the benefit obligations of the plans is discussed in the
pension benefit section above, and the methodology for each country is the same as the methodology used to determine the
discount rate for that country's pension obligation. If the discount rate assumptions for these plans were reduced by 0.25%, the
impact to 2026 other postretirement benefit expense and the increase in the December 31, 2025 benefit liability would not be
material.
•
Health care cost trend rate. The health care cost trend rate is based on a combination of inputs including our recent claims history
and insights from external advisers regarding recent developments in the health care marketplace, as well as projections of future
trends in the marketplace.
Deferred Income Taxes and Potential Assessments
As a global organization, we are subject to income tax requirements in various jurisdictions in the U.S. and internationally. Changes in certain
assumptions related to income taxes could significantly affect consolidated results, particularly with regard to valuation allowances on
deferred tax assets, undistributed earnings of subsidiaries outside the U.S. and uncertain tax positions. Our income tax related accounting
policies, account balances and matters affecting income taxes are discussed in Item 8, Note 14 to the Consolidated Financial Statements.
•
Deferred tax assets and related valuation allowances. We have recorded deferred tax assets related to, among other matters,
income tax loss carryforwards, income tax credit carryforwards and capital loss carryforwards and have established valuation
allowances against these deferred tax assets. These carryforwards are primarily in non-U.S. taxing jurisdictions and in certain states
in the U.S. Foreign tax credits earned in the U.S. in current and prior years, which cannot be used currently, also give rise to net
deferred tax assets. In determining the valuation allowances to establish against these deferred tax assets, many factors are
considered, including the specific taxing jurisdiction, the carryforward period, income tax strategies and forecasted earnings for the
entities in each jurisdiction. A valuation allowance is recognized
34
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be
realized.
•
Undistributed earnings. Deferred taxes have been recorded on $1.2 billion of earnings of foreign consolidated subsidiaries expected
to be repatriated. We do not intend to distribute any remaining foreign earnings and therefore have not recorded deferred taxes for
foreign and U.S. income taxes on such earnings. We consider any excess of the amount for financial reporting over the tax basis in
our foreign subsidiaries to be indefinitely reinvested. The determination of deferred tax liabilities on the amount of financial reporting
over tax basis or the remaining foreign earnings is not practicable.
•
Uncertain tax positions. We record our global tax provision based on the respective tax rules and regulations for the jurisdictions in
which we operate. Where we believe that a tax position is supportable for income tax purposes, the item is included in our income
tax returns. Where treatment of a position is uncertain, a liability is recorded based upon the expected most likely outcome taking into
consideration the technical merits of the position based on specific tax regulations and facts of each matter. These liabilities may be
affected by changing interpretations of laws, rulings by tax authorities or the expiration of the statute of limitations.
Goodwill and Other Intangible Assets
Goodwill and other indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually and whenever
events or changes in circumstances indicate that impairment may have occurred. Intangible assets that are deemed to have finite lives are
amortized over their useful lives, generally ranging from 4 to 20 years. We typically obtain the assistance of third-party valuation specialists to
measure the acquisition date fair values of goodwill and other intangible assets acquired.
Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased
competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life,
deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.
Goodwill
In our evaluation of goodwill impairment, we have the option to first assess qualitative factors to determine whether it is more likely than not
that the fair value of each reporting unit is more than its carrying value. Qualitative factors include macroeconomic, industry and competitive
conditions, legal and regulatory environments, historical and projected financial performance, significant changes in the reporting unit and the
magnitude of excess fair value over carrying amount from the previous quantitative impairment testing. If the qualitative assessment
determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative impairment
test to estimate fair value must be performed. When a quantitative test is considered necessary, estimates of fair value for goodwill
impairment testing are determined based on a discounted cash flow model and a market-based approach. We use inputs from our long-
range planning process to determine growth rates for sales and earnings. The other key estimates and factors used in the discounted cash
flow model include, but are not limited to, discount rates, actual business trends experienced, commodity prices, foreign exchange rates,
inflation and terminal growth rates.
We completed our required annual assessment of goodwill for impairment for all our reporting units using a qualitative assessment as of the
first day of the third quarter of the year ended December 31, 2025, concluding that it was more likely than not that the fair value of each
reporting unit significantly exceeded the respective carrying amounts.
Other Intangible Assets
We evaluate the useful lives of our other intangible assets, primarily brands, to determine if they are finite or indefinite-lived. Reaching a
determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand,
competition, other economic factors (such as the stability of the industry, known technological advances and expected changes in distribution
channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets.
35
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Our estimate of the fair value of our brand assets is based on a discounted cash flow model and a market-based approach using inputs
which include projected revenues from our long-range plan, assumed royalty rates that could be payable if we did not own the brands, and a
discount rate. The cash flows used in the discounted cash flow model are consistent with those we use in our internal planning, which gives
consideration to actual business trends experienced and the long-term business strategy.
We performed our 2025 impairment assessment of our intangible assets as of the first day of the third quarter using a qualitative
assessment, concluding that no impairment indicators were found to be present.
New Accounting Standards
See Item 8, Note 1 to the Consolidated Financial Statements for a description of recent accounting standards and their anticipated effects on
our Consolidated Financial Statements.
Forward Looking Statements
Certain matters contained in this report concerning our plans and expectations regarding the pending Kenvue Acquisition, as defined in Item
8, Note 4 to the Consolidated Financial Statements (referred to below and within Item 1A, "Risk Factors" as the "pending mergers" or the
"mergers") and the pending IFP Transaction, as defined in Item 8, Note 1 to the Consolidated Financial Statements, the business outlook,
including raw material, energy and other input costs, the anticipated charges and savings from the 2024 Transformation Initiative, cash flow
and uses of cash, growth initiatives, innovations, marketing and other spending, net sales, anticipated currency rates and exchange risks,
including the impact in Argentina and Türkiye, effective tax rate, contingencies and anticipated transactions of Kimberly-Clark, including
dividends, share repurchases and pension contributions, constitute "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are based upon management's expectations and beliefs concerning future events impacting Kimberly-
Clark. There can be no assurance that these future events will occur as anticipated or that our results will be as estimated. Forward-looking
statements speak only as of the date they were made, and we undertake no obligation to publicly update them.
The assumptions used as a basis for the forward-looking statements include many estimates that, among other things, depend on the
successful completion of the mergers and the achievement of future cost savings and projected volume increases. In addition, many factors
outside our control, including risks and uncertainties around the pending mergers (including the risk that the anticipated benefits and
synergies of the mergers may not be realized when expected or at all, the terms and scope of the expected financing in connection with the
mergers may prove to be less favorable than currently expected, that the mergers may not be completed in a timely matter or at all and the
risk of litigation related to the mergers), the pending IFP Transaction (including risks related to delays or failure to complete the proposed
transaction, the incurrence of significant transaction and separation costs, adverse market reactions, regulatory or legal challenges, and
operational disruptions), risks that we are not able to realize the anticipated benefits of the 2024 Transformation Initiative (including risks
related to disruptions to our business or operations or related to any delays in implementation), war in Ukraine (including the related
responses of consumers, customers, and suppliers and sanctions issued by the U.S., the European Union, Russia or other countries),
government trade or similar regulatory actions (including current and potential trade and tariff actions affecting the countries where we
operate and the resulting negative impacts on our supply chain, commodity costs, and consumer spending), pandemics, epidemics,
fluctuations in foreign currency exchange rates, the prices and availability of our raw materials, supply chain disruptions, disruptions in the
capital and credit markets, counterparty defaults (including customers, suppliers and financial institutions with which we do business), failure
to realize the expected benefits or synergies from our acquisition and disposition activity, impairment of goodwill and intangible assets and
our projections of operating results and other factors that may affect our impairment testing, changes in customer preferences, severe
weather conditions, regional instabilities and hostilities, potential competitive pressures on selling prices for our products, energy costs,
general economic and political conditions globally and in the markets in which we do business, as well as our ability to maintain key customer
relationships, could affect the realization of these estimates.
The factors described under Item 1A, "Risk Factors" in this Annual Report on Form 10-K, or in our other SEC filings, among others, could
cause our future results to differ from those expressed in any forward-looking statements made
36
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
by us or on our behalf. Other factors not presently known to us or that we presently consider immaterial could also affect our business
operations and financial results.
SUMMARY OF NON-GAAP FINANCIAL MEASURES
The following provides the reconciliation of the non-GAAP financial measures provided in this report to the most closely related GAAP
measure. These measures include: Organic Sales Growth, Adjusted Gross Profit, Adjusted Operating Profit, Adjusted Earnings per Share,
and Adjusted Effective Tax Rate. All discussions regarding non-GAAP financial measures reflect results from our continuing operations for all
periods presented.
•
Organic Sales Growth is defined as the change in Net Sales, as determined in accordance with U.S. GAAP, excluding the impacts of
currency translation and divestitures and business exits.
•
Adjusted Gross and Operating Profit, Adjusted Earnings per Share, and Adjusted Effective Tax Rate are defined as Gross Profit,
Operating Profit, Diluted Earnings per Share, and Effective Tax Rate, respectively, as determined in accordance with U.S. GAAP,
excluding the impacts of certain items that management believes do not reflect our underlying operations, and which are discussed
in further detail below.
The income tax effect of these non-GAAP items on the Company's Adjusted Earnings per Share is calculated based upon the tax laws and
statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment. The impact of these non-GAAP items
on the Company’s effective tax rate represents the difference in the effective tax rate calculated with and without the non-GAAP adjustment
on Income from Continuing Operations Before Income Taxes and Equity Interests and Provision for income taxes.
We use these non-GAAP financial measures to assist in comparing our performance on a consistent basis for purposes of business decision
making by removing the impact of certain items that we do not believe reflect our underlying and ongoing operations. We believe that
presenting these non-GAAP financial measures is useful to investors because it (i) provides investors with meaningful supplemental
information regarding financial performance by excluding certain items, (ii) permits investors to view performance using the same tools that
management uses to budget, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides
supplemental information that may be useful to investors in evaluating our results. We believe that the presentation of these non-GAAP
financial measures, when considered together with the corresponding U.S. GAAP financial measures and the reconciliation to those
measures, provides investors with additional understanding of the factors and trends affecting our business than could be obtained absent
these disclosures.
These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, and
they should be read only in conjunction with our Consolidated Financial Statements prepared in accordance with GAAP. There are limitations
to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly
titled measures of other companies due to potential differences in methods of calculation and items being excluded. We compensate for
these limitations by using these non-GAAP financial measures as a supplement to the GAAP measures and by providing reconciliations of
the non-GAAP and comparable GAAP financial measures.
The non-GAAP financial measures exclude the following items for the relevant time periods:
•
2024 Transformation Initiative - We initiated this transformation to create a more agile and focused operating structure that will
accelerate our proprietary pipeline of innovation in right-to-win spaces and improve our growth trajectory, profitability, and returns on
investment. See Item 8, Note 2 to the Consolidated Financial Statements for details.
•
Kenvue Acquisition - Acquisition-related costs incurred in connection with the pending Kenvue Acquisition, primarily related to
external advisory, legal, accounting, and other related costs. See Item 8, Note 4 to the Consolidated Financial Statements for details.
•
U.S. Tax Reform Related Matters (OBBBA) - In 2025, we recognized a valuation allowance on prior year U.S. foreign tax credits as a
result of provisions within the OBBBA that impact our ability to use the credits.
37
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
•
IFP Repatriated Earnings – In connection with the IFP Transaction, we recognized a deferred tax liability for certain permanently
reinvested earnings from the IFP Business that are expected to be repatriated prior to the close of the transaction.
•
Sale of PPE Business - In 2024, we recognized a gain related to the sale of our PPE business. See Item 8, Note 4 to the
Consolidated Financial Statements for details.
•
Impairment of Intangible Assets - In 2024, we recognized charges related to the impairment of certain intangible assets related to
Softex and Thinx. See Item 8, Note 5 to the Consolidated Financial Statements for details.
•
Legal Expense - In 2024, we incurred certain costs related to litigation and regulatory matters for a previously exited business.
•
Softex Tax Reserve Release - In 2024, we released a reserve for an uncertain tax position related to the prior year impairment of
certain Softex intangible assets.
The following table provides a reconciliation of Organic Sales Growth from continuing operations:
Year Ended December 31, 2025
Percent change vs. the prior year period
NA
IPC
Total
Net Sales Growth
(2.4)
(0.9)
(2.1)
Currency Translation
0.2
2.3
0.9
Divestitures and Business Exits
4.0
0.3
2.9
Organic Sales Growth
1.8
1.7
1.7
(a) Table may not foot due to rounding.
The following table provides a reconciliation of Adjusted Gross Profit from continuing operations:
Year Ended December 31
2025
2024
Gross Profit
$
5,923
$
6,289
2024 Transformation Initiative
213
144
Adjusted Gross Profit
$
6,136
$
6,433
The following table provides a reconciliation of Adjusted Operating Profit from continuing operations:
Year Ended December 31
2025
2024
Operating Profit
$
2,351
$
2,700
2024 Transformation Initiative
348
456
Kenvue Acquisition
32
—
Sale of PPE Business
—
(565)
Impairment of Intangible Assets
—
97
Legal Expense
—
39
Adjusted Operating Profit
$
2,731
$
2,727
(a)
38
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The following table provides a reconciliation of Adjusted Earnings per Share from continuing operations:
Year Ended December 31
2025
2024
Diluted Earnings per Share
$
4.86
$
6.41
2024 Transformation Initiative
0.86
1.01
Kenvue Acquisition
0.07
—
OBBBA
0.29
—
IFP Repatriated Earnings
0.04
—
Sale of PPE Business
—
(1.34)
Impairment of Intangible Assets
—
0.17
Legal Expense
—
0.11
Softex Tax Reserve Release
—
(0.20)
Adjusted Earnings per Share
$
6.12
$
6.16
(a) The non-GAAP adjustments included above are presented net of tax. The income tax effect of these non-GAAP items is calculated based upon the tax laws and statutory
income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment. Refer to the Adjusted Effective Tax Rate reconciliation below for the tax effect
of these adjustments on the Company's reported Provision for income taxes.
The following table provides a reconciliation of the continuing operations Adjusted Effective Tax Rate:
Year Ended December 31
2025
2024
Income From
Continuing
Operations Before
Income Taxes and
Equity Interests
Provision for Income
Taxes
Income From
Continuing
Operations Before
Income Taxes and
Equity Interests
Provision for Income
Taxes
As Reported
$
2,052
$
(599)
$
2,418
$
(442)
2024 Transformation Initiative
351
(56)
457
(118)
Kenvue Acquisition
32
(8)
—
—
OBBBA
—
96
—
—
IFP Repatriated Earnings
—
13
—
—
Sale of PPE Business
—
—
(565)
112
Impairment of Intangible Assets
—
—
97
(40)
Legal Expense
—
—
39
(1)
Softex Tax Reserve Release
—
—
—
(67)
As Adjusted
$
2,435
$
(554)
$
2,446
$
(556)
Effective Tax Rate:
As Reported
29.2%
18.3%
As Adjusted
22.8%
22.7%
(a)
39
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a multinational enterprise, we are exposed to risks such as changes in foreign currency exchange rates, interest rates and commodity
prices. A variety of practices are employed to manage these risks, including operating and financing activities and, where deemed
appropriate, the use of derivative instruments. Derivative instruments are used only for risk management purposes and not for speculation,
and are primarily entered into with major financial institutions. Our credit exposure under these arrangements is limited to agreements with a
positive fair value at the reporting date. Credit risk with respect to the counterparties is actively monitored but is not considered significant
since these transactions are executed with a diversified group of financial institutions.
Presented below is a description of our risks (foreign currency risk and interest rate risk) together with a sensitivity analysis, performed
annually, of each of these risks based on selected changes in market rates and prices. These analyses reflect management's view of
changes which are reasonably possible to occur over a one-year period. Also included is a description of our commodity price risk.
Foreign Currency Risk
A portion of our foreign currency risk is managed through the systematic use of foreign currency forward contracts. The use of these
instruments supports the management of transactional exposures to exchange rate fluctuations as the gains or losses incurred on the
derivative instruments will offset, in whole or in part, gains or losses on the underlying foreign currency exposure. We also utilize cross-
currency swaps and foreign denominated debt to hedge certain investments in foreign subsidiaries. The gain or loss on these instruments is
recognized in other comprehensive income to offset the change in value of the net investments being hedged.
Foreign currency contracts and transactional exposures are sensitive to changes in foreign currency exchange rates. An annual test is
performed to quantify the effects that possible changes in foreign currency exchange rates would have on annual operating profit based on
our foreign currency contracts and transactional exposures at the current year-end. The balance sheet effect is calculated by multiplying
each affiliate's net monetary asset or liability position by a 10% change in the foreign currency exchange rate versus the U.S. dollar.
As of December 31, 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, 2025 rates and the
assumed rates.
Our operations in Argentina ("K-C Argentina") are reported using highly inflationary accounting and their functional currency is the U.S. dollar.
Changes in the value of an Argentine peso versus the U.S. dollar applied to our net peso monetary position are recorded in Other (income)
and expense, net at the time of the change. As of December 31, 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 April 1, 2022, we adopted highly inflationary accounting for our operations in Türkiye (“K-C Türkiye”), and their functional currency is
also the U.S. dollar. Changes in the value of a Turkish lira versus the U.S. dollar applied to our net lira monetary position are recorded in
Other (income) and expense, net at the time of the change. As of December 31, 2025, K-C Türkiye had an immaterial net lira monetary
position and a 10% unfavorable change in the exchange rate would not be material.
The translation of the balance sheets of non-U.S. operations from local currencies into U.S. dollars is also sensitive to changes in foreign
currency exchange rates. Consequently, an annual test is performed to determine if changes in currency exchange rates would have a
significant effect on the translation of the balance sheets of non-U.S. operations into U.S. dollars. These translation gains or losses are
recorded as unrealized translation adjustments ("UTA") within stockholders' equity. The hypothetical change in UTA is calculated by
multiplying the net assets of these non-U.S. operations by a 10% change in the currency exchange rates. As of December 31, 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. In the view of
40
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
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.
Interest Rate Risk
Interest rate risk is managed through the maintenance of a portfolio of variable and fixed-rate debt composed of short and long-term
instruments. The objective is to maintain a cost-effective mix that management deems appropriate. As of December 31, 2025, the long-term
debt portfolio was comprised of primarily fixed-rate debt. From time to time, we also hedge the anticipated issuance of fixed-rate debt and
those contracts are designated as cash flow hedges.
As of December 31, 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, 2025.
Commodity Price Risk
We are subject to commodity price risk, the most significant of which relates to the price of pulp and petroleum-based materials. Selling
prices of products are influenced, in part, by the market price for these pulp and petroleum-based materials. As previously discussed under
Item 1A, "Risk Factors," increases in pulp or petroleum-based material prices could adversely affect earnings if selling prices are not adjusted
or if such adjustments significantly trail the increases in commodity prices. In some instances, we use contracts of varying durations along
with strategic pricing mechanisms to manage volatility for a portion of our commodity costs.
Our energy, manufacturing and transportation costs are affected by various market factors including the availability of supplies of particular
forms of energy, energy prices and local and national regulatory decisions. As previously discussed under Item 1A, "Risk Factors," there can
be no assurance we will be fully protected against substantial changes in the price or availability of energy sources. In addition, we are
subject to price risk for utilities and manufacturing inputs, used in our manufacturing operations. Derivative instruments are used in
accordance with our risk management policy to hedge a portion of the price risk.
41
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31
(In millions, except per share amounts)
2025
2024
2023
Net Sales
$
16,447
$
16,805
$
17,146
Cost of products sold
10,524
10,516
10,877
Gross Profit
5,923
6,289
6,269
Marketing, research and general expenses
3,528
3,930
3,615
Impairment of intangible assets
—
97
658
Other (income) and expense, net
44
(438)
68
Operating Profit
2,351
2,700
1,928
Nonoperating expense
(67)
(60)
(95)
Interest income
24
48
66
Interest expense
(256)
(270)
(293)
Income from Continuing Operations Before Income Taxes and Equity Interests
2,052
2,418
1,606
Provision for income taxes
(599)
(442)
(343)
Income from Continuing Operations Before Equity Interests
1,453
1,976
1,263
Share of net income of equity companies
196
216
196
Income from Continuing Operations
1,649
2,192
1,459
Income from Discontinued Operations, Net of Income Taxes
400
386
305
Net Income
2,049
2,578
1,764
Net income attributable to noncontrolling interests
(28)
(33)
—
Net Income Attributable to Kimberly-Clark Corporation
$
2,021
$
2,545
$
1,764
Per Share Basis
Net Income Attributable to Kimberly-Clark Corporation
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
See Notes to the Consolidated Financial Statements.
42
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31
(In millions)
2025
2024
2023
Net Income
$
2,049
$
2,578
$
1,764
Other Comprehensive Income (Loss), Net of Tax
Unrealized currency translation adjustments
398
(408)
89
Employee postretirement benefits
16
24
(15)
Cash flow hedges
(92)
188
12
Total Other Comprehensive Income (Loss), Net of Tax
322
(196)
86
Comprehensive Income
2,371
2,382
1,850
Comprehensive (income) loss attributable to noncontrolling interests
(28)
(21)
1
Comprehensive Income Attributable to Kimberly-Clark Corporation
$
2,343
$
2,361
$
1,851
See Notes to the Consolidated Financial Statements.
43
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31
(In millions, except par value)
2025
2024
ASSETS
Current Assets
Cash and cash equivalents
$
688
$
1,010
Accounts receivable, net
1,892
1,728
Inventories
1,475
1,452
Other current assets
535
694
Current assets of discontinued operations
720
696
Total Current Assets
5,310
5,580
Property, Plant and Equipment, Net
6,775
6,284
Investments in Equity Companies
330
314
Goodwill
1,839
1,796
Other Intangible Assets, Net
77
80
Other Assets
1,062
984
Non-current Assets of Discontinued Operations
1,705
1,508
TOTAL ASSETS
$
17,098
$
16,546
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Debt payable within one year
$
694
$
564
Trade accounts payable
3,388
3,264
Accrued expenses and other current liabilities
1,888
2,091
Dividends payable
415
402
Current liabilities of discontinued operations
740
683
Total Current Liabilities
7,125
7,004
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
Redeemable Preferred Securities of Subsidiaries
22
37
Stockholders' Equity
Kimberly-Clark Corporation
Preferred stock - no par value - authorized 20.0 million shares, none issued
—
—
Common stock - $1.25 par value - authorized 1,200.0 million shares;
issued 378.6 million shares as of December 31, 2025 and 2024
473
473
Additional paid-in capital
849
862
Common stock held in treasury, at cost - 46.7 and 46.8 million
shares as of December 31, 2025 and 2024, respectively
(5,987)
(5,986)
Retained earnings
9,611
9,257
Accumulated other comprehensive income (loss)
(3,444)
(3,766)
Total Kimberly-Clark Corporation Stockholders' Equity
1,502
840
Noncontrolling Interests
128
135
Total Stockholders' Equity
1,630
975
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
17,098
$
16,546
See Notes to the Consolidated Financial Statements.
44
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions, except per
share amounts. Shares in
thousands)
Common Stock
Issued
Additional
Paid-in
Capital
Treasury Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Non-
controlling
Interests
Total
Stockholders'
Equity
Shares
Amount
Shares
Amount
Balance as of December
31, 2022
378,597
$
473
$
679
41,135
$ (5,137)
$
8,201
$
(3,669)
$
153
$
700
Net income in
stockholders' equity
—
—
—
—
—
1,764
—
37
1,801
Other comprehensive
income, net of tax
—
—
—
—
—
—
87
(3)
84
Stock-based awards
exercised or vested
—
—
(70)
(1,327)
140
—
—
—
70
Repurchases of
common stock
—
—
—
1,791
(225)
—
—
—
(225)
Recognition of stock-
based compensation
—
—
165
—
—
—
—
—
165
Dividends declared
($4.72 per share)
—
—
—
—
—
(1,594)
—
(35)
(1,629)
Other
—
—
104
—
—
(3)
—
1
102
Balance as of December
31, 2023
378,597
473
878
41,599
(5,222)
8,368
(3,582)
153
1,068
Net income in
stockholders' equity
—
—
—
—
—
2,545
—
31
2,576
Other comprehensive
income, net of tax
—
—
—
—
—
—
(184)
(12)
(196)
Stock-based awards
exercised or vested
—
—
(155)
(2,027)
235
—
—
—
80
Repurchases of
common stock
—
—
—
7,226
(1,000)
—
—
—
(1,000)
Recognition of stock-
based compensation
—
—
128
—
—
—
—
—
128
Dividends declared
($4.88 per share)
—
—
—
—
—
(1,636)
—
(35)
(1,671)
Other
—
—
11
—
1
(20)
—
(2)
(10)
Balance as of December
31, 2024
378,597
473
862
46,798
(5,986)
9,257
(3,766)
135
975
Net income in
stockholders' equity
—
—
—
—
—
2,021
—
25
2,046
Other comprehensive
income, net of tax
—
—
—
—
—
—
322
—
322
Stock-based awards
exercised or vested
—
—
(161)
(1,154)
147
—
—
—
(14)
Repurchases of
common stock
—
—
—
1,055
(141)
—
—
—
(141)
Recognition of stock-
based compensation
—
—
135
—
—
—
—
—
135
Dividends declared
($5.04 per share)
—
—
—
—
—
(1,673)
—
(32)
(1,705)
Other
—
—
13
—
(7)
6
—
—
12
Balance as of December
31, 2025
378,597
$
473
$
849
46,699
$ (5,987)
$
9,611
$
(3,444)
$
128
$
1,630
(a) Excludes redeemable interests' share.
See Notes to the Consolidated Financial Statements.
(a)
(a)
(a)
(a)
(a)
(a)
45
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
(In millions)
2025
2024
2023
Operating Activities
Net income
$
2,049
$
2,578
$
1,764
Depreciation and amortization
805
781
753
Asset impairments
18
114
676
Stock-based compensation
140
131
169
Deferred income taxes
241
(38)
(322)
Net (gains) losses on asset and business dispositions
39
(448)
(75)
Equity companies' earnings (in excess of) less than dividends paid
(35)
(62)
(59)
Operating working capital
(503)
178
582
Postretirement benefits
15
3
24
Other
8
(3)
30
Cash Provided by Operations
2,777
3,234
3,542
Investing Activities
Capital spending
(1,138)
(721)
(766)
Proceeds from asset and business dispositions
33
651
245
Investments in time deposits
(447)
(605)
(720)
Maturities of time deposits
552
562
815
Other
49
13
8
Cash Used for Investing
(951)
(100)
(418)
Financing Activities
Cash dividends paid
(1,660)
(1,628)
(1,588)
Change in short-term debt
275
1
(371)
Debt proceeds
—
—
363
Debt repayments
(550)
(554)
(475)
Proceeds from exercise of stock options
40
136
97
Repurchases of common stock
(141)
(1,000)
(225)
Cash paid for redemption of common securities of Thinx
—
—
(95)
Cash dividends paid to noncontrolling interests
(32)
(35)
(35)
Other
(111)
(86)
(45)
Cash Used for Financing
(2,179)
(3,166)
(2,374)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
33
(40)
(84)
Change in Cash and Cash Equivalents
(320)
(72)
666
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
11
18
14
Cash and Cash Equivalents - Beginning of Year
1,021
1,093
427
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
13
11
18
Cash and Cash Equivalents - End of Year
$
701
$
1,021
$
1,093
(a) Included in Current assets of discontinued operations.
See Notes to the Consolidated Financial Statements.
(a)
(a)
46
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Accounting Policies
Basis of Presentation
The Consolidated Financial Statements present the accounts of Kimberly-Clark Corporation and all subsidiaries in which it has a controlling
financial interest as if they were a single economic entity in conformity with accounting principles generally accepted in the United States of
America ("GAAP"). All intercompany transactions and accounts are eliminated in consolidation. The terms "Corporation," "Company,"
"Kimberly-Clark," "we," "our," and "us" refer to Kimberly-Clark Corporation and all subsidiaries in which it has a controlling financial interest.
Amounts are reported in millions of dollars, except per share amounts, unless otherwise noted.
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").
In accordance with ASC 205, Presentation of Financial Statements, we determined the IFP Transaction represents a strategic shift that will
have a major effect on our operations and financial results. Accordingly, the results of the IFP Business are reported as discontinued
operations in the accompanying Consolidated Statements of Income and have been excluded from both continuing operations and segment
results for all periods presented. Further, the assets and liabilities of the IFP Business are classified as discontinued operations in the
accompanying Consolidated Balance Sheets for all periods presented, and the Company has ceased depreciating and amortizing the long-
lived assets of the IFP Business. The Consolidated Statements of Comprehensive Income, Stockholders' Equity and Cash Flows are
presented on a consolidated basis for both continuing operations and discontinued operations. Unless otherwise noted, amounts and
disclosures in the Notes to the Consolidated Financial Statements reflect only Kimberly-Clark's continuing operations. See Note 3 for
additional details.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Actual
results could differ from these estimates, and changes in these estimates are recorded when known. Estimates are used in accounting for,
among other things, sales incentives and trade promotion allowances, employee postretirement benefits, deferred income taxes and potential
assessments, and valuation of goodwill and intangible assets.
Cash Equivalents
Cash equivalents are short-term investments with an original maturity date of three months or less.
Inventories and Distribution Costs
Most U.S. inventories are valued at the lower of cost, using the Last-In, First-Out ("LIFO") method, or market. The balance of the U.S.
inventories and inventories of consolidated operations outside the U.S. are valued at the lower of cost or net realizable value using either the
First-In, First-Out ("FIFO") or weighted-average cost methods. Net realizable value is the estimated selling prices in the ordinary course of
business, less reasonably predictable costs of completion, disposal, and transportation. Distribution costs are classified as cost of products
sold.
47
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Property and Depreciation
Property, plant and equipment are stated at cost and are depreciated on the straight-line method. Buildings are depreciated over their
estimated useful lives, primarily 40 years. Machinery and equipment are depreciated over their estimated useful lives, primarily ranging from
16 to 20 years. Purchases of computer software, including external costs and certain internal costs (including payroll and payroll-related
costs of employees) directly associated with developing significant computer software applications for internal use, are capitalized. Computer
software costs are amortized on the straight-line method over the estimated useful life of the software, which generally does not exceed 5
years.
Estimated useful lives are periodically reviewed and, when warranted, changes are made to them. Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss
would be indicated when estimated undiscounted future cash flows from the use and eventual disposition of an asset group, which are
identifiable and largely independent of the cash flows of other asset groups, are less than the carrying amount of the asset group.
Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is
measured using discounted cash flows or independent appraisals, as appropriate. When property is sold or retired, the cost of the property
and the related accumulated depreciation are removed from the Consolidated Balance Sheets and any gain or loss on the transaction is
included in income.
Goodwill and Other Intangible Assets
Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not amortized,
but rather is assessed for impairment annually on the first day of our third fiscal quarter and whenever events and circumstances indicate that
impairment may have occurred. Impairment testing compares the reporting unit carrying amount, including goodwill, with its fair value. If the
reporting unit carrying amount, including goodwill, exceeds its fair value, a goodwill impairment charge for the excess amount above fair
value would be recorded. In our evaluation of goodwill impairment, we have the option to first assess qualitative factors to determine whether
it is more likely than not that the fair value of each reporting unit is more than its carrying value. Qualitative factors include macroeconomic,
industry and competitive conditions, legal and regulatory environments, historical and projected financial performance, significant changes in
the reporting unit and the magnitude of excess fair value over carrying amount from the previous quantitative impairment testing. If the
qualitative assessment determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a
quantitative impairment test to estimate fair value must be performed. This quantitative estimate of fair value is based on a discounted cash
flow model and a market-based approach. We use inputs from our long-range planning process to determine growth rates for sales and
earnings. The other key estimates and factors used in the discounted cash flow model include, but are not limited to, discount rates, actual
business trends experienced, commodity prices, foreign exchange rates, inflation and terminal growth rates.
Indefinite-lived intangible assets, other than goodwill, consist of certain brand names related to our acquisition of Softex Indonesia and are
tested for impairment annually at the same time as our goodwill impairment assessment and whenever events and circumstances indicate
that impairment may have occurred. Our estimate of the fair value of our brand assets is based on a discounted cash flow model and a
market-based approach using inputs which include projected revenues from our long-range plan, assumed royalty rates that could be
payable if we did not own the brands, and a discount rate.
Intangible assets with finite lives are amortized over their estimated useful lives, generally ranging from 4 to 20 years, and are reviewed for
impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss
would be indicated when estimated undiscounted future cash flows from the use of the asset are less than its carrying amount. An
impairment loss would be measured as the difference between the fair value (based on discounted future cash flows) and the carrying
amount of the asset.
48
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Investments in Equity Companies
Investments in companies which we do not control but over which we have the ability to exercise significant influence are accounted for
under the equity method of accounting and are stated at cost plus equity in undistributed net income. These investments are evaluated for
impairment whenever events or changes in circumstances indicate that the carrying amount of the investments might not be recoverable. An
impairment loss would be recorded whenever a decline in value of an equity investment below its carrying amount is determined to be other
than temporary. In judging "other than temporary," we would consider the length of time and extent to which the fair value of the equity
company investment has been less than the carrying amount, the near-term and longer-term operating and financial prospects of the equity
company, and our longer-term intent of retaining the investment in the equity company.
Revenue Recognition
Sales revenue is recognized at the time of product shipment or delivery, depending on when control passes, to unaffiliated customers, and
when all of the following have occurred: a firm sales agreement is in place, pricing is fixed or determinable, and collection is reasonably
assured. Sales are reported net of returns, consumer and trade promotions, rebates and freight allowed. Taxes imposed by governmental
authorities on our revenue-producing activities with customers, such as sales taxes and value-added taxes, are excluded from net sales.
Sales Incentives and Trade Promotion Allowances
The cost of promotion activities provided to customers is classified as a reduction in sales revenue. In addition, the estimated redemption
value of consumer coupons and related expense are recorded when the related revenue from customers is realized. Rebate and promotion
accruals are based on estimates of the quantity of customer sales. Promotion accruals also consider estimates of the number of consumer
coupons that will be redeemed and timing and costs of activities within the promotional programs.
Advertising Expense
Advertising costs are expensed in the year the related advertisement or campaign is first presented through traditional or digital media. For
interim reporting purposes, advertising expenses are charged to operations as a percentage of sales based on estimated sales and related
advertising expense for the full year.
Research Expense
Research and development costs are charged to expense as incurred.
Other Income and Expense, Net
Other (income) and expense, net primarily includes gains and losses associated with business divestitures and acquisitions, re-measurement
adjustments for financial statements in highly inflationary economies and other transactional exchange gains and losses.
Foreign Currency Translation
The income statements of foreign operations, other than those in highly inflationary economies, are translated into U.S. dollars at rates of
exchange in effect each month. The balance sheets of these operations are translated at period-end exchange rates, and the differences
from historical exchange rates are reflected in stockholders' equity as unrealized translation adjustments. GAAP requires the use of highly
inflationary accounting for countries whose cumulative three-year inflation exceeds 100%. Under highly inflationary accounting, the countries'
functional currency becomes the U.S. dollar, and its income statement and balance sheet are measured in U.S. dollars using both current
and historical rates of exchange.
As of July 1, 2018, we adopted highly inflationary accounting for our subsidiaries in Argentina (“K-C Argentina”). The effect of changes in
exchange rates on peso-denominated monetary assets and liabilities has been reflected in earnings in Other (income) and expense, net. As
of December 31, 2025, K-C Argentina had an immaterial net peso monetary position. Net sales of K-C Argentina were approximately 1% of
our net sales in 2025, 2024 and 2023.
49
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
As of April 1, 2022, we adopted highly inflationary accounting for our subsidiary in Türkiye (“K-C Türkiye”). The effect of changes in exchange
rates on lira-denominated monetary assets and liabilities has been reflected in earnings in Other (income) and expense, net. As of
December 31, 2025, K-C Türkiye had an immaterial net lira monetary position. Net sales of K-C Türkiye were less than 1% of our net sales in
2025, 2024, and 2023.
Derivative Instruments and Hedging
Our policies allow the use of derivatives for risk management purposes and prohibit their use for speculation. Our policies also prohibit the
use of any leveraged derivative instrument. Our derivative instruments are primarily entered into with a diversified group of major financial
institutions, which limits our credit exposure under these arrangements. At inception, we formally designate certain derivatives as cash flow,
fair value or net investment hedges and establish how the effectiveness of these hedges will be assessed and measured. This process links
the derivatives to the transactions or financial balances they are hedging. Changes in the fair value of derivatives not designated as hedging
instruments are recorded in earnings as they occur. All derivative instruments are recorded as assets or liabilities on the balance sheet at fair
value. Changes in the fair value of derivatives are either recorded in the income statement or other comprehensive income, as appropriate.
The gain or loss on derivatives designated as fair value hedges and the offsetting loss or gain on the hedged item attributable to the hedged
risk are included in income in the period that changes in fair value occur. The gain or loss on derivatives designated as cash flow hedges is
included in other comprehensive income in the period that changes in fair value occur, and is reclassified to income in the same period that
the hedged item affects income. The gain or loss on derivatives designated as hedges of investments in foreign subsidiaries is recognized in
other comprehensive income to offset the change in value of the net investments being hedged. Certain foreign-currency and commodity
derivative instruments, not designated as hedging instruments, have been entered into to manage certain non-functional currency
denominated monetary assets and liabilities, as well as changes in prices of certain commodities, respectively. The gain or loss on these
derivatives is included in income in the period that changes in their fair values occur. Cash flows from derivatives are classified within the
Consolidated Statements of Cash Flows in the same category as the items being hedged. Cash flows from derivatives are classified within
Operating Activities, except for derivatives designated as net investment hedges which are classified in Investing Activities. See Note 13 for
disclosures about derivative instruments and hedging activities.
Leases
Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease
exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make
lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments
over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit
rate is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include
options to extend or terminate the lease when it is reasonably certain that those options will be exercised.
Variable lease payments are generally expensed as incurred and include certain index-based changes in rent, certain nonlease components,
such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of 12
months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on
a straight-line basis over the lease term.
Certain lease agreements with lease and nonlease components are combined as a single lease component. The depreciable life of lease
assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably
certain of exercise.
Accounting Standards - Adopted as of December 31, 2025
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). The new guidance is intended to enhance the
transparency and decision usefulness of annual income tax disclosures. The amendments in this ASU are effective for fiscal years beginning
after December 15, 2024. Early adoption is permitted, and the amendments should be applied on a prospective basis with retrospective
application permitted. We adopted this
50
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
ASU in the fourth quarter of 2025 and added certain disclosures in Note 14, Income Taxes. The disclosures were applied retrospectively and
impacted all prior periods presented. 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 May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) to clarify the guidance
regarding the identification of the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity. The
amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within those annual periods.
Early adoption is permitted, and the amendments should be applied on a prospective basis. We adopted this ASU in the fourth quarter of
2025 and there was no impact to our Consolidated Financial Statements.
Accounting Standards Issued - Not Adopted as of December 31, 2025
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Topic 220). The new guidance requires disclosure in the notes to the financial statements of disaggregated information about
specific expense categories underlying certain income statement expense line items. The amendments in this ASU are effective for fiscal
years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption
permitted. The amendments should be applied on a prospective basis with retrospective application permitted. We are currently evaluating
the impact of this update on our Consolidated Financial Statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350) to modernize
the accounting guidance for internal-use software costs. The new guidance eliminates software development stages and clarifies when to
begin capitalizing eligible software costs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and
interim periods within those fiscal years, with early adoption permitted. The amendments can be applied on a prospective basis, a modified
basis for in-process projects or a retrospective basis. We are currently evaluating the impact of this update on our Consolidated Financial
Statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832) to establish guidance on the recognition,
measurement and presentation of government grants received by business entities. The amendments in this ASU are effective for fiscal
years beginning after December 15, 2028, and interim periods within those fiscal years, with early adoption permitted. The amendments can
be applied on a modified prospective basis, a modified retrospective basis or a retrospective basis. We are currently evaluating the impact of
this update on our Consolidated Financial Statements and related disclosures.
Note 2. 2024 Transformation Initiative
On March 27, 2024, we announced the 2024 Transformation Initiative intended to improve our focus on growth and reduce our structural cost
base by realigning our internal operating and management structure to streamline our global supply chain and improve the efficiency of our
corporate and regional overhead cost structures. The transformation is expected to impact our organization in all major geographies, and
workforce reductions are expected to be in the range of 4% to 5%. Certain actions under the 2024 Transformation Initiative are being
finalized for implementation, and accounting for such actions will commence when the actions are authorized for execution.
The 2024 Transformation Initiative is expected to be completed by the end of 2026, with total costs anticipated to be approximately $1.5
billion pre-tax. Cash costs are expected to be approximately 60% of that amount, primarily related to workforce reductions and other program
costs. Expected non-cash charges are primarily related to incremental depreciation and asset write-offs, including losses associated with the
expected exit of certain markets. Through December 31, 2025, cumulative pre-tax charges for the 2024 Transformation Initiative were $808
($634 after-tax).
51
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The following charges were incurred in connection with the 2024 Transformation Initiative:
Year Ended December 31
2025
2024
Cost of products sold:
Charges for workforce reductions
$
21
$
69
Asset write-offs
38
27
Incremental depreciation
125
38
Other exit costs
29
10
Total
213
144
Marketing, research and general expenses:
Charges for workforce reductions
28
116
Other exit costs
114
112
Total
142
228
Other (income) and expense, net
(7)
84
Nonoperating expense
3
1
Total charges
351
457
Provision for income taxes
(56)
(118)
Net charges
295
339
Net charges related to noncontrolling interests
(7)
—
Net charges attributable to Kimberly-Clark Corporation
$
288
$
339
(a)
Other (income) and expense, net includes gains and losses from the sale of manufacturing facilities and associated real estate and the exit of certain businesses and
markets as part of the 2024 Transformation Initiative.
(b)
We do not include 2024 Transformation Initiative charges within our segment operating results. Total impact of these charges to the NA and IPC segments would have
been $198 and $135, respectively, for the year ended December 31, 2025, and $147 and $187, respectively, for the year ended December 31, 2024, with the residual
relating to Corporate & Other. See further discussion around our segment operating results in Note 16.
The following summarizes the 2024 Transformation Initiative liabilities activity:
Year Ended December 31
2025
2024
2024 Transformation Initiative liabilities as of January 1
$
130
$
—
Charges for workforce reductions and other cash exit costs
176
291
Cash payments
(229)
(156)
Currency and other
(15)
(5)
2024 Transformation Initiative liabilities as of December 31
$
62
$
130
2024 Transformation Initiative liabilities are recorded in Accrued expenses and other current liabilities. The charges related to the 2024
Transformation Initiative are reflected within Operating Activities of our Consolidated Statements of Cash Flows.
(a)
(b)
52
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Note 3. Discontinued Operations
As disclosed in Note 1, on June 5, 2025, we announced the sale of a controlling equity interest in a newly formed Joint Venture comprised of
our IFP Business. At the time of closing, Buyer will acquire a 51% interest in the Joint Venture for a purchase price of approximately $1.7
billion, subject to certain post-closing adjustments set forth in the Purchase Agreement. We will retain a 49% equity interest in the Joint
Venture which we expect will initially be recorded at fair value and subsequently accounted for using the equity method of accounting. The
transaction is expected to close in mid-2026, pending the satisfaction of consultation requirements and customary closing conditions,
including obtaining required regulatory approvals, set forth in the Purchase Agreement.
Financial Information of Discontinued Operations
The following table presents the components of Income from Discontinued Operations, Net of Income Taxes:
Year Ended December 31
2025
2024
2023
Net Sales
$
3,254
$
3,253
$
3,285
Cost of products sold
2,319
2,362
2,522
Gross Profit
935
891
763
Marketing, research and general expenses
413
381
346
Other (income) and expense, net
2
—
1
Operating Profit
520
510
416
Nonoperating expense
1
(1)
(1)
Income from discontinued operations before income taxes
521
509
415
Provision for income taxes
(121)
(123)
(110)
Income from Discontinued Operations, Net of Income Taxes
$
400
$
386
$
305
As a result of the IFP Transaction, we incurred separation costs of $77 for the year ended December 31, 2025, which are included in the
reported amounts above. These costs were primarily related to external advisory, legal, accounting, contractor and other incremental costs
directly related to the IFP Transaction.
The following table presents significant non-cash items and capital expenditures of discontinued operations:
Year Ended December 31
2025
2024
2023
Depreciation and Amortization
$
68
$
133
$
115
Capital Spending
118
116
100
53
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The following table presents the components of assets and liabilities classified as discontinued operations:
December 31
2025
2024
Assets
Cash and cash equivalents
$
13
$
11
Accounts receivable, net
302
281
Inventories
383
370
Other current assets
22
34
Current Assets of Discontinued Operations
$
720
$
696
Property, Plant and Equipment, Net
$
1,425
$
1,229
Goodwill
179
168
Other Intangible Assets, Net
7
7
Other Assets
94
104
Non-current Assets of Discontinued Operations
$
1,705
$
1,508
Liabilities
Debt payable within one year
$
4
$
4
Trade accounts payable
500
451
Accrued expenses and other current liabilities
236
228
Current Liabilities of Discontinued Operations
$
740
$
683
Long-Term Debt
$
18
$
21
Non-current Employee Benefits
18
15
Deferred Income Taxes
32
26
Other Liabilities
83
77
Non-current Liabilities of Discontinued Operations
$
151
$
139
Joint Venture Agreement and Ancillary Agreements
Upon the closing, K-C, Buyer and the Joint Venture will enter into a joint venture agreement (the "JVA"), which will set forth provisions
relating to, among other things, the governance of the Joint Venture following closing, transfer restrictions with respect to the parties’ interests
in the Joint Venture, and the option of Buyer to purchase K-C's equity interests in the Joint Venture. We will also enter into certain ancillary
agreements including intellectual property rights, transition services agreements (the "TSA") and transitional supply arrangements (the
"Supply Agreements"). Pursuant to the TSA, K-C will provide certain services to the Joint Venture, on an interim, transitional basis from and
after the closing for an initial duration of 18 months, with certain extension rights provided therein. Pursuant to the Supply Agreements, K-C
will manufacture and supply certain products to the Joint Venture and, similarly, the Joint Venture will manufacture and supply certain
products to K-C for a period of up to 36 months following the closing with certain extension rights provided therein.
54
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Note 4. Acquisitions and Divestitures
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. 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.
On January 29, 2026, Kimberly-Clark and Kenvue each held a special meeting of their respective stockholders. During the respective
meetings, Kimberly-Clark stockholders approved by requisite vote the issuance of Kimberly-Clark common stock as consideration to holders
of Kenvue common stock, and Kenvue stockholders adopted by the requisite vote the Merger Agreement. Additionally, the waiting period
applicable to the Kenvue Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 4,
2026. Completion of the Kenvue Acquisition, which is expected to take place in the second half of 2026, remains subject to the satisfaction of
other customary closing conditions, as described in the Merger Agreement, including the receipt of foreign regulatory approvals. The Merger
Agreement also provides for certain termination rights, and under certain specified circumstances, both Kimberly-Clark and Kenvue may be
required to pay the other a termination fee of $1.1 billion.
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. As of December 31, 2025, Other current assets includes deferred share issuance
costs of $6 that will be recognized in Additional paid-in capital upon issuance of the Stock Consideration discussed above.
Completed Acquisition
In the second quarter of 2023, we acquired additional ownership of Thinx, Inc. ("Thinx") for $48, increasing our controlling ownership to 70%.
As part of the completion of a negotiated final redemption, we acquired the remaining 30% ownership of Thinx for $47 in the fourth quarter of
2023. As the purchase of additional ownership in an already controlled subsidiary represents an equity transaction, no gain or loss was
recognized in consolidated net income or comprehensive income.
Completed Divestitures
On July 1, 2024, we completed the sale transaction that was announced on April 7, 2024, of the personal protective equipment ("PPE")
business for total consideration of $635, including the initial purchase price of $640 less working capital and other closing adjustments of $5.
The transaction included Kimtech branded products, such as gloves, apparel and masks, and KleenGuard branded products, such as gloves,
apparel, respirators and eyewear, which serve a variety of scientific and industrial industries globally. Upon closure of the transaction, a pre-
tax gain of $566 ($453 after-tax) was recognized in Other (income) and expense, net. This gain is net of transaction costs of $14 that were
determined to be directly attributable to the sale transaction.
On June 1, 2023, we completed the sale of our Neve tissue brand and related consumer and professional tissue assets in Brazil for $212,
including the base purchase price of $175 and working capital and other closing adjustments of $37. This transaction also included a
licensing agreement to allow the acquirer to manufacture and market in Brazil the Kleenex, Scott and Wypall brands to consumers and
professional customers for a period of time. Upon closure of the transaction, a gain of $74 pre-tax was recognized in Other (income) and
expense, net. We
55
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
incurred divestiture-related costs of $30 pre-tax, which were recorded in Cost of products sold and Marketing, research and general
expenses, resulting in a net benefit of $44 pre-tax ($26 after-tax).
Note 5. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill by reportable segment were as follows:
NA
IPC
Total
Balance as of December 31, 2023
$
1,128
$
766
$
1,894
Divestiture
(15)
—
(15)
Effect of foreign currency translation
—
(83)
(83)
Balance as of December 31, 2024
1,113
683
1,796
Effect of foreign currency translation
—
43
43
Balance as of December 31, 2025
$
1,113
$
726
$
1,839
We completed our required annual assessment of goodwill for impairment for all our reporting units using a qualitative assessment as of the
first day of the third quarter of the year ended December 31, 2025, concluding that it was more likely than not that the fair value of each
reporting unit significantly exceeded the respective carrying amounts.
The carrying amounts of Other Intangible Assets, Net, were as follows:
December 31
2025
2024
Gross Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Intangible assets with indefinite
lives:
Brand names
$
44
$
—
$
44
$
46
$
—
$
46
Intangibles with finite lives:
Trademarks and brand names
53
(41)
12
53
(40)
13
Other intangible assets
34
(13)
21
33
(12)
21
Total intangible assets with finite
lives
87
(54)
33
86
(52)
34
Total
$
131
$
(54)
$
77
$
132
$
(52)
$
80
(a) Other intangible assets primarily include customer and distributor relationships.
(b) Amounts reflect impairments noted below and are subject to foreign currency adjustments.
Amortization expense relating to the intangible assets with finite lives was $2, $7 and $11 for the years ended December 31, 2025, 2024 and
2023, respectively. Based on the carrying values of the intangible assets with finite lives as of December 31, 2025, amortization expense for
each of the next five years is estimated to be approximately $2.
For 2025, we completed the required annual assessment of indefinite-lived intangible assets, other than goodwill, for impairment using a
qualitative assessment as of the first day of the third quarter, and we determined that it is more likely than not that the fair value is more than
the carrying amount for each of these intangible assets.
(b)
(b)
(b)
(b)
(a)
56
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
2024 Intangible Asset Impairment
During the third quarter of 2024, we revised internal financial projections for our Softex and Thinx businesses to reflect updated expectations
of future financial performance in light of current performance and as part of our re-organization efforts discussed in Note 2. As part of these
revisions, we performed impairment assessments for our indefinite-lived brand names and finite-lived intangible assets, primarily brand
names and distributor relationships. As a result of these assessments, we recognized impairment charges of $97 pre-tax ($57 after-tax) to
write-down these intangible assets to their respective fair values. The valuation methods used in the assessments included the relief from
royalty and distributor relationships methods. These impairment charges were primarily caused by increased attrition in our distributor
relationships valuation model and the continued challenges arising from modified consumer shopping behavior in the post-COVID-19 period
coupled with revisions to our long-term strategy and outlook. These noncash charges were included in Impairment of intangible assets in our
Consolidated Statements of Income and in Asset impairments within Operating Activities in our Consolidated Statements of Cash Flows.
2023 Intangible Asset Impairment
In the second quarter of 2023, we conducted forecasting and strategic reviews and integration assessments of our Softex Indonesia
business, acquired in the fourth quarter of 2020, and with performance below expectations since acquisition, we revised internal financial
projections of the business to reflect updated expectations of future financial performance. These reviews and the subsequent revisions in
the projections highlighted challenges for the Softex business arising from modified consumer shopping behavior in the post-COVID-19
period, inflationary pressures and other macroeconomic factors and increased competitive activity in the region. As a result of separate
management reviews, we also have revised internal financial projections associated with our acquisition of a controlling interest in Thinx as a
result of performance below expectations due to the impact of modified consumer shopping behavior in the post-COVID-19 period.
These revisions were considered triggering events requiring interim impairment assessments to be performed relative to the intangible assets
that had been recorded as part of these acquisitions. These intangible assets included indefinite-lived and finite-lived brands and finite-lived
distributor and customer relationships. As a result of the interim impairment assessments, we recognized impairment charges, principally
arising from the impairment charge of $593 related to the Softex business, totaling $658 pre-tax ($483 after-tax) to write-down these
intangible assets to their respective fair values aggregating to $188 as of June 30, 2023. The valuation methods used in the assessments
included the relief from royalty and distributor and customer relationships methods. This noncash charge was included in Impairment of
intangible assets in our Consolidated Statements of Income and in Asset impairments within Operating Activities in our Consolidated
Statements of Cash Flows.
We believe our estimates and assumptions used in the valuations are reasonable and comparable to those that would be used by other
market participants; however, actual events and results could differ substantially from those used in the valuation, and to the extent such
factors result in a failure to achieve the projected cash flows used to estimate fair value, additional noncash impairment charges could be
required in the future.
Note 6. Fair Value Information
The following fair value information is based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair
value. The three levels in the hierarchy used to measure fair value are:
Level 1—Unadjusted quoted prices in active markets accessible at the reporting date for identical assets and liabilities.
Level 2—Quoted prices for similar assets or liabilities in active markets. Quoted prices for identical or similar assets and liabilities in
markets that are not considered active or financial instruments for which all significant inputs are observable, either directly or indirectly.
Level 3—Prices or valuations that require inputs that are significant to the valuation and are unobservable.
A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value
measurement.
57
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
During 2025 and 2024, there were no significant transfers to or from level 3 fair value determinations.
Derivative assets and liabilities are measured on a recurring basis at fair value. As of December 31, 2025 and 2024, derivative assets were
$81 and $189, respectively, and derivative liabilities were $191 and $137, respectively. The fair values of derivatives used to manage interest
rate risk and commodity price risk are based on the Secured Overnight Financing Rate ("SOFR") and interest rate swap curves and on
commodity price quotations, respectively. The fair values of hedging instruments used to manage foreign currency risk are based on
published quotations of spot currency rates and forward points, which are converted into implied forward currency rates. Measurement of our
derivative assets and liabilities is considered a level 2 measurement. See Note 13 for additional information on our use of derivative
instruments.
Redeemable preferred securities of subsidiaries are measured on a recurring basis at their estimated redemption values, which approximate
fair value. As of December 31, 2025 and 2024, the securities were valued at $22 and $37, respectively. The securities are not traded in
active markets, and their measurement is considered a level 3 measurement.
Company-owned life insurance ("COLI") assets are measured on a recurring basis at fair value. COLI assets were $71 as of December 31,
2025 and 2024. The COLI policies are a source of funding primarily for our nonqualified employee benefits and are included in Other Assets
in the Consolidated Balance Sheets. The COLI policies are measured at fair value using the net asset value per share practical expedient,
and therefore, are not classified in the fair value hierarchy.
The following table includes the fair value of our financial instruments for which disclosure of fair value is required:
Fair Value
Hierarchy Level
Carrying Amount
Estimated Fair
Value
Carrying Amount
Estimated
Fair Value
December 31, 2025
December 31, 2024
Assets
Cash and cash equivalents
1
$
688
$
688
$
1,010
$
1,010
Time deposits
1
94
94
181
181
Non-US government bonds
2
—
—
15
15
Liabilities
Short-term debt
2
282
282
3
3
Long-term debt
2
6,886
6,491
7,415
6,828
(a)
Cash equivalents are composed of certificates of deposit, time deposits and other interest-bearing investments with original maturity dates of 90 days or less. Cash
equivalents are recorded at cost, which approximates fair value.
(b)
Time deposits are composed of deposits with original maturities of more than 90 days but less than one year and instruments with original maturities of greater than one
year, included in Other current assets or Other Assets in the Consolidated Balance Sheets, as appropriate. Time deposits are recorded at cost, which approximates fair
value.
(c)
Non-US government bonds are composed of foreign issued debt securities that are classified as held-to-maturity because we have the positive intent and ability to hold the
securities to maturity. These securities are recorded at amortized cost and are included in Other current assets or Other Assets in the Consolidated Balance Sheets, as
appropriate.
(d)
Short-term debt is composed of U.S. commercial paper and/or other similar short-term debt issued by non-U.S. subsidiaries, all of which are recorded at cost, which
approximates fair value.
(e)
Long-term debt includes the current portion of these debt instruments. Fair values were estimated based on quoted prices for financial instruments for which all significant
inputs were observable, either directly or indirectly.
(a)
(b)
(c)
(d)
(e)
58
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Note 7. Debt
Long-term debt is composed of the following:
Weighted-Average
Interest Rate
Maturities
December 31
2025
2024
Notes and debentures
3.6%
2026 - 2050
$
6,784
$
7,310
Industrial development revenue bonds
3.7%
2029 - 2045
59
59
Bank loans and other financings in various currencies
5.9%
2026 - 2046
43
46
Total long-term debt
6,886
7,415
Less current portion
412
561
Long-term portion
$
6,474
$
6,854
Scheduled maturities of long-term debt for the next five years are $413 in 2026, $608 in 2027, $704 in 2028, $706 in 2029 and $745 in 2030.
In February 2023, we issued $350 aggregate principal amount of 4.50% notes due February 16, 2033. Proceeds from the offering were used
for general corporate purposes including the repayment of a portion of our commercial paper indebtedness.
Committed Bridge Financing
In November 2025, in connection with the Merger Agreement discussed in Note 4, the Company and JPMorgan Chase Bank, N.A. (the
"Bank") executed a certain bridge loan facility commitment letter, pursuant to which the Bank has committed to provide bridge financing (the
"Bridge Facility") in an amount of $7.7 billion to the Company to fund the Cash Consideration, the fees, costs and expenses incurred in
connection with the transactions contemplated by the Merger Agreement and to repay certain existing indebtedness of Kenvue and/or its
subsidiaries. In December 2025, $3.8 billion of the commitments in the Bridge Facility were terminated in connection with entry into the New
Revolving Credit Facility and DDTL Credit Facility (as defined below). We incurred debt issuance costs of $15 in connection with the Bridge
Facility, of which $8 was charged to earnings in connection with the termination of a portion of the commitments. The remaining unamortized
amount is capitalized in Other current assets.
Revolving Credit and Delayed Draw Term Loan Agreements
In December 2025, we entered into (i) the Five-Year Revolving Credit Agreement by and among Kimberly-Clark, JPMorgan Chase Bank,
N.A. (the "Bank") and the other lenders party thereto (the “New Revolving Credit Facility”) and (ii) the Delayed Draw Term Loan Credit
Agreement by and among Kimberly-Clark, the Bank, and the other lenders party thereto (the “DDTL Credit Facility”). The New Revolving
Credit Facility matures in December 2030 and provides for a revolving credit facility of up to $4.0 billion (which may be increased by up to
$1.0 billion upon obtaining additional commitments from the then-existing or new lenders and the satisfaction of certain other conditions). The
DDTL Credit Facility provides for a delayed draw term loan facility of up to $1.8 billion, which, along with $2.0 billion of the commitments
under the New Revolving Credit Facility, will be available with limited conditionality to ensure certainty of funds to pay the Cash
Consideration, the fees, costs and expenses incurred in connection with the transactions contemplated by the Merger Agreement and to
repay certain existing indebtedness of Kenvue and/or its subsidiaries. The commitments under the DDTL Credit Facility will terminate upon
the earlier of (i) the termination of the Merger Agreement or (ii) the closing of the transactions contemplated by the Merger Agreement without
the borrowing of funds under the DDTL Credit Facility. Amounts borrowed under the DDTL Credit Facility are payable within one year, subject
to certain mandatory prepayment conditions described in the DDTL Credit Facility.
Borrowings under the New Revolving Credit Facility and the DDTL Credit Facility will bear interest, at our option, at a rate equal to (i) a base
rate (subject to a floor of 1.00%) or (ii) a floating secured overnight financing rate (subject to a floor of 0.00%) plus an applicable margin. The
applicable margin will range from 0.50% to 1.00% depending on our credit rating and is initially 0.75%.
59
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
We capitalized debt issuance costs of $5 in connection with the facilities discussed above; the unamortized portion is presented in Other
current assets. The New Revolving Credit Facility, currently unused, supports our commercial paper program, and would provide liquidity in
the event our access to the commercial paper markets is unavailable for any reason.
Concurrently with the closing of the New Revolving Credit Facility and the DDTL Credit Facility, we terminated the commitments outstanding
under our previous $750 revolving credit facility, originally set to mature in May 2026 and reduced the commitments outstanding under our
existing $2.0 billion revolving credit facility, which matures in June 2028, to $1.0 billion.
Note 8. Stock-Based Compensation
We have a stock-based Equity Participation Plan and an Outside Directors' Compensation Plan (the "Plans"), under which we can grant
stock options, restricted share units ("RSUs") and other types of awards described further in the Plans to employees and outside directors.
As of December 31, 2025, the number of shares of common stock available for grants under the Plans aggregated to 6.3 million shares.
Unless specifically stated, the following reflects consolidated information for the Company inclusive of the IFP Business.
Stock options are granted at an exercise price equal to the fair market value of our common stock on the date of grant, and they have a term
of 10 years. Stock options are subject to graded vesting whereby options vest 30% at the end of each of the first two 12-month periods
following the grant and 40% at the end of the third 12-month period.
Time-vested RSUs are valued at the closing market price of our common stock on the grant date and are generally subject to graded vesting
whereby shares vest 30% at the end of each of the first two 12-month periods following the grant and 40% at the end of the third 12-month
period. Time-vested restricted share unit grants issued for special one-time awards and performance-based RSUs granted to employees are
valued at the closing market price of our common stock on the grant date and vest generally at the end of three years. The number of
performance-based RSUs that ultimately vest ranges from zero to 200% of the number granted based on the attainment of performance
metrics. Performance metrics are tied to modified free cash flow and organic sales growth during the three-year performance period.
Modified free cash flow and organic sales growth targets are set at the beginning of the performance period. RSUs granted to outside
directors are valued at the closing market price of our common stock on the grant date and vest when they are granted. These shares are
subject to a restricted period that begins on the date of grant and expires within ninety days following the date the outside director retires
from or otherwise terminates service on our Board.
At the time stock options are exercised or RSUs vest, common stock is issued from our accumulated treasury shares. Dividend equivalents
are credited on RSUs on the same date and at the same rate as dividends are paid on Kimberly-Clark's common stock. These dividend
equivalents, net of estimated forfeitures, are charged to retained earnings.
Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, net of estimated
forfeitures, based on the fair value of the award at the date of grant. Stock-based compensation costs from continuing operations of $130,
$122 and $160 and related deferred income tax benefits of $25, $27 and $34 were recognized for 2025, 2024 and 2023, respectively.
The fair value of stock option awards is determined on the date of grant using a Black-Scholes-Merton option-pricing model utilizing a range
of assumptions related to dividend yield, volatility, risk-free interest rate, and historical employee exercise behavior. Dividend yield is based
on historical experience and expected future dividend actions. Expected volatility is based on a blend of historical volatility and implied
volatility from traded options on Kimberly-Clark's common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect
at the time of grant. We estimate forfeitures based on historical data.
During 2025, 2024 and 2023, no stock options were granted.
60
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Total remaining unrecognized compensation costs and amortization periods for our outstanding stock-based awards are as follows:
December 31, 2025
Weighted-Average
Service Years
Time-vested RSUs
$
71
1.3
Performance-based RSUs
16
1.6
A summary of stock-based compensation activity and related information for outstanding stock options and RSUs is presented below:
Stock Options
Shares
(in thousands)
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Term
Aggregate Intrinsic
Value
Outstanding as of January 1, 2025
2,976
$
131.05
Granted
—
—
Exercised
(331)
124.47
Forfeited or expired
(69)
119.22
Outstanding as of December 31, 2025
2,576
131.75
3.7 $
—
Exercisable as of December 31, 2025
2,575
131.75
3.7 $
—
The total intrinsic value of options exercised during 2025, 2024 and 2023 was $6, $19 and $23, respectively.
Time-Vested
RSUs
Performance-Based
RSUs
RSUs
Shares
(in thousands)
Weighted-Average
Grant-Date Fair
Value
Shares
(in thousands)
Weighted-Average
Grant-Date Fair
Value
Nonvested as of January 1, 2025
1,392
$
137.79
686
$
134.87
Granted
889
129.57
608
131.63
Vested
(698)
137.34
(557)
133.09
Forfeited
(134)
135.90
(41)
138.59
Nonvested as of December 31, 2025
1,449
133.15
696
135.76
The total fair value of RSUs that vested during 2025, 2024 and 2023 was $170, $185 and $99, respectively.
Note 9. Employee Postretirement Benefits
Substantially all regular employees in the U.S. and the United Kingdom are covered by defined contribution retirement plans and certain U.S.
and United Kingdom employees previously earned benefits covered by defined benefit pension plans that currently provide no future service
benefit (the "Principal Plans"). Certain other subsidiaries have defined benefit pension plans or, in certain countries, termination pay plans
covering substantially all regular employees. The funding policy for our qualified defined benefit pension plans is to contribute assets at least
equal in amount to regulatory minimum requirements. Nonqualified U.S. plans providing pension benefits in excess of limitations imposed by
the U.S. income tax code are not funded.
Substantially all U.S. retirees and employees have access to our unfunded health care and life insurance benefit plans. The annual increase
in the consolidated weighted-average health care cost trend rate is expected to be 6.2% in 2026 and to decline to 4.5% in 2038 and
thereafter. Assumed health care cost trend rates affect the amounts reported for postretirement health care benefit plans.
61
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Summarized financial information about postretirement plans, excluding defined contribution retirement plans, is presented below:
Pension Benefits
Other Benefits
Year Ended December 31
2025
2024
2025
2024
Change in Benefit Obligation
Benefit obligation at beginning of year
$
2,198
$
2,428
$
497
$
531
Service cost
10
11
4
4
Interest cost
116
114
29
28
Actuarial (gain) loss
12
(129)
(8)
(3)
Currency and other
88
(39)
6
(12)
Benefit payments from plans
(177)
(174)
—
—
Direct benefit payments
(8)
(8)
(48)
(51)
Settlements and curtailments
(29)
(5)
—
—
Benefit obligation at end of year
2,210
2,198
480
497
Change in Plan Assets
Fair value of plan assets at beginning of year
2,060
2,295
—
—
Actual return on plan assets
140
(32)
—
—
Employer contributions
14
14
—
—
Currency and other
83
(39)
—
—
Benefit payments
(177)
(174)
—
—
Settlements
(25)
(4)
—
—
Fair value of plan assets at end of year
2,095
2,060
—
—
Funded Status
$
(115)
$
(138)
$
(480)
$
(497)
(a) Actuarial (gains) losses in each period shown are primarily due to changes in discount rates.
Substantially all of the funded status of pension and other benefits is recognized in the Consolidated Balance Sheets in Noncurrent
Employee Benefits, with the remainder recognized in Accrued expenses and other current liabilities and Other Assets.
Information for the Principal Plans and All Other Pension Plans
Principal Plans
All Other Pension Plans
Total
Year Ended December 31
2025
2024
2025
2024
2025
2024
Projected benefit obligation (“PBO”)
$
1,897
$
1,900
$
313
$
298
$
2,210
$
2,198
Accumulated benefit obligation (“ABO”)
1,897
1,900
268
257
2,165
2,157
Fair value of plan assets
1,819
1,795
276
265
2,095
2,060
Approximately one-half of the PBO and fair value of plan assets for the Principal Plans relate to the U.S. qualified and nonqualified pension
plans.
(a)
62
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Information for Pension Plans with an ABO in Excess of Plan Assets
December 31
2025
2024
ABO
$
1,086
$
2,042
Fair value of plan assets
928
1,874
Information for Pension Plans with a PBO in Excess of Plan Assets
December 31
2025
2024
PBO
$
1,090
$
2,048
Fair value of plan assets
928
1,875
Components of Net Periodic Benefit Cost
Pension Benefits
Other Benefits
Year Ended December 31
2025
2024
2023
2025
2024
2023
Service cost
$
10
$
11
$
11
$
4
$
4
$
4
Interest cost
116
114
120
29
28
30
Expected return on plan assets
(123)
(123)
(127)
—
—
—
Recognized net actuarial (gain) loss
44
40
39
(4)
—
(3)
Settlements and curtailments
4
2
35
—
—
—
Other
—
—
—
—
—
1
Net periodic benefit cost
$
51
$
44
$
78
$
29
$
32
$
32
(a)
The expected return on plan assets is determined by multiplying the fair value of plan assets at the remeasurement date, typically the prior year-end adjusted for estimated
current year cash benefit payments and contributions, by the expected long-term rate of return.
The components of net periodic benefit cost other than the service cost component are included in the line item Nonoperating expense in our
Consolidated Statements of Income.
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31
Pension Benefits
Other Benefits
Projected 2026
2025
2024
2023
2025
2024
2023
Discount rate
5.24%
5.38%
4.93%
5.22%
5.89%
5.66%
5.92%
Expected long-term return on plan
assets
6.01%
6.12%
5.60%
5.80%
—
—
—
Rate of compensation increase
4.15%
3.43%
3.49%
3.45%
—
—
—
Weighted-Average Assumptions Used to Determine Benefit Obligations as of December 31
Pension Benefits
Other Benefits
2025
2024
2025
2024
Discount rate
5.24%
5.38%
5.89%
6.04%
Rate of compensation increase
4.15%
3.43%
—
—
(a)
63
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Investment Strategies for the Principal Plans
Strategic asset allocation decisions are made considering several risk factors, including plan participants' retirement benefit security, the
estimated payments of the associated liabilities, the plan funded status, and Kimberly-Clark's financial condition. The resulting strategic asset
allocation is a diversified blend of equity and fixed income investments. Equity investments are typically diversified across geographies and
market capitalization. Fixed income investments are diversified across multiple sectors including government issues and corporate debt
instruments with a portfolio duration that is consistent with the estimated payment of the associated liability. Actual asset allocation is
regularly reviewed and periodically rebalanced to the strategic allocation when considered appropriate. Our 2026 target plan asset allocation
for the Principal Plans is approximately 85% fixed income securities and 15% equity securities.
The expected long-term rate of return is generally evaluated on an annual basis. In setting this assumption, we consider a number of factors
including projected future returns by asset class relative to the current asset allocation. The weighted-average expected long-term rate of
return on pension fund assets used to calculate pension expense for the Principal Plans was 6.34% in 2025, 5.73% in 2024 and 6.05% in
2023, and will be 6.24% in 2026.
Set forth below are the pension plan assets of the Principal Plans measured at fair value, by level in the fair-value hierarchy. Approximately
60% of the assets are held in pooled funds and are measured using a net asset value (or its equivalent). Accordingly, such assets do not
meet the Level 1, Level 2, or Level 3 criteria of the fair value hierarchy.
Fair Value Measurements as of December 31, 2025
Total Plan Assets
Assets at
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Assets at Significant
Observable Inputs
(Level 2)
Assets at Significant
Unobservable Inputs
(Level 3)
Cash and Cash Equivalents
Held directly
$
28
$
19
$
9
$
—
Fixed Income
Held directly
U.S. government and municipals
119
100
19
—
U.S. corporate debt
288
—
288
—
U.S. securitized
—
—
—
—
International bonds
41
—
41
—
Held through mutual and pooled funds measured at net
asset value
U.S. government and municipals
272
—
—
—
Non-U.S. securitized
74
—
—
—
International bonds
524
—
—
—
Equity
Held directly
U.S. equity
16
16
—
—
International equity
12
12
—
—
Held through mutual and pooled funds measured at net
asset value
Non-U.S. equity
3
—
—
—
Global equity
246
—
—
—
Insurance Contracts
196
—
—
196
Other
—
—
—
—
Total Plan Assets
$
1,819
$
147
$
357
$
196
64
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Fair Value Measurements as of December 31, 2024
Total Plan Assets
Assets at
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Assets at Significant
Observable Inputs
(Level 2)
Assets at Significant
Unobservable Inputs
(Level 3)
Cash and Cash Equivalents
Held directly
$
25
$
16
$
9
$
—
Fixed Income
Held directly
U.S. government and municipals
112
94
18
—
U.S. corporate debt
304
—
304
—
U.S. securitized
1
—
1
—
International bonds
50
—
50
—
Held through mutual and pooled funds measured at net
asset value
U.S. government and municipals
289
—
—
—
Non-U.S. securitized
69
—
—
—
International bonds
509
—
—
—
Equity
Held directly
U.S. equity
14
14
—
—
International equity
11
11
—
—
Held through mutual and pooled funds measured at net
asset value
Non-U.S. equity
2
—
—
—
Global equity
218
—
—
—
Insurance Contracts
194
—
—
194
Other
(3)
(3)
—
—
Total Plan Assets
$
1,795
$
132
$
382
$
194
Futures contracts are used when appropriate to manage duration targets. As of December 31, 2025 and 2024, the U.S. plan held directly
Treasury futures contracts with a total notional value of approximately $269 and $278, respectively, and an insignificant fair value. As of
December 31, 2025 and 2024, the United Kingdom plan held through a pooled fund future contracts with a total notional value of
approximately $501 and $418, and an insignificant fair value.
During 2025 and 2024, the plan assets did not include a significant amount of Kimberly-Clark common stock.
Inputs and valuation techniques used to measure the fair value of plan assets vary according to the type of security being valued.
Substantially all of the equity securities held directly by the plans are actively traded and fair values are determined based on quoted market
prices. Fair values of U.S. government securities are determined based on trading activity in the marketplace.
Fair values of U.S. corporate debt, U.S. municipals and international bonds are typically determined by reference to the values of similar
securities traded in the marketplace and current interest rate levels. Multiple pricing services are typically employed to assist in determining
these valuations.
Fair values of equity securities and fixed income securities held through units of pooled funds are based on net asset value of the units of the
pooled fund determined by the fund manager. Pooled funds are similar in nature to
65
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
retail mutual funds, but are typically more efficient for institutional investors. The fair value of pooled funds is determined by the value of the
underlying assets held by the fund and the units outstanding.
Equity securities held directly by the pension trusts and those held through units in pooled funds are monitored as to issuer and industry.
Except for U.S. Treasuries, concentrations of fixed income securities are similarly monitored for concentrations by issuer and industry. As of
December 31, 2025, there were no significant concentrations of equity or debt securities in any single issuer or industry.
No level 3 transfers (in or out) were made in 2025 or 2024. Fair values of insurance contracts are based on an evaluation of various factors,
including purchase price.
We expect to contribute approximately $15 to our defined benefit pension plans in 2026. Over the next ten years, we expect that the following
gross benefit payments will occur:
Pension Benefits
Other Benefits
2026
$
181
$
51
2027
189
52
2028
184
52
2029
180
51
2030
180
48
2031-2035
872
210
Defined Contribution Pension Plans
Our 401(k) profit sharing plan and supplemental plan provide for a matching contribution of a U.S. employee's contributions and accruals,
subject to predetermined limits, as well as a discretionary profit sharing contribution, in which contributions will be based on our profit
performance. We also have defined contribution pension plans for certain employees outside the U.S. Costs charged to expense for our
defined contribution pension plans were $143 in 2025, $158 in 2024, and $166 in 2023. Approximately 17% of these costs were for plans
outside the U.S.
Note 10. Stockholders' Equity
Net unrealized currency gains or losses resulting from the translation of assets and liabilities of foreign subsidiaries, except those in highly
inflationary economies, are recorded in Accumulated Other Comprehensive Income ("AOCI"). For these operations, changes in exchange
rates generally do not affect cash flows; therefore, unrealized translation adjustments are recorded in AOCI rather than net income. Upon
sale or substantially complete liquidation of any of these subsidiaries, the applicable unrealized translation adjustment would be removed
from AOCI and reported as part of the gain or loss on the sale or liquidation. The change in unrealized translation in 2025 was primarily due
to the strengthening of various foreign currencies versus the U.S. dollar.
Also included in unrealized translation amounts are the effects of foreign exchange rate changes on intercompany balances of a long-term
investment nature and transactions designated as hedges of net foreign investments.
66
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The changes in the components of AOCI attributable to Kimberly-Clark, net of tax, are as follows:
Unrealized
Translation
Defined Benefit
Pension Plans
Other
Postretirement
Benefit Plans
Cash Flow Hedges
Balance as of December 31, 2022
$
(2,769)
$
(789)
$
52
$
(163)
Other comprehensive income (loss) before
reclassifications
84
(57)
(9)
(153)
(Income) loss reclassified from AOCI
7 (b)
55 (a)
(4) (a)
164 (c)
Net current period other comprehensive income
(loss)
91
(2)
(13)
11
Balance as of December 31, 2023
(2,678)
(791)
39
(152)
Other comprehensive income (loss) before
reclassifications
(434)
(15)
10
131
(Income) loss reclassified from AOCI
44 (b)
31 (a)
(2) (a)
51 (c)
Net current period other comprehensive income
(loss)
(390)
16
8
182
Balance as of December 31, 2024
(3,068)
(775)
47
30
Other comprehensive income (loss) before
reclassifications
395
(18)
4
(140)
(Income) loss reclassified from AOCI
—
35 (a)
(4) (a)
50 (c)
Net current period other comprehensive income
(loss)
395
17
—
(90)
Balance as of December 31, 2025
$
(2,673)
$
(758)
$
47
$
(60)
(a) Included in Nonoperating expense as part of the computation of net periodic benefits costs (see Note 9).
(b) Included in Other (income) and expense, net as part of the charges related to the 2024 Transformation Initiative (see Note 2).
(c) Included in Interest expense, Cost of products sold or Other (income) and expense, net, based on the income statement line that the hedged exposure affects earnings.
For the year ended December 31, 2025, losses of $20 were reclassified into Income from Discontinued Operations, Net of Income Taxes due to the discontinuance of cash
flow hedge accounting as a result of the IFP Transaction (see Note 13).
Included in the above defined benefit pension plans and other postretirement benefit plans balances as of December 31, 2025 is $710 and
$1 of unrecognized net actuarial loss and unrecognized net prior service cost, respectively.
67
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The changes in the components of AOCI attributable to Kimberly-Clark, including the tax effect, are as follows:
Year Ended December 31
2025
2024
2023
Unrealized translation
$
377
$
(373)
$
84
Tax effect
18
(17)
7
395
(390)
91
Defined benefit pension plans
Unrecognized net actuarial loss and transition amount
Funded status recognition
9
(26)
(49)
Amortization
44
40
39
Settlements and curtailments
4
2
35
Currency and other
(36)
6
(23)
21
22
2
Unrecognized prior service cost/credit
Funded status recognition
—
—
3
—
—
3
Tax effect
(4)
(6)
(7)
17
16
(2)
Other postretirement benefit plans
Unrecognized net actuarial loss and transition amount
2
10
(18)
Tax effect
(2)
(2)
5
—
8
(13)
Cash flow hedges
Recognition of effective portion of hedges
(181)
198
(178)
Amortization
59
69
208
Currency and other
(4)
(15)
(14)
Tax effect
36
(70)
(5)
(90)
182
11
Change in AOCI
$
322
$
(184)
$
87
Note 11. Leases and Commitments
We have entered into leases for certain facilities, vehicles, material handling and other equipment. Our leases have remaining contractual
terms up to 93 years, some of which include options to extend the leases for up to 99 years, and some of which include options to terminate
the leases within 1 year. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Our
lease costs are primarily related to facility leases for inventory warehousing and administration offices.
68
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Lease Expense
Year Ended December 31
2025
2024
2023
Income Statement Classification
Operating lease expense
$
141
$
136
$
131
Cost of products sold, Marketing,
research and general expenses
Finance lease expense:
Amortization of lease assets
15
14
12
Cost of products sold
Interest on lease liabilities
3
3
2
Interest expense
Total finance lease expense
18
17
14
Variable lease expense
136
132
214
Cost of products sold, Marketing,
research and general expenses
Total lease expense
$
295
$
285
$
359
(a) Includes short-term leases, which are immaterial.
Lease Assets and Liabilities
December 31
2025
2024
Balance Sheet Classification
Assets
Operating lease
$
369
$
363
Other Assets
Finance lease
49
46
Property, Plant and Equipment, Net
Total lease assets
$
418
$
409
Liabilities
Current:
Operating lease
$
128
$
116
Accrued expenses and other current
liabilities
Finance lease
13
12
Debt payable within one year
Noncurrent:
Operating lease
258
265
Other Liabilities
Finance lease
30
32
Long-Term Debt
Total lease liabilities
$
429
$
425
As of December 31, 2025 and 2024, accumulated amortization of finance lease assets was $36 and $28, respectively.
(a)
69
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Maturity of Lease Liabilities
December 31, 2025
Operating Leases
Finance Leases
Total
2026
$
146
$
15
$
161
2027
116
13
129
2028
69
10
79
2029
42
5
47
2030
27
3
30
Thereafter
38
5
43
Total lease payments
438
51
489
Less imputed interest
52
8
60
Present value of lease liabilities
$
386
$
43
$
429
Supplemental Information Related to Leases
The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued
operations. As a result, unless specifically stated, supplemental cash flow information shown below reflects Kimberly-Clark's consolidated
results
for
all
periods
presented.
Year Ended December 31
2025
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating leases
$
160
$
156
$
147
Finance leases
25
19
17
Lease assets obtained in exchange for new lease obligations:
Operating leases
40
74
66
Finance leases
14
23
24
Other non-cash modifications to lease assets:
Operating leases
89
39
39
Lease terms and discount rates were as follows:
December 31, 2025
December 31, 2024
Operating Leases
Finance Leases
Operating Leases
Finance Leases
Weighted-average remaining lease term (years)
4.1
4.6
4.2
4.9
Weighted-average discount rate
5.8%
6.3%
4.3%
6.3%
As of December 31, 2025, we have additional operating leases that are expected to commence in 2026 and are therefore not included in the
measurement of the right-of-use assets and liabilities disclosed in the table above. These leases have cumulative minimum lease
commitments of approximately $186, with terms ranging from 7 to 10.5 years.
We have entered into long-term contracts for the purchase of raw materials, primarily superabsorbent materials, pulp and certain utilities.
Commitments under these contracts based on current prices are $956 in 2026, $415 in 2027, $411 in 2028, $346 in 2029, $348 in 2030, and
$1,387 beyond the year 2030.
Although we are primarily liable for payments on the above-mentioned leases and purchase commitments, our exposure to losses, if any,
under these arrangements is not material.
70
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Note 12. Legal Matters
We routinely are involved in legal proceedings, claims, disputes, tax matters, regulatory matters and governmental inspections or
investigations arising in the ordinary course of or incidental to our business, including those noted below in this section. We record accruals
in the Consolidated Financial Statements for pending litigation when we determine that an unfavorable outcome is probable and the amount
of the loss can be reasonably estimated. For the matters we disclose that do not include an estimate of the amount of loss or range of losses,
such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially
result from the application of non-monetary remedies, unless disclosed below. At present we believe that the ultimate outcome of these
proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations or cash flows. However,
legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur.
Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought,
unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways,
precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on
our business, results of operations or financial position.
As previously disclosed, we have been party to certain legal proceedings relating to our former health care business, Avanos Medical, Inc.
(previously Halyard Health, Inc.), including a qui tam matter and certain subpoena and document requests from the federal government. The
subpoena and document requests included subpoenas from the United States Department of Justice (“DOJ”) concerning allegations of
potential criminal and civil violations of federal laws, including the Food, Drug, and Cosmetic Act, in connection with the manufacturing,
marketing and sale of surgical gowns by our former health care business. During the second quarter of 2025, we entered into a settlement
agreement to resolve the qui tam matter which provided for a payment by us in an amount that did not materially affect our financial position,
results of operations or cash flows. During the third quarter of 2025, we entered into a Deferred Prosecution Agreement (the “DPA”) with the
DOJ that resolved the DOJ’s investigation. Pursuant to the DPA, the Company is responsible for making certain monetary payments that are
not expected to materially affect our financial position, results of operations or cash flows.
We are subject to federal, state and local environmental protection laws and regulations with respect to our business operations and are
operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. We have been named a
potentially responsible party under the provisions of the U.S. federal Comprehensive Environmental Response, Compensation and Liability
Act, or analogous state statutes, at a number of sites where hazardous substances are present. None of our compliance obligations with
environmental protection laws and regulations, individually or in the aggregate, is expected to have a material adverse effect on our
business, liquidity, financial condition or results of operations.
Note 13. Objectives and Strategies for Using Derivatives
As a multinational enterprise, we are exposed to financial risks, such as changes in foreign currency exchange rates, interest rates, and
commodity prices. We employ a number of practices to manage these risks, including operating and financing activities and, where
appropriate, the use of derivative instruments.
As of December 31, 2025 and 2024, derivative assets were $81 and $189, respectively, and derivative liabilities were $191 and $137,
respectively, primarily comprised of foreign currency exchange, interest rate and commodity price contracts. Derivative assets are recorded
in Other current assets or Other Assets, as appropriate, and derivative liabilities are recorded in Accrued expenses and other current
liabilities or Other Liabilities, as appropriate.
Foreign Currency Exchange Rate Risk
Translation adjustments result from translating foreign entities' financial statements into U.S. dollars from their functional currencies. The risk
to any particular entity's net assets is reduced to the extent that the entity is financed with local currency borrowings. A portion of our balance
sheet translation exposure for certain affiliates, which results from changes in translation rates between the affiliates’ functional currencies
and the U.S. dollar, is hedged with cross-currency swap contracts and certain foreign denominated debt which are designated as net
investment hedges. The foreign currency exposure on certain non-functional currency denominated monetary assets and
71
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
liabilities, primarily intercompany loans and accounts payable, is hedged primarily with undesignated derivative instruments.
Derivative instruments are used to hedge a portion of forecasted cash flows denominated in foreign currencies for non-U.S. operations'
purchases of raw materials, which are priced in U.S. dollars, and imports of intercompany finished goods and work-in-process inventories
priced predominantly in U.S. dollars and euros. The derivative instruments used to manage these exposures are designated as cash flow
hedges.
Interest Rate Risk
Interest rate risk is managed using a portfolio of variable and fixed-rate debt composed of short and long-term instruments. Interest rate swap
contracts may be used to facilitate the maintenance of the desired ratio of variable and fixed-rate debt and are designated as fair value
hedges. From time to time, we also hedge the anticipated issuance of fixed-rate debt, and these contracts are designated as cash flow
hedges.
Commodity Price Risk
We use derivative instruments, such as commodity forward and price swap contracts, to hedge a portion of our exposure to market risk
arising from changes in prices of certain commodities. These derivatives are primarily designated as cash flow hedges of specific quantities
of the underlying commodity expected to be purchased in future months. In addition, we utilize negotiated contracts of varying durations
along with strategic pricing mechanisms to manage volatility for a portion of our commodity costs.
Fair Value Hedges
Derivative instruments that are designated and qualify as fair value hedges are predominantly used to manage interest rate risk. The fair
values of these derivative instruments are recorded as an asset or liability, as appropriate, with the offset recorded in Interest expense. The
offset to the change in fair values of the related debt is also recorded in Interest expense. Any realized gain or loss on the derivatives that
hedge interest rate risk is amortized to Interest expense over the life of the related debt. As of December 31, 2025, the aggregate notional
values and carrying values of debt subject to outstanding interest rate contracts designated as fair value hedges were $425 and $405,
respectively. For the years ended December 31, 2025, 2024 and 2023, gains or losses recognized in Interest expense for interest rate swaps
were not material.
Cash Flow Hedges
For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is initially
recorded in AOCI, net of related income taxes, and recognized in earnings in the same income statement line and period that the hedged
exposure affects earnings. As of December 31, 2025, the aggregate notional value of outstanding foreign exchange and commodity
derivative contracts designated as cash flow hedges was $2.3 billion. For the year ended December 31, 2025, we discontinued cash flow
hedge accounting for certain foreign exchange and commodity instruments with a notional value of $690 because the forecasted transactions
were no longer probable of occurring due to the IFP Transaction. As a result, pre-tax losses of $20 were reclassified from AOCI into Income
from Discontinued Operations, Net of Income Taxes. For the years ended December 31, 2024 and 2023, no material gains or losses were
reclassified from AOCI into earnings as a result of the discontinuance of cash flow hedge accounting. As of December 31, 2025, losses
expected to be reclassified from AOCI into Interest expense, Cost of products sold or Other (income) and expense, net during the next twelve
months are $21. The maximum maturity of cash flow hedges in place as of December 31, 2025 is November 2028.
Net Investment Hedges
For derivative instruments that are designated and qualify as net investment hedges, unrealized gains and losses related to changes in fair
value of net investment hedges are recorded in AOCI and offset the change in the value of the net investment being hedged. As of
December 31, 2025, the aggregate notional value of these instruments was $1.1 billion. We exclude the interest accruals on cross-currency
swap contracts and the forward points on foreign exchange forward contracts from the assessment and measurement of hedge
effectiveness. Interest accruals on cross-currency swap contracts are recognized in earnings within Interest expense. We amortize the
forward points on foreign exchange contracts into earnings within Interest expense over the life of the hedging relationship. For the years
ended December 31, 2025, 2024 and 2023, unrealized losses of $103, unrealized gains of $64, and
72
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
unrealized losses of $43, respectively, related to net investment hedge fair value changes were recorded in AOCI and no material amounts
were reclassified from AOCI to Interest expense.
For the years ended December 31, 2025, 2024 and 2023 no material amounts were excluded from the assessment of net investment, fair
value or cash flow hedge effectiveness.
Undesignated Hedging Instruments
Gains or losses on undesignated foreign exchange and commodity hedging instruments are immediately recognized in Other (income) and
expense, net. For the years ended December 31, 2025, 2024 and 2023, we recognized gains of $46, losses of $49, and gains of $2,
respectively. The effect on earnings from the use of these undesignated derivatives is substantially neutralized by the transactional gains and
losses recorded on the underlying assets and liabilities. As of December 31, 2025, the notional amount of these undesignated derivative
instruments was approximately $4.6 billion.
Note 14. Income Taxes
The Provision for income taxes consists of the following:
Year Ended December 31
2025
2024
2023
Current income taxes
United States
$
117
$
236
$
364
State
42
56
53
Other countries
226
195
252
Total
385
487
669
Deferred income taxes
United States
241
(14)
(120)
State
1
(18)
(28)
Other countries
(28)
(13)
(178)
Total
214
(45)
(326)
Total Provision for income taxes
$
599
$
442
$
343
The components of Income from Continuing Operations Before Income Taxes and Equity Interests are as follows:
Year Ended December 31
2025
2024
2023
United States
$
1,743
$
2,194
$
1,954
Other countries
309
224
(348)
Total Income from Continuing Operations Before Income Taxes and Equity
Interests
$
2,052
$
2,418
$
1,606
73
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Deferred income tax assets and liabilities are comprised of the following:
December 31
2025
2024
Deferred tax assets
Pension and other postretirement benefits
$
162
$
169
Tax credits and loss carryforwards
712
623
Capitalized research costs
204
272
Lease liabilities
114
112
Other
423
364
1,615
1,540
Valuation allowances
(451)
(295)
Total deferred tax assets
1,164
1,245
Deferred tax liabilities
Property, plant and equipment
851
854
Investments in subsidiaries
133
113
Goodwill
69
64
Lease assets
109
105
Other
186
203
Total deferred tax liabilities
1,348
1,339
Net deferred tax assets (liabilities)
$
(184)
$
(94)
Valuation allowances as of December 31, 2025 primarily relate to tax credits, capital loss carryforwards, and income tax loss carryforwards of
$1.1 billion. If these items are not utilized against taxable income, $484 of the income tax loss carryforwards will expire from 2026 through
2045. The remaining $589 has no expiration date.
Realization of income tax loss carryforwards is dependent on generating sufficient taxable income prior to expiration of these carryforwards.
Although realization is not assured, we believe it is more likely than not that all of the deferred tax assets, net of applicable valuation
allowances, will be realized. The amount of the deferred tax assets considered realizable could be reduced or increased due to changes in
the tax environment or if estimates of future taxable income change during the carryforward period.
74
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Presented below is a reconciliation of the Provision for income taxes computed at the U.S. federal statutory tax rate to the actual effective tax
rate:
Year Ended December 31
2025
2024
2023
Amount
Percent
Amount
Percent
Amount
Percent
U.S. statutory rate applied to income from
continuing operations before income taxes
and equity interests
$
431
21.0 % $
508
21.0 % $
337
21.0 %
State income taxes, net of federal tax
benefit
34
1.7
31
1.3
25
1.6
Effect of changes in tax laws or rates
enacted in the current period
119
5.8
—
—
(21)
(1.3)
Effect of Cross-Border Tax Laws
Foreign-derived intangible income
(10)
(0.5)
(19)
(0.8)
(20)
(1.2)
Other
(24)
(1.2)
15
0.6
(9)
(0.6)
Tax Credits
Research and development credits
(33)
(1.6)
(41)
(1.7)
(28)
(1.7)
Other
(8)
(0.4)
(6)
(0.2)
—
—
Changes in valuation allowances
52
2.5
(7)
(0.3)
38
2.4
Nontaxable or Nondeductible Items
12
0.6
18
0.7
5
0.3
Other Adjustments
Nigeria worthless stock deduction
—
—
(40)
(1.7)
—
—
Tax effects of the impairment of intangible
assets
—
—
(9)
(0.4)
(43)
(2.7)
Other
(15)
(0.7)
(33)
(1.4)
(5)
(0.3)
Foreign tax effects
43
2.1
78
3.2
70
4.4
Changes in unrecognized tax benefits
(2)
(0.1)
(53)
(2.2)
(6)
(0.4)
Effective tax rate
$
599
29.2%
$
442
18.3%
$
343
21.4%
Note - table may not foot due to rounding.
(a) State taxes in California and Illinois made up greater than 50% of the 2025 tax effect in this category. State taxes in Alabama, California, Illinois, and Wisconsin made up
greater than 50% of the 2024 tax effect in this category. State taxes in California, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, New York, Oregon, South
Carolina, Texas, and Wisconsin made up greater than 50% of the 2023 tax effect in this category.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the
permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the
restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions
effective in 2025 and others implemented through 2027. During the year ended December 31, 2025, we recorded incremental tax charges of
approximately $145 primarily relating to a valuation allowance on current and prior year U.S. foreign tax credits. Of these total charges,
approximately $96 was associated with the realizability of our prior year U.S. foreign tax credits.
As of December 31, 2025, deferred taxes have been recorded on $1.2 billion of earnings of foreign consolidated subsidiaries expected to be
repatriated. We do not intend to distribute any remaining foreign earnings and therefore have not recorded deferred taxes for foreign and
U.S. income taxes on such earnings. Any additional taxes due with respect to such previously-taxed foreign earnings, if repatriated, would
generally be limited to foreign and U.S. state income taxes.
We consider any excess of the amount for financial reporting over the tax basis in our foreign subsidiaries to be indefinitely reinvested. The
determination of deferred tax liabilities on the amount of financial reporting over tax basis or the remaining foreign earnings is not practicable.
(a)
75
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Presented below is a reconciliation of the beginning and ending amounts of unrecognized income tax benefits:
2025
2024
2023
Balance as of January 1
$
528
$
579
$
479
Gross increases for tax positions of prior years
42
61
38
Gross decreases for tax positions of prior years
(20)
(113)
(13)
Gross increases for tax positions of the current year
35
50
109
Settlements
(38)
(32)
(26)
Other
(2)
(17)
(8)
Balance as of December 31
$
545
$
528
$
579
Of the amounts recorded as unrecognized income tax benefits as of December 31, 2025, $470 would reduce our effective tax rate if
recognized.
We recognize accrued interest and penalties related to unrecognized income tax benefits in Provision for income taxes. The net impact of
interest and penalties for the years ended December 31, 2025, 2024, and 2023 was not significant. Total accrued penalties and net accrued
interest was $59 and $54 as of December 31, 2025 and 2024, respectively.
As of December 31, 2025, the following tax years remain subject to examination for the major jurisdictions where we conduct business:
Jurisdiction
Years
United States
2021
to
2025
Brazil
2020
to
2025
China
2015
to
2025
South Korea
2021
to
2025
Our originally filed U.S. federal income tax returns have been audited through 2020; we filed an amended U.S. federal income tax return for
2016, which remains open to examination.
State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective return. The state effect
of any changes to filed federal positions remains subject to examination by various states for a period of up to two years after formal
notification to the states. We have various state income tax return positions in the process of examination, administrative appeals or litigation.
The Brazilian tax authority, Secretaria da Receita Federal do Brasil ("RFB"), concluded an audit for the taxable periods from 2008-2013. This
audit included a review of our determinations of amortization of certain goodwill arising from prior acquisitions in Brazil, and the RFB has
proposed adjustments that effectively eliminate the goodwill amortization benefits related to these transactions. Administrative appeals have
been exhausted with a partial favorable decision for our position, and the remaining dispute is in the judicial phase. Based upon the matters
that remain in dispute, the amount of the proposed tax and penalty adjustments is approximately $45 as of December 31, 2025 (translated at
the December 31, 2025 currency exchange rate). The amount ultimately in dispute will be significantly greater because of interest. The first
instance judge has issued a decision in our favor, finding that our amortization of the goodwill at issue was valid; however, an appeal is
pending and final resolution of this matter is expected to take a number of years.
As part of the tax audit of our U.S. federal income tax returns for the taxable years ended December 31, 2017 and 2018, the U.S. Internal
Revenue Service issued an adjustment that would increase the amount of the one-time transition tax on certain undistributed earnings of
foreign subsidiaries owed by us. We believe we have adequate reserves and meritorious defenses and intend to vigorously defend against
the assessment; however, it could take a number of years to reach resolution of this matter.
76
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
As part of the tax audit of our U.S. federal income tax returns for the taxable years ended December 31, 2019 and 2020, the U.S. Internal
Revenue Service proposed an adjustment that would increase the amount of U.S. income tax on distributions made by minority owned
foreign affiliates. We believe we have meritorious defenses and intend to vigorously defend against the proposed adjustment and have
therefore not recorded a reserve; however, it could take a number of years to reach resolution of this matter.
Income taxes paid, net of refunds, are as follows:
Year Ended December 31
2025
2024
2023
U.S. Federal
$
175
$
260
$
346
U.S. State
25
48
15
Foreign
297
279
287
Total
$
497
$
587
$
648
Income taxes paid, net of refunds exceeded 5 percent of total income taxes paid, net of refunds, in the following jurisdictions:
Year Ended December 31
2025
2024
2023
Foreign
Australia
$
39
$
31
$ *
China
52
42
51
Korea
44
41
46
*
Jurisdiction below the threshold for the period presented.
77
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Note 15. Earnings Per Share
Basic and diluted earnings per share ("EPS") were calculated as follows:
Year Ended December 31
(In millions, except per share amounts)
2025
2024
2023
Income from Continuing Operations
$
1,649
$
2,192
$
1,459
Less: Net income attributable to noncontrolling interests
(28)
(33)
—
Income from Continuing Operations Attributable to Kimberly-Clark Corporation
1,621
2,159
1,459
Income from Discontinued Operations, Net of Income Taxes
400
386
305
Net Income Attributable to Kimberly-Clark Corporation
$
2,021
$
2,545
$
1,764
Weighted-Average Common Shares
Basic
331.9
335.6
337.8
Dilutive effect of stock options and RSU awards
1.3
1.4
1.0
Diluted
333.2
337.0
338.8
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
We use the treasury stock method to calculate the dilutive effect of our outstanding stock-based awards. Options outstanding not included in
the computation of diluted EPS because their exercise price was greater than the average market price of the common shares were 1.9
million in 2025, 1.2 million in 2024 and 2.7 million in 2023. The number of common shares outstanding as of December 31, 2025, 2024 and
2023 was 331.9 million, 331.8 million and 337.0 million, respectively.
78
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Note 16. Segment Reporting
The Company's continuing operations are organized by operating segments aggregated into two reportable segments defined by geographic
region: North America ("NA") and International Personal Care ("IPC").
These segments differ from those used in prior periods due to the following changes:
IFP Transaction
As a result of the IFP Transaction discussed in Notes 1 and 3, the results of operations and applicable assets and liabilities of the IFP
Business are reported as discontinued operations in the Company's financial statements and are excluded from segment results for all
periods presented. This includes certain costs that were previously allocated to the IPC segment that relate to assets or activities that are
part of the IFP Transaction. These costs have been removed from the results of the IPC segment and are reported as discontinued
operations. Additionally, certain operations and commercial activities of the former IFP segment retained by K-C are now reported in the NA
and IPC segments.
Corporate and Other
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.
The reportable segments were determined in accordance with how our Chief Executive Officer, who is our chief operating decision maker
("CODM"), develops and executes global strategies to drive growth and profitability. These strategies include global plans for branding and
product positioning, technology, research and development programs, cost reductions including supply chain management, and capacity and
capital investments for each of these businesses. The primary measure of segment profitability utilized by our CODM is segment operating
profit. Our CODM uses this measure to assess the operating results and performance of our segments, perform analytical comparisons to
budget and allocate resources to each segment. Segment operating profit excludes Corporate & Other, which primarily encompasses certain
unallocated general corporate expenses, impairment charges, one-time (gains) or losses associated with acquisitions and divestitures, costs
related to our reorganization activities that are not associated with the ongoing operations of the segments, certain operations of the former
IFP segment that were divested prior to the IFP Transaction, and costs previously allocated to the former IFP segment that aren't reported as
discontinued operations. Our CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not
disclose assets by segment.
The principal sources of revenue in each segment are described below:
•
North America consists of products encompassing each of our five global daily-need categories across consumer and professional
channels including disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products,
reusable underwear, facial and bathroom tissue, paper towels, napkins, wipers, tissue, towels, soaps and sanitizers and other related
products. These products are sold under the Huggies, Pull-Ups, GoodNites, Kotex, Poise, Depend, Kleenex, Scott, Cottonelle, Viva,
Wypall and other brand names.
•
International Personal Care consists of three core categories — Baby & Child Care, Adult Care and Feminine Care, including
disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products, reusable underwear
and other related products. These products are sold under the Huggies, Kotex, Goodfeel, Intimus, Depend and other brand names.
79
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
The tables below present net sales and the significant expense categories that are included in Segment Operating Profit and regularly
provided to our CODM:
Year Ended December 31, 2025
NA
IPC
Total
Segment Net Sales
$
10,753
$
5,694
$
16,447
Corporate & Other
—
Total Net Sales
$
16,447
Cost of Products Sold
$
6,452
$
3,781
$
10,233
Advertising and Promotion Expense
719
391
1,110
Research, Selling and General Expense
1,029
718
1,747
Other (Income) and Expense, net
—
8
8
Segment Operating Profit
$
2,553
$
796
$
3,349
Corporate & Other
(998)
Total Operating Profit
$
2,351
Year Ended December 31, 2024
NA
IPC
Total
Segment Net Sales
$
11,017
$
5,743
$
16,760
Corporate & Other
45
Total Net Sales
$
16,805
Cost of Products Sold
$
6,518
$
3,755
$
10,273
Advertising and Promotion Expense
806
416
1,222
Research, Selling and General Expense
1,151
733
1,884
Other (Income) and Expense, net
—
13
13
Segment Operating Profit
$
2,542
$
826
$
3,368
Corporate & Other
(668)
Total Operating Profit
$
2,700
Year Ended December 31, 2023
NA
IPC
Total
Segment Net Sales
$
10,996
$
5,940
$
16,936
Corporate & Other
210
Total Net Sales
$
17,146
Cost of Products Sold
$
6,608
$
4,012
$
10,620
Advertising and Promotion Expense
739
400
1,139
Research, Selling and General Expense
1,135
759
1,894
Other (Income) and Expense, net
—
96
96
Segment Operating Profit
$
2,514
$
673
$
3,187
Corporate & Other
(1,259)
Total Operating Profit
$
1,928
(a)
Other (income) and expense, net primarily includes the effects of changes in exchange rates on monetary assets and liabilities for subsidiaries where we have adopted
highly inflationary accounting.
(a)
(a)
(a)
80
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Depreciation and amortization expense by segment:
Year Ended December 31
2025
2024
2023
NA
$
481
$
440
$
430
IPC
247
200
205
Total Segment Depreciation and Amortization
728
640
635
Corporate & Other
9
8
3
Total
$
737
$
648
$
638
(a) Excludes discontinued operations. See Note 3 for depreciation and amortization of discontinued operations.
Capital spending by segment:
Year Ended December 31
2025
2024
2023
NA
$
714
$
443
$
455
IPC
157
157
196
Total Segment Capital Spending
871
600
651
Corporate & Other
149
5
15
Total
$
1,020
$
605
$
666
(a) Excludes discontinued operations. See Note 3 for capital spending of discontinued operations.
Sales of Principal Products:
Year Ended December 31
2025
2024
2023
Baby and Child Care
$
6,773
$
7,056
$
7,054
Family Care
4,056
3,928
4,024
Professional
1,841
2,152
2,385
Adult Care
1,947
1,864
1,809
Feminine Care
1,706
1,721
1,787
All Other
124
84
87
Total
$
16,447
$
16,805
$
17,146
Net sales in the U.S. to third parties totaled $10.1 billion in 2025 and $10.4 billion in 2024 and 2023. No other individual country's net sales
exceed 10% of net sales from continuing operations.
Net sales to Walmart Inc. as a percent of our net sales from continuing operations were approximately 16% in 2025 and 2024 and 15% in
2023. Net sales to Walmart Inc. were primarily in the NA segment.
Note 17. Supplemental Data
Supplemental Income Statement Data
Year Ended December 31
2025
2024
2023
Advertising expense
$
1,020
$
1,122
$
1,026
Research expense
326
328
303
(a)
(a)
81
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Equity Companies' Data
Net
Sales
Gross
Profit
Operating
Profit
Net
Income
Corporation’s
Share of Net
Income
2025
$
3,017
$
932
$
644
$
410
$
196
2024
3,180
1,063
727
451
216
2023
3,135
1,003
683
410
196
Current
Assets
Non-Current
Assets
Current
Liabilities
Non-Current
Liabilities
Stockholders’
Equity
2025
$
1,390
$
1,315
$
923
$
1,287
$
495
2024
1,536
1,135
1,050
1,177
444
2023
1,974
1,362
1,175
1,687
474
Equity companies are accounted for under the equity method of accounting and are principally engaged in the manufacture and sale of
products similar to those produced by the Company. As of December 31, 2025, our ownership interest in Kimberly-Clark de Mexico, S.A.B.
de C.V. and subsidiaries ("KCM") was 47.9%. KCM is partially owned by the public, and its stock is publicly traded in Mexico. As of
December 31, 2025, our investment in this equity company was $266, and the estimated fair value of the investment was $2.9 billion based
on the market price of publicly traded shares. Our other equity ownership interests are not significant to our Consolidated Financial
Statements.
As of December 31, 2025, undistributed net income of equity companies included in consolidated retained earnings was $1.2 billion.
Supplemental Balance Sheet Data
December 31
Summary of Accounts Receivable, Net
2025
2024
From customers
$
1,783
$
1,650
Other
154
126
Less allowance for doubtful accounts and sales discounts
(45)
(48)
Total
$
1,892
$
1,728
December 31
2025
2024
Summary of Inventories by Major Class
LIFO
Non-LIFO
Total
LIFO
Non-LIFO
Total
Raw materials
$
114
$
197
$
311
$
122
$
201
$
323
Work in process
111
38
149
116
32
148
Finished goods
484
468
952
510
428
938
Supplies and other
—
254
254
—
243
243
709
957
1,666
748
904
1,652
Excess of FIFO or weighted-average cost over
LIFO cost
(191)
—
(191)
(200)
—
(200)
Total
$
518
$
957
$
1,475
$
548
$
904
$
1,452
Inventories are valued at the lower of cost or net realizable value, determined on the FIFO or weighted-average cost methods, and at the
lower of cost or market, determined on the LIFO cost method.
82
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
December 31
Summary of Other Current Assets
2025
2024
Prepaid expenses
$
304
$
292
Time deposits
86
171
Derivative assets
52
114
Other
93
117
Total
$
535
$
694
December 31
Summary of Property, Plant and Equipment, Net
2025
2024
Land
$
134
$
110
Buildings
2,354
2,314
Machinery and equipment
12,820
12,498
Construction in progress
1,201
780
16,509
15,702
Less accumulated depreciation
(9,734)
(9,418)
Total
$
6,775
$
6,284
Property, plant and equipment, net in the U.S. as of December 31, 2025 and 2024 was $4.9 billion and $4.4 billion, respectively. Depreciation
expense was $735, $641 and $627 for the years ended December 31, 2025, 2024 and 2023, respectively.
December 31
Summary of Accrued Expenses and Other Current Liabilities
2025
2024
Accrued advertising and promotion
$
459
$
486
Accrued salaries and wages
284
394
Accrued rebates
195
204
Accrued taxes - income and other
249
253
Operating leases
128
116
2024 Transformation Initiative liabilities
62
130
Accrued interest
91
99
Derivative liabilities
96
82
Other
324
327
Total
$
1,888
$
2,091
83
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Supplemental Cash Flow Statement Data
The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued
operations. As a result, supplemental cash flow data shown below reflects Kimberly Clark's consolidated results for all periods presented.
Summary of Cash Flow Effects of Operating Working Capital
Year Ended December 31
2025
2024
2023
Accounts receivable
$
(58)
$
48
$
127
Inventories
70
10
290
Trade accounts payable
(147)
179
(109)
Accrued expenses
(325)
106
125
Accrued income taxes
(143)
(110)
122
Derivatives
(41)
79
(15)
Currency and other
141
(134)
42
Total
$
(503)
$
178
$
582
Year Ended December 31
Other Cash Flow Data
2025
2024
2023
Interest paid
$
248
$
268
$
277
Supplier Finance Program
We have a supplier finance program managed through two global financial institutions under which we agree to pay the financial institutions
the stated amount of confirmed invoices from our participating suppliers on the invoice due date. We, or the global financial institutions, may
terminate our agreements at any time upon 30 days written notice. The global financial institutions may terminate our agreements at any time
upon three days written notice in the event there are insufficient funds available for disbursement. We do not provide any forms of
guarantees under these agreements. Supplier participation in the program is solely up to the supplier, and the participating suppliers
negotiate their arrangements directly with the global financial institutions. We have no economic interest in a supplier’s decision to participate
in the program, and their participation has no bearing on our payment terms or amounts due. The payment terms that we have with our
suppliers under this program generally range from 75 to 180 days and are considered commercially reasonable. The outstanding amount
related to the suppliers participating in this program was $1.1 billion and $1.0 billion as of December 31, 2025 and 2024, of which $184 and
$185, respectively, are reported as discontinued operations. Amounts are recorded within Trade accounts payable and Current liabilities of
discontinued operations.
The rollforward of the Company's outstanding obligations confirmed as valid under its supplier finance program are as follows:
Year Ended December 31
2025
2024
Confirmed obligations outstanding at the beginning of the year
$
1,004
$
960
Invoices confirmed during the year
3,239
3,033
Confirmed invoices paid during the year
(3,184)
(2,989)
Currency and other
(2)
—
Confirmed obligations outstanding at the end of the year
$
1,057
$
1,004
84
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Note 18. Quarterly Financial Data (Unaudited)
As discussed in Note 1, as a result of the IFP Transaction, the results of the IFP Business are reported as discontinued operations. The
following tables provide unaudited summarized financial information based on our Consolidated Financial Statements after giving effect to
the reporting of the IFP Business as discontinued operations for each quarter of fiscal year 2025 and 2024.
2025
(In millions, except per share amounts)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Net Sales
$
4,054
$
4,163
$
4,150
$
4,080
Gross Profit
1,509
1,456
1,493
1,465
Income from Continuing Operations
470
444
344
391
Income from Discontinued Operations, Net of Income
Taxes
103
68
110
119
Net Income Attributable to Kimberly-Clark Corporation
567
509
446
499
Earnings Per Share - Basic:
Continuing operations
$
1.40
$
1.33
$
1.01
$
1.14
Discontinued operations
0.31
0.20
0.33
0.36
Basic Earnings per Share
$
1.71
$
1.53
$
1.34
$
1.50
Earnings Per Share - Diluted:
Continuing operations
$
1.39
$
1.33
$
1.01
$
1.14
Discontinued operations
0.31
0.20
0.33
0.36
Diluted Earnings per Share
$
1.70
$
1.53
$
1.34
$
1.50
2024
(In millions, except per share amounts)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Net Sales
$
4,326
$
4,231
$
4,144
$
4,104
Gross Profit
1,686
1,594
1,564
1,445
Income from Continuing Operations
556
464
823
349
Income from Discontinued Operations, Net of Income
Taxes
102
89
92
103
Net Income Attributable to Kimberly-Clark Corporation
647
544
907
447
Earnings Per Share - Basic:
Continuing operations
$
1.62
$
1.35
$
2.43
$
1.03
Discontinued operations
0.30
0.26
0.27
0.31
Basic Earnings per Share
$
1.92
$
1.61
$
2.70
$
1.34
Earnings Per Share - Diluted:
Continuing operations
$
1.61
$
1.35
$
2.42
$
1.03
Discontinued operations
0.30
0.26
0.27
0.31
Diluted Earnings per Share
$
1.91
$
1.61
$
2.69
$
1.34
85
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Kimberly-Clark Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kimberly-Clark Corporation and subsidiaries (the "Corporation") as of
December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows,
for each of the three years in the period ended December 31, 2025, and the related notes and the financial statement schedules listed in the
Table of Contents at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the
United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Corporation's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12,
2026, expressed an unqualified opinion on the Corporation's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the
Corporation's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sales Incentives and Trade Promotion Allowances — Refer to Note 1 to the Financial Statements
Critical Audit Matter Description
The Corporation utilizes various trade promotion programs globally. The cost of promotion activities is classified as a reduction in sales
revenue and can result in a period of time between the date the customer earns a promotion and the date the customer claims the promotion.
The Corporation records an estimate for trade promotions using customer sales associated with valid promotion events, actual promotion
claims, and forecasted information about amounts earned by the customer but not yet claimed.
We identified the reductions to revenue associated with trade promotions and the related accrual as a critical audit matter because of the
complexity of the Corporation’s processes related to trade promotions, volume of trade
86
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
promotion programs, and the subjectivity of estimating future customer claims. This required an extensive audit effort due to the complexity
and subjectivity of estimating future customer claims.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the reduction in revenue associated with trade promotions and the related accrual included the following,
among others:
•
With the assistance of our Information Technology (IT) specialists, we:
–
Identified the significant systems used to process trade promotion transactions and tested the general IT controls over each of
these systems, including testing of user access controls, change management controls, and IT operations controls.
–
Tested the effectiveness of automated controls over revenue streams, including those over the evaluation of the accuracy and
completeness of trade promotions.
•
We tested the effectiveness of internal controls over the trade promotions and the related accrual, including those over the quantity of
customer sales associated with valid promotion events and the estimated future promotion claims associated with the trade accrual.
•
We evaluated trade promotion transactions using either substantive analytical procedures or by evaluating individual transactions.
When analytical procedures were performed, we developed an expectation for reduction in revenue associated with trade promotions
based on the relationship with gross sales adjusted for changes in data, if warranted. These adjustments to our expectation may
consist of changes in product mix, sales margin, or inflation, and are compared to the recorded amount. When individual promotion
transactions were evaluated, we obtained evidence of the promotion agreement with the customer and the amounts of the promotions
earned.
•
We evaluated management’s ability to estimate future promotion claims by comparing actual promotion claims to management’s
historical estimates.
•
We evaluated the reasonableness of management’s estimate of future promotion claims by testing the underlying data related to (1)
customer sales associated with valid promotion events, (2) actual promotion claims, and (3) forecasted information.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Dallas, Texas
February 12, 2026
We have served as the Corporation’s auditor since 1928.
87
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of December 31, 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, 2025.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including
safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to
management and our Board of Directors regarding preparation of reliable published financial statements and safeguarding of our assets. This
system is supported with written policies and procedures, contains self-monitoring mechanisms and is audited by the internal audit function.
Appropriate actions are taken by management to correct deficiencies as they are identified. All internal control systems have inherent
limitations, including the possibility of circumvention and overriding of controls, and, therefore, can provide only reasonable assurance as to
the reliability of financial statement preparation and such asset safeguarding.
We have assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we
used the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management believes that, as of December 31, 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, 2025, and has
expressed an unqualified opinion in their report, which appears in this report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation described above in
"Internal Control Over Financial Reporting" that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Kimberly-Clark Corporation:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Kimberly-Clark Corporation and subsidiaries (the “Corporation”) as of
December 31, 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, 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, 2025, of the
88
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Corporation and our report dated February 12, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Dallas, Texas
February 12, 2026
ITEM 9B. OTHER INFORMATION
(b) Our directors and officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are
intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the quarter ended December 31, 2025, no such plans or
other arrangements were adopted or terminated.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
89
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following sections of our Proxy Statement for the 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement") are incorporated in
this Item 10 by reference:
•
"The Nominees" under "Proposal 1. Election of Directors," which identifies our directors and nominees for our Board of Directors.
•
"Corporate Governance - Other Corporate Governance Policies and Practices - Code of Conduct," which describes our Code of
Conduct.
•
"Corporate Governance - Stockholder Rights," "Proposal 1. Election of Directors," "General Information about our Annual Meeting -
Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement," and "General Information about our Annual Meeting -
Stockholder Director Nominees Not Included in Next Year's Proxy Statement," which describe the procedures by which stockholders
may nominate candidates for election to our Board of Directors.
•
"Corporate Governance - Board Committees - Audit Committee," which identifies members of the Audit Committee of our Board of
Directors and audit committee financial experts.
•
“Compensation Discussion and Analysis - Additional Information about Our Compensation Practices - Insider Trading Policy; Anti-
Hedging and Pledging Policy,” which describes our Insider Trading Policy.
Information regarding our executive officers is reported under the caption "Information About Our Executive Officers" in Part I of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information in the sections of our 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
The information in the sections of our 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
The information in the sections of our 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)
The information in the sections of our 2026 Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of
Audit and Non-Audit Services" under "Proposal 2. Ratification of Auditor" is incorporated in this Item 14 by reference.
90
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report.
1.
Financial statements.
The financial statements are set forth under Item 8 of this report on Form 10-K.
2.
Financial statement schedules.
The following information is filed as part of this Form 10-K and should be read in conjunction with the financial statements
contained in Item 8:
•
Report of Independent Registered Public Accounting Firm
Schedule for Kimberly-Clark Corporation and Subsidiaries:
•
Schedule II Valuation and Qualifying Accounts
All other schedules have been omitted because they were not applicable or because the required information has been
included in the financial statements or notes thereto.
3.
Exhibits
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.**
Exhibit No. (3)a.
Amended and Restated Certificate of Incorporation of Kimberly-Clark
Corporation, incorporated by reference to Exhibit No. (3)a of the
Corporation's Current Report on Form 8-K filed on May 2, 2024.
Exhibit No. (3)b.
By-Laws, as amended May 19, 2025, incorporated by reference to
Exhibit No. (3)b of the Corporation's Current Report on Form 8-K filed on
May 19, 2025.
Exhibit No. (4)a.
First Amended and Restated Indenture dated as of March 1, 1988
between the Corporation and The Bank of New York Mellon Trust
Company, N.A. (as successor in interest to The First National Bank of
Chicago) as Trustee (originally executed with Bank of America National
Trust and Savings Association) (incorporated by reference to Exhibit No.
4.1 to the Registration Statement on Form S-3 filed on February 2, 1998
(Registration No. 333-45399)).
Exhibit No. (4)b.
First Supplemental Indenture, dated as of November 6, 1992, to the
Indenture (incorporated by reference to Exhibit No. 4.3 to the Registration
Statement on Form S-3 filed on June 17, 1994 (Registration No. 33-
54177)).
Exhibit No. (4)c.
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)).
Exhibit No. (4)d.
Eighth Supplemental Indenture, dated as of October 27, 2021, to the
Indenture, among the Corporation, The Bank of New York Mellon Trust
Company, N.A., as successor trustee, and U.S. Bank National Association,
as successor trustee, incorporated by reference to Exhibit No. 4.3 of the
Corporation's Current Report on Form 8-K filed on November 2, 2021.
Exhibit No. (4)e.
Copies of instruments defining the rights of holders of long-term debt will
be furnished to the Securities and Exchange Commission on request.
91
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Exhibit No. (4)f.
Description of the Corporation's Common Stock, incorporated by reference
to Exhibit No. (4)f of the Corporation's Annual Report on Form 10-K for the
year ended December 31, 2023.
Exhibit No. (10)a.
Management Achievement Award Program, as amended and restated
January 1, 2021, incorporated by reference to Exhibit (10)a of the
Corporation's Annual Report on Form 10-K for the year ended December
31, 2020.*
Exhibit No. (10)b.
Form of Executive Severance Agreement, incorporated by reference to
Exhibit No. (10)b of the Corporation's Current Report on Form 8-K filed on
September 16, 2020.*
Exhibit No. (10)c.
Seventh Amended and Restated Deferred Compensation Plan for
Directors, effective January 1, 2008, incorporated by reference to Exhibit
No. (10)c of the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008.*
Exhibit No. (10)d.
Kimberly-Clark Corporation Voluntary Deferred Compensation Plan,
incorporated by reference to Exhibit (10)d of the Corporation's Current
Report on Form 8-K dated September 15, 2022.*
Exhibit No. (10)e.
First Amendment to the Kimberly-Clark Corporation Voluntary Deferred
Compensation Plan, effective January 1, 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, 2022.*
Exhibit No. (10)f.
Summary of Kimberly-Clark Corporation Executive Long-Term Disability
Plan, incorporated by reference to Exhibit (10)g of the Corporation's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2022.*
Exhibit No. (10)g.
Outside Directors' Stock Compensation Plan, as amended, incorporated
by reference to Exhibit No. 10(g) of the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2002.*
Exhibit No. (10)h.
Supplemental Benefit Plan to the Kimberly-Clark Corporation Pension
Plan, as amended and restated effective April 17, 2009, incorporated by
reference to Exhibit No. (10)h of the Corporation's Annual Report on Form
10-K for the year ended December 31, 2009.*
Exhibit No. (10)i.
Second Supplemental Benefit Plan to the Kimberly-Clark Corporation
Pension Plan, as amended and restated, effective April 17, 2009,
incorporated by reference to Exhibit (10)i of the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2009.*
Exhibit No. (10)j.
Kimberly-Clark Corporation Supplemental Retirement 401(k) and Profit
Sharing Plan, as amended and restated effective January 1, 2026, filed
herewith.*
Exhibit No. (10)k.
2021 Outside Directors' Compensation Plan effective April 29, 2021,
incorporated by reference to Exhibit No. (10)k of the Corporation's Current
Report on Form 8-K filed on April 29, 2021.*
Exhibit No. (10)l.
2011 Outside Directors' Compensation Plan, as amended and restated,
effective May 4, 2016, incorporated by reference to Exhibit No. (10)l of the
Corporation's Quarterly Report on Form 10-Q for the quarter ended June
30, 2016.*
Exhibit No. (10)m.
2011 Equity Participation Plan, as amended and restated, effective April
21, 2011, incorporated by reference to Exhibit No. 10.2 of the
Corporation's Current Report on Form 8-K filed on April 26, 2011.*
92
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Exhibit No. (10)n.
Form of Award Agreements under 2021 Equity Participation Plan for
Nonqualified Stock Options, incorporated by reference to Exhibit No. (10)n
of the Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2022.*
Exhibit No. (10)o.
2021 Equity Participation Plan effective April 29, 2021, incorporated by
reference to Exhibit No. (10)o of the Corporation's Current Report on Form
8-K filed on April 29, 2021.*
Exhibit No. (10)p.
Severance Pay Plan, as amended and restated effective August 25, 2025,
filed herewith.*
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, 2025.*
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, 2025.*
Exhibit No. (10)s.
First Amendment to 2011 Equity Participation Plan, effective February 12,
2020, incorporated by reference to Exhibit No. (10)s of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 2019.*
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, 2025.*
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, 2025.*
Exhibit No. (19).
Kimberly-Clark Corporation Insider Trading Policy, effective October 25,
2024, incorporated by reference to Exhibit 19 of the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2024.
Exhibit No. (21).
Subsidiaries of the Corporation, filed herewith.
Exhibit No. (23).
Consent of Independent Registered Public Accounting Firm, filed herewith.
Exhibit No. (24).
Powers of Attorney, filed herewith.
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 herewith.
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 herewith.
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 herewith.
93
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
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 herewith.
Exhibit No. (97)a.
Executive Officer Incentive Compensation Recovery Policy, incorporated
by reference to Exhibit No. (97)a of the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2023.
Exhibit No. (101).INS
XBRL Instance Document - the instant document does not appear in the
Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document
Exhibit No. (101).SCH
XBRL Taxonomy Extension Schema Document
Exhibit No. (101).CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit No. (101).DEF
XBRL Taxonomy Extension Definition Linkbase Document
Exhibit No. (101).LAB
XBRL Taxonomy Extension Label Linkbase Document
Exhibit No. (101).PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit No. (104)
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
*A management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this Annual Report on
Form 10-K.
**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
None.
94
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
KIMBERLY-CLARK CORPORATION
February 12, 2026
By:
/s/ Andrew Scribner
Andrew Scribner
Vice President and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Michael D. Hsu
Chairman of the Board and Chief Executive Officer and Director
(Principal Executive Officer)
February 12, 2026
Michael D. Hsu
/s/ Nelson Urdaneta
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 12, 2026
Nelson Urdaneta
/s/ Andrew Scribner
Vice President and Controller
(Principal Accounting Officer)
February 12, 2026
Andrew Scribner
Directors
Sylvia M. Burwell
Sherilyn S. McCoy
John W. Culver
Christa S. Quarles
Mae C. Jemison
Jaime A. Ramirez
Deeptha Khanna
Joseph Romanelli
S. Todd Maclin
Dunia A. Shive
Deirdre A. Mahlan
Mark T. Smucker
By:
/s/ Andrew Scribner
February 12, 2026
Andrew Scribner
Attorney-in-Fact
95
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(In millions)
Description
Balance at
Beginning
Of Period
Additions
Deductions
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Write-Offs and
Reclassifications
Balance
at End of
Period
December 31, 2025
Allowances deducted from assets to which they apply
Allowance for doubtful accounts
$
29
$
1
$
1
$
4
$
27
Allowances for sales discounts
19
250
(10)
241
18
December 31, 2024
Allowances deducted from assets to which they apply
Allowance for doubtful accounts
$
52
$
(6)
$
(4)
$
13
$
29
Allowances for sales discounts
19
250
(7)
243
19
December 31, 2023
Allowances deducted from assets to which they apply
Allowance for doubtful accounts
$
40
$
15
$
3
$
6
$
52
Allowances for sales discounts
17
248
(4)
242
19
(a)
Includes bad debt recoveries and the effects of changes in foreign currency exchange rates.
(b)
Primarily uncollectible receivables written off.
(c)
Sales discounts allowed.
Additions
Description
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Deductions
Balance
at End
of Period
December 31, 2025
Deferred taxes
Valuation allowance
$
295
$
154
$
—
$
(2)
$
451
December 31, 2024
Deferred taxes
Valuation allowance
$
298
$
8
$
—
$
11
$
295
December 31, 2023
Deferred taxes
Valuation allowance
$
296
$
46
$
—
$
44
$
298
(a)
Represents the net currency effects of translating valuation allowances at current rates of exchange and benefits recognized to Other Comprehensive Income.
(a)
(b)
(c)
(b)
(c)
(b)
(c)
(a)
96
KIMBERLY-CLARK CORPORATION - 2025 Annual Report
Exhibit (10)j
KIMBERLY-CLARK CORPORATION
SUPPLEMENTAL RETIREMENT 401(k) AND PROFIT SHARING PLAN
Amended and Restated effective January 1, 2026
In recognition of the valuable services provided to Kimberly-Clark Corporation (the “Corporation”), and its subsidiaries, by its
employees, the Board of Directors of the Corporation (the “Board”) wishes to provide additional retirement benefits to those individuals whose
benefits under the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan (the “401(k) & PSP”) are restricted by the operation of the
provisions of the Internal Revenue Code of 1986, as amended. It is the intent of the Corporation to provide these benefits under the terms
and conditions hereinafter set forth. This Program is intended to be a non-qualified supplemental retirement plan which is unfunded and
maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated
employees of the Corporation, pursuant to Sections 201, 301 and 401 of ERISA and, as such, exempt from the provisions of Parts II, III and
IV of Title I of ERISA.
ARTICLE 1
Definitions
Each term which is used in this Program and also used in the 401(k) & PSP shall have the same meaning herein as the 401(k) & PSP.
Notwithstanding the above, for purposes of this Program, where the following words and phrases appear in this Program they shall have the
respective meanings set forth below unless the context clearly indicates otherwise:
1.1 “Beneficiary” means the person or persons who under this Program becomes entitled to receive a Participant’s interest in the event of
the Participant’s death. The Beneficiary need not be the same as the beneficiary under the 401(k) & PSP
1.2 .A “Change of Control” of the Corporation shall be deemed to have taken place if: (i) a third person, including a “group” as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires shares of the Corporation having 20% or more of the total
number of votes that may be cast for the election of Directors of the Corporation; or (ii) as the result of any cash tender or exchange offer,
merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a
“Transaction”), the persons who were directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of
Directors of the Corporation or any successor to the Corporation.
1.3 “Code” means the Internal Revenue Code for 1986, as amended and any lawful regulations or other pronouncements promulgated
thereunder.
1.4 “Committee” means the Benefits Administration Committee named under the Kimberly-Clark Corporation 401(k) and Profit Sharing
Plan.
1.5 “Earnings” has the same meaning as “Eligible Earnings” as defined under Section 2.1 of the 401(k) & PSP; provided, however that the
limitations on Earnings provided for pursuant to Code Sections 401(a)(17) shall not apply under this Program.
1.6 “Effective Date” means January 1, 1997.
1.7 “Grandfathered Benefit” means the vested amount of the Participant’s Individual Account as of December 31, 2004, including earnings
on such amount thereafter. Such amount shall be determined in accordance with Code Section 409A and any guidance promulgated
thereunder.
1.8 “Individual Account” means the account established pursuant to Section 3.
1.9 “Investment Funds” means the phantom investment funds established under this Program which will accrue earnings as if the
Participant’s Individual Account held actual assets which were invested in the appropriate Investment Fund as defined under the 401(k) &
PSP.
1.10 “Participant” means any Employee who satisfies the eligibility requirements set forth in Section 2. In the event of the death or
incompetency of a Participant, the term shall mean the Participant’s personal representative or guardian.
1.11 “Program” means the Kimberly-Clark Corporation Supplemental Retirement 401(k) and Profit Sharing Plan as set forth herein and as
the same may be amended from time to time.
1.12 “Retirement Contribution” means the unfunded amounts credited to the Participant’s Individual Account.
1.13 “Retirement Date” means the date of Termination of Service of the Participant on or after he attains age 55 and has 5 Years of Service
with the Corporation.
1.14 “401(k) & PSP” means the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan, as in effect from time to time.
1.15 (a) “Termination of Service” with respect to a Grandfathered Benefit under this Program means the Participant’s cessation of his
service with the Corporation for any reason whatsoever, whether voluntarily or involuntarily, including by reasons of retirement or death.
(b) “Termination of Service” with respect to any amount that is not a Grandfathered Benefit under this Program means Separation
from Service with the Corporation or a Subsidiary. A Separation from Service will be deemed to have occurred if the Participant’s services
with the Corporation or a Subsidiary is reduced to an annual rate that is 20 percent or less of the services rendered, on average, during the
immediately preceding three years of employment (or if employed less than three years, such lesser period). Subsidiary for this subsection
means any domestic or foreign corporation at least twenty percent (20%) of whose shares normally entitled to vote in electing directors is
owned directly or indirectly by the Corporation or by other Subsidiaries, provided, however, that “at least fifty percent (50%)” shall replace “at
least twenty percent (20%)” where there is not a legitimate business criteria for using such lower percentage.
ARTICLE 2
Eligibility
2.1 Any Employee who is a Participant in the 401(k) & PSP on or after January 1, 2023, and whose Earnings are not fully taken into
account under the 401(k) & PSP due to the application of the rules, or regulations, of Code Section 401(a)(17) or as a result of making
deferrals under the Kimberly-Clark Corporation Deferred Compensation Plan shall participate in this Program; provided, however, that no
Employee shall become a Participant in this Program unless such Employee is a member of a select group of management or highly
compensated Employees of the Corporation so that the Program is maintained as a plan described in Section 201(2) of ERISA.
2.2 Notwithstanding any of the foregoing provisions of Article 2 to the contrary, any Participant in the Kimberly-Clark Corporation
Retirement Contribution Excess Benefit Program (the “RCP Excess Program”) shall, as of the January 1, 2010, continue to have the amount
credited to the Participant’s Individual Account under the RCP Excess Program credited under this successor Program.
ARTICLE 3
Individual Account
3.1 The Corporation shall create and maintain an unfunded Individual Account under the Program for each Participant to which it shall
credit the amounts described in this Article 3. Participants entitled to participate in this Program pursuant to Section 2.1 shall receive
Retirement Contributions under the Program in an amount equal to (i) the Profit Sharing Contributions that would have been contributed for
such Participant under the 401(k) & PSP for a calendar year without regard to the limitations on benefits or Eligible Earnings imposed by
Sections 401(a)(17), 401(a)(4) and 415 of the Code and by treating amounts deferred by such Participant under the Kimberly-Clark
Corporation Deferred Compensation Plan which would have otherwise been payable with respect to such year as though they were Eligible
Earnings recognized under the 401(k) & PSP during such year, less the amount actually contributed as a Profit Sharing Contribution for such
year for such Participant under the 401(k) & PSP, plus (ii) an amount determined by multiplying the amount of a Participant's Eligible
Earnings for the year which were not recognized under the 401(k) & PSP during such year as the result of the application of the limits of
Section 401(a)(17) of the Code or as a result of amounts deferred by such Participant under the Kimberly-Clark Corporation Deferred
Compensation Plan by the percentage of Eligible Earnings used to determine the maximum permissible Company Match Safe Harbor
Contribution under the 401(k) & PSP for such year. In order to be credited with a Retirement Contribution for a calendar year, a Participant
must be employed by the Corporation or one of its subsidiaries which is also an adopting employer of the 401(k) & PSP on the last day of
such calendar year.
3.2 For the period prior to July 1, 1997, as of the last day of each calendar month, the Corporation shall credit each Participant’s Individual
Account with deemed interest with respect to the then balance of the Participant’s Individual Account equal to 1% plus the rate shown for
U.S. Treasury Notes with a remaining maturity closest to, but not exceeded, 7 years, in the “representative mid-afternoon over the counter
quotations supplied by the Federal Reserve Bank of New York City, based on transactions of $1 million or more,” as reported in The Wall
Street Journal published on the last business day of each calendar month; provided, however, the Committee may change this crediting
rating at any time for deemed interest not yet credited to an Individual Account.
3.3 After June 30, 1997, and prior to June 29, 2000, each Participant’s Retirement Contributions under this Program shall be considered
allocated to the Investment Funds in the same proportion as the Participant has elected under the RCP pursuant to Section 6.1 thereof.
Effective June 29, 2000, each Participant's Retirement Contributions under this Program shall be considered allocated to the Investment
Funds according to the Participant’s elections under this Program, independent of the Participant's elections under the 401(k) & PSP (or prior
to January 1, 2010 the RCP), provided that (i) such Participant’s elections under this Program shall be made in the same or similar manner
prescribed by the Committee for the 401(k) & PSP, and (ii) such Participant’s elections under the RCP as of June 29, 2000 shall be carried
over to this Program until such time as the Participant changes them hereunder.
On or after January 1, 2008, and prior to January 1, 2010, a Participant may not allocate initial Retirement Contributions to the K-C Stock
Fund, except as a transfer or reallocation under Section 7.3 of the RCP.
3.4 After June 30, 1997, and prior to June 29, 2000, reallocations between Investment Funds shall be considered made at the same time,
in the same proportionate amount, and to and from the same Investment Funds under this Program as those made by the Participant under
Section 6.3 of the RCP; provided, however, that if such Participant has no account balance under the RCP, the Participant may
make separate reallocation elections hereunder in a manner prescribed by the Committee. Effective June 29, 2000, reallocations between
Investment Funds shall be considered made according to the Participant’s elections under this Program, independent of the Participant’s
elections under the 401(k) & PSP, provided that (i) such Participant’s elections under this Program shall be made in the same or similar
manner prescribed by the Committee for the 401(k) & PSP, and (ii) such Participant’s elections under the RCP as of June 29, 2000 shall be
carried over to this Program until such time as the Participant changes them hereunder.
3.5 After June 30, 1997, and before June 29, 2000, the Corporation shall credit each Participant’s Individual Account with earnings, gains
and losses as if such accounts held actual assets and such assets were invested among such Investment Funds, in the same proportion as
the Participant has invested in the RCP; provided, however, that if such Participant has no account balance under the RCP, the Participant
may make separate investment elections hereunder in the manner prescribed by the Committee. Effective June 29, 2000, the Corporation
shall credit each Participant's Individual Account with earnings, gains and losses as if such accounts were invested among the Investment
Funds according to the Participant’s elections under this Program, independent of the Participant’s elections under the 401(k) & PSP (or prior
to January 1, 2010 the RCP), provided that (i) such Participant’s elections under this Program shall be made in the same or similar manner
prescribed by the Committee for the 401(k) & PSP (or prior to January 1, 2010 the RCP), and (ii) such Participant’s elections under the RCP
as of June 29, 2000 shall be carried over to this Program until such time as the Participant changes them hereunder.
3.6 Notwithstanding any other provision of the RCP Excess Program, no additional Retirement Contributions shall be credited to the
Individual Account of a Participant under the RCP Excess Program with respect to plan years after December 31, 2009. Although no
additional Retirement Contributions shall be credited to the Individual Account of a Participant under the RCP Excess Program with respect
to plan years after December 31, 2009, the Corporation shall continue to credit each Participant's Individual Account with earnings, gains and
losses as if such accounts were invested among the Investment Funds according to the Participant’s elections under this Program. No
additional Participants will be eligible to participate or to accrue a benefit under the RCP Excess Program after December 31, 2009.
3.7 Administrative Mistake – Investments. If a Participant’s change in investment directive or election for redistribution of investments is
advertently overlooked and discovery of such oversight is made within thirty (30) days after the date the Participant receives his next
quarterly statement, the change or redistribution will be made as soon as administratively feasible and the Participant’s Accounts will be
retroactively changed or redistributed and treated in the same manner as though his directive to change or redistribute had not been
overlooked. If discovery of such oversight is made more than thirty (30) days after the date the Participant receives his next quarterly
statement, no retroactive correction will be made in the Participant’s Accounts.
ARTICLE 4
Distributions of Benefit Supplement
4.1 Retirement Benefit. Subject to Section 4.5 below, upon a Participant’s Retirement Date, he shall be entitled to receive the amount of his
Individual Account. The form of benefit payment, and the time of commencement of such benefit, shall be as provided in Section 4.4.
4.2 Termination Benefit. Upon the Termination of Service of a Participant prior to his Retirement Date, for reasons other than death, the
Corporation shall pay to the Participant, a benefit equal to his Individual Account.
Unless otherwise directed by the Committee, the termination benefit shall be payable in a lump sum as set forth in Section 4.9 following the
Participant’s Termination of Service. Upon payment following a
Termination of Service, the Participant shall immediately cease to be eligible for any other benefit provided under this Program.
4.3 Death Benefits. Upon the death of a Participant or a retired Participant, the Beneficiary of such Participant shall receive the Participant’s
remaining Individual Account. Payment of a Participant’s remaining Individual Account shall be made in accordance with Section 4.4.
4.4 Form of Benefit Payment. Upon the happening of an event described in Sections 4.1, 4.2 or 4.3, the Corporation shall pay to the
Participant the amount specified therein in a lump sum.
4.5 Limitations on the Annual Amount Paid to a Participant. Notwithstanding any other provisions of this Program to the contrary, in the
event that a portion of the payments due a Participant pursuant to Sections 4.1, 4.2, 4.3 or 4.4 would not be deductible by the Corporation
pursuant to Section 162(m) of the Code, the Corporation, (a) with respect to the portion of the payment that is a Grandfathered Benefit, at its
discretion, may postpone payment of such amounts to the Participant until such time that the payments would be deductible by the
Corporation and (b) with respect to the portion of the payment that is not a Grandfathered Benefit, shall postpone payment of such amounts
to the Participant until such time that the payments would be deductible by the Corporation. Provided, however, that no payment postponed
pursuant to this Section 4.5 shall be postponed beyond the first anniversary of such Participant’s Termination of Service.
4.6 Change of Control and Lump Sum Payments
(a) If there is a Change of Control, notwithstanding any other provision of this Program, any Participant who has a Grandfathered
Benefit hereunder may, at any time during a twenty-four (24) month period immediately following a Change of Control, elect to
receive an immediate lump sum payment of the balance of his Grandfathered Benefit, reduced by a penalty equal to ten percent
(10%) of the Participant’s Grandfathered Benefit as of the last business day of the month preceding the date of the election. The ten
percent (10%) penalty shall be permanently forfeited and shall not be paid to, or in respect of, the Participant.
(b) If there is a Change of Control, notwithstanding any other provision of this Program, any retired Participant, or Beneficiary, who
has a Grandfathered Benefit hereunder may, at any time during a twenty-four (24) month period immediately following a Change of
Control, elect to receive an immediate lump sum payment of the balance of his Grandfathered Benefit, reduced by a penalty equal to
five percent (5%) of the Participant’s Grandfathered Benefit as of the last business day of the month preceding the date of the
election. The five percent (5%) penalty of the retired Participant’s or Beneficiary’s Grandfathered Benefit shall be permanently
forfeited and shall not be paid to, or in respect of, the retired Participant or Beneficiary.
(c) In the event no such request is made by a Participant, a retired Participant or Beneficiary, the Program shall remain in full force
and effect.
4.7 Change in Credit Rating and Lump Sum Payments. In the event the Corporation’s financial rating falls below Investment Grade, a
Participant, retired Participant, or Beneficiary may at any time during a six (6) month period following the reduction in the Corporation’s
financial rating, elect to receive an immediate lump sum payment of the balance of his Grandfathered Benefit reduced by a penalty equal to
ten percent (10%) of the Participant’s Grandfathered Benefit or five percent (5%) of the retired Participant’s or Beneficiary’s Grandfathered
Benefit as of the last business day of the month preceding the election. The penalties accrued hereunder shall be permanently forfeited and
shall not be paid to, or in respect of, the Participant, retired Participant or Beneficiary.
In the event no such request is made by a Participant, retired Participant or Beneficiary, the Program shall remain in full force and effect.
4.8 Tax Withholding. To the extent required by law, the Corporation shall withhold any taxes required to be withheld by any Federal, State
or local government
4.9 Commencement of Payments. Unless otherwise provided, commencement of payments under Section 4.6 or 4.7 of this Program shall
be as soon as administratively feasible on or after the last business day of the month following receipt of notice and approval by the
Committee of an event which entitles a Participant or a Beneficiary to payments under this Program. Unless otherwise provided,
commencement of payments of a Grandfathered Benefit under Section 4.1, 4.2 or 4.3 of this Program shall be payable in the first calendar
quarter of the year following the Plan year in which the Participant terminates employment from the Corporation for any reason; provided,
however, that such a termination shall not be deemed to occur until immediately following the receipt of all payments due to the Employee
under the Scott Paper Company Termination Pay Plan for Salaried Employees. Unless otherwise provided, commencement of payments of
the portion of a Participant’s Individual Account which is not a Grandfathered Benefit, under Section 4.1, 4.2 or 4.3 of this Program shall be
paid as of the later of (i) March 14 of the year following the Plan year of the Participant’s Separation from Service from the Corporation for
any reason, or (ii) the date which is six months following the Participant’s Separation from Service from the Corporation for any reason (or, if
earlier the date of death of the Participant).
4.10 Recipients of Payments; Designation of Beneficiary. All payments to be made by the Corporation under the Program shall be made to
the Participant during his lifetime, provided that if the Participant dies prior to the completion of such payments, then all subsequent
payments under the Program shall be made by the Corporation to the Beneficiary determined in accordance with this Section. The
Participant may designate a Beneficiary by filing a written notice of such designation with the Committee in such form as the Committee
requires and may include contingent Beneficiaries. The Participant may from time-to-time change the designated Beneficiary by filing a new
designation in writing with the Committee. If a married Participant designates a Beneficiary or Beneficiaries other than his spouse at the time
of such designation, such designation shall not be effective (and the Participant’s spouse shall be the Beneficiary) unless:
(a) the spouse consents in writing to such designation;
(b) the spouse’s consent acknowledges the effect of such designation, which consent shall be irrevocable; and
(c) the spouse executes the consent in the presence of either a Plan representative designated by the Committee or a notary
public.
Notwithstanding the foregoing, such consent shall not be required if the Participant establishes to the satisfaction of the Committee that such
consent cannot be obtained because (i) there is no spouse; (ii) the spouse cannot be located after reasonable efforts have been made; or (iii)
other circumstances exist to excuse spousal consent as determined by the Committee. If no designation is in effect at the time when any
benefits payable under this Plan shall become due, the Beneficiary shall be the spouse of the Participant, or if no spouse is then living, the
representatives of the Participant’s estate.
ARTICLE 5
Vesting
5.1 The balance of a Participant’s Individual Account shall be 100% vested at the same time as if the amounts had been credited to the
Participant’s Account under the 401(k) & PSP. Effective January 1, 2026, a Participant hired on or after January 1, 2026, will be required to
work for the Corporation for two years before they vest in the Corporation’s matching and profit-sharing contributions.
5.2 K-C Aviation Benefit. Notwithstanding any other provision of this Program, a Participant shall be fully vested in his Individual Account as
of the date on which he ceases to be an Eligible Employee under the Program, if such Participant meets all of the following conditions:
(a) immediately prior to the Closing Date, as defined in the Agreement of Purchase and Sale dated as of July 23, 1998, by and
between the Corporation and Gulfstream Aerospace Corporation (the “Agreement”), he must have been an Employee employed by
the Corporation or K-C Aviation Inc.; and
(b) as of the Closing Date, as defined in the Agreement, he must have ceased to be an Eligible Employee solely on account of the
sale of the stock of K-C Aviation Inc. pursuant to the Agreement, and he must either (i) be employed by the Buyer, as defined in the
Agreement, immediately after he ceases to be an Eligible Employee hereunder, or (ii) have been on a long-term disability leave of
absence from K-C Aviation Inc. as of the Closing Date, as defined in the Agreement.
ARTICLE 6
Funding
6.1 The Board may, but shall not be required to, authorize the establishment of a trust by the Corporation to serve as the funding vehicle for
the benefits described herein. In any event, the Corporation’s obligations hereunder shall constitute a general, unsecured obligation, payable
solely out of its general assets, and no Participant shall have any right to any specific assets of the Corporation.
ARTICLE 7
Administration
7.1 The Committee shall administer this Program and shall have the same powers and duties and shall be subject to the same limitations
as are set forth in the 401(k) & PSP.
ARTICLE 8
Amendment and Termination
8.1 The Corporation, by action of the Board, or a Committee of the Board, shall have the right at any time to amend this Program in any
respect, or to terminate this Program; provided, however, that no such amendment or termination shall operate to reduce the benefit that has
accrued for any Participant who is participating in the Program nor the payment due to a terminated Participant at the time the amendment or
termination is adopted. Continuance of the Program is completely voluntary and is not assumed as a contractual obligation of the
Corporation. Notwithstanding the foregoing, this Program shall terminate when the 401(k) & PSP terminates.
Any action permitted to be taken by the Board, or a Committee of the Board, under the foregoing provision regarding the modification,
alteration or amendment of the Program may be taken by the Chief Human Resources Officer of the Corporation, if such action
(a) is required by law, or
(b) is estimated not to increase the annual cost of the Program by more than $5,000,000 or
(c) is estimated not to increase the annual cost of the Program by more than $25,000, provided such action is approved and duly
executed by the Chief Executive Officer of the Corporation.
Any action taken by the Board, a Committee of the Board, or Chief Human Resources Officer shall be made by or pursuant to a
resolution duly adopted by the Board, a Committee of the Board, or Chief Human Resources Officer and shall be evidenced by such
resolution or by a written instrument executed by such persons as the Board, a Committee of the Board, or Chief Human Resources
Officer shall authorize for such purpose.
Any action which is required or permitted to be taken by the Board under the provisions of this Plan may be taken by the
Management and Development Compensation Committee of the Board or any other duly authorized committee of the Board
designated under the By-Laws of the Corporation.
The Board, the Management and Development Compensation Committee of the Board or any duly authorized committee of the
Board, the Chief Executive Officer or the Chief Human Resources Officer may authorize persons to carry out its policies and
directives subject to the limitations and guidelines set by it and may delegate its authority under the Plan.
The Chief Human Resources Officer shall report to the Chief Executive Officer of the Corporation before January 31 of each year all
action taken by such position hereunder during the preceding calendar year.
The Chief Executive Officer shall report to the Board before January 31 of each year all action taken by such position hereunder
during the preceding calendar year.
ARTICLE 9
Miscellaneous
9.1 Nothing contained herein (a) shall be deemed to exclude a Participant from any compensation, bonus, pension, insurance, termination
pay or other benefit to which he otherwise is or might become entitled to as an Employee or (b) shall be construed as conferring upon an
Employee the right to continue in the employ of the Corporation as an executive or in any other capacity; provided, however, that if, at the
time payments are to be made hereunder, the Participant or the Beneficiary are indebted or obligated to the Corporation, then the payments
remaining to be made to the Participant or the Beneficiary may, at the discretion of the Corporation, be reduced by the amount of such
indebtedness or obligation, provided, however, that an election by the Corporation not to reduce any such payment or payments shall not
constitute a waiver of its claim for such indebtedness or obligation.
9.2 Any amounts payable by the Corporation hereunder shall not be deemed salary or other compensation to a Participant for the
purposes of computing benefits to which the Participant may be entitled under any other arrangement established by the Corporation for the
benefit of its Employees.
9.3 The rights and obligations created hereunder shall be binding on a Participant’s heirs, executors and administrators and on the
successors and assigns of the Corporation.
9.4 The Program shall be construed and governed by the laws of the State of Texas.
9.5 The rights of any Participant under this Program are personal and may not be assigned, transferred, pledged or encumbered. Any
attempt to do so shall be void.
9.6 Neither the Corporation, its Employees, agents, any member of the Board, the Plan Administrator nor the Committee shall be
responsible or liable in any manner to any Participant, Beneficiary, or any person claiming through them for any benefit or action taken or
omitted in connection with the granting of benefits, the continuation of benefits or the interpretation and administration of this Program.
9.7 An application or claim for a benefit under the 401(k) & PSP shall constitute a claim for a benefit under this Program.
9.8 The Corporation is the plan sponsor. All actions shall be taken by the Corporation in its sole discretion, not as a fiduciary, and need not
be applied uniformly to similarly situated individuals.
Exhibit (10)p
KIMBERLY-CLARK CORPORATION
SEVERANCE PAY PLAN
Amended and Restated as of August 25, 2025
1
TABLE OF CONTENTS
ARTICLE
TITLE
I
NAME, PURPOSE AND EFFECTIVE DATE OF PLAN
II
DEFINITIONS
III
ELIGIBILITY AND PARTICIPATION
IV
SEVERANCE BENEFITS
V
PLAN ADMINISTRATION
VI
LIMITATIONS AND LIABILITIES
APPENDIX A
COVERED EMPLOYERS
APPENDIX G
2018 MOBILE FACILITY VOLUNTARY INCENTIVE SEPARATION PROGRAM
APPENDIX H
2019 FULLERTON MILL SEPARATION PROGRAM
APPENDIX K
DELEGATION OF AUTHORITY
APPENDIX L
2025 CHESTER FACILITY VOLUNTARY INCENTIVE SEPARATION PROGRAM
ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE OF PLAN
1.1 Name of the Plan. Kimberly-Clark Corporation (the “Corporation”) hereby establishes a severance pay plan for its Employees, to be
known as the Kimberly-Clark Corporation Severance Pay Plan (the “Plan”) as set forth in this document. The Plan is intended to
qualify as an employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”).
1.2 Purpose of the Plan. The purpose of the Plan is to provide Eligible Employees a severance benefit in the event of involuntary
termination of employment. The Plan is not intended as a replacement or substitution for any confidentiality or noncompete
agreement between an Employee and Employer executed prior or subsequent to the effective date of the Plan.
1.3 Effective Date. The Plan is effective as of January 1, 1998, and is amended and restated to apply to involuntary Separations from
Service after August 25, 2025.
1
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1 Definitions. When the following words and phrases appear in this Plan, they shall have the respective meanings set forth below unless
the context clearly indicates otherwise:
(a)
AIP: The Annual Incentive Program or any successor plan.
(b)
Board: The Board of Directors of the Corporation.
(c)
Cause: Any termination of employment which is classified by the Employer as for cause, including but not limited to: (i)
unsatisfactory performance of duties or inability to meet the requirements of the position, unless classified by the Employer as
a Performance Termination; (ii) any habitual neglect of duty or misconduct of the Employee in discharging any of his duties and
responsibilities; (iii) excessive unexcused, or statutorily unprotected absenteeism or inattention to duties; (iv) failure or refusal
to comply with the provisions of the Employer’s personnel manual or any other rule or policy of the Employer; (v) misconduct,
including but not limited to, engaging in conduct which the Committee reasonably determines to be detrimental to the
Employer; (vi) disloyal, dishonest or illegal conduct by the Employee; (vii) theft, fraud, embezzlement or other criminal activity
involving the Employee’s relationship with the Employer; (viii) violation of any applicable statute, regulation, or rule, or provision
of any applicable code of professional ethics; (ix) suspension, revocation, or other restriction of the Participant’s professional
license, if applicable; or (x) the Employer’s inability to confirm, to its sole satisfaction, the references and/or credentials which
the Participant provided with respect to any professional license, educational background and employment history.
(d)
COBRA: Medical continuation coverage elected under the provisions of the Consolidated Omnibus Budget Reconciliation Act
of 1985. Participants shall be eligible to receive medical continuation coverage under COBRA for the number of months
provided under Article IV without payment of the applicable premium if the Participant is otherwise eligible for, and timely
elects, COBRA medical continuation coverage. The Participant shall be responsible for any additional months of COBRA
coverage elected beyond the months of COBRA provided by the Corporation under this Plan. The Participant may also enroll
in other applicable COBRA coverage (e.g. dental and/or the health care spending accounts); however, the Participant shall be
responsible for and must pay the COBRA premium for such coverage.
(e)
Code: The Internal Revenue Code of 1986, as amended from time to time, and as construed and interpreted by valid
regulations or rulings issued thereunder.
(f)
Committee: The Benefits Administration Committee is appointed to administer and regulate the Plan as provided in Article V.
(g)
Comparable Position: A position offered to an employee will be considered a Comparable Position under this Plan unless the
Committee determines in its sole discretion that any of the following apply (i) there is a material diminution in the Employee’s
Earnings on the date of such offer, (ii) a material change in the geographic location at which the Employee must perform the
services, (iii) the position offered to the Employee is a material diminution of the Employee’s authority, duties or responsibilities.
The Employee must provide notice to the Corporation of the existence of any of the above conditions within a period not to
exceed 90
2
days of the initial offer of the non-Comparable Position to the employee, upon the notice of which the Corporation must be
provided a period of at least 30 days during which it may remedy the offer and not be required to pay the severance amount.
The determination whether a position offered will be considered a Comparable Position under this Plan shall be in the
Committee’s sole discretion and the Committee shall have the power to promulgate Committee Rules and other guidelines in
connection with this determination. Any such determination by the Committee whether a Participant is offered a Comparable
Position shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan.
(h)
Earnings: The base salary of an Eligible Employee at their current stated hourly, weekly, monthly or annual rate on his
Termination Date. If Eligible Employee is a full-time Employee, Earnings are the hourly pay rate (excluding shift differential)
times 40 (hours). If Eligible Employee is an Employee who works less than 40 hours per week, Earnings are the hourly pay
rate (excluding shift differential) times the Employee’s regularly scheduled hours per week. Earnings do not include overtime
pay, MAAP, bonus or other remuneration for all Eligible Employees. The calculation of a week of Earnings shall be made
subject to any applicable Committee rule.
(i)
Effective Date: January 1, 1998, or with respect to a particular Subsidiary, such later date as of which the Committee deems
such Subsidiary to be an Employer, or as set forth in Appendix A. The Plan is amended and restated to apply to involuntary
Separations from Service after August 25, 2025.
(j)
Eligible Employee: An hourly Employee not covered by a collective bargaining agreement, or salaried Employee, on the
regular payroll of an Employer. For purposes of this subsection, “on the regular payroll of an Employer” shall mean paid
through the payroll department of such Employer, and shall exclude employees classified by such Employer as intermittent or
temporary, persons seconded to such Employer, and persons classified by such Employer as independent contractors,
regardless of how such individuals may be classified by any federal, state, or local, domestic, or foreign, governmental agency
or instrumentality thereof, or court. Executive Leadership Team Members, irrespective of location or assignment, are Eligible
Employees under the terms of the plan.
(k)
Employee: A person employed by an Employer.
(l)
Employer: The Corporation and each Subsidiary which the Committee shall from time to time designate as an Employer for
purposes of the Plan. A list of Employers is set forth in Appendix A.
(m)
ELT: The Executive Leadership Team (“ELT”) consists of the Chief Executive Officer and other executive officers of the
Corporation (within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934 as amended from time to time).
(n)
MAAP: The Management Achievement Award Program or any successor plan.
(o)
MAAP Eligible: Eligible Employees who as of their date of termination of employment meet the eligibility requirements to
participate under MAAP.
(p)
Participant: An individual who has met the eligibility requirements to receive Severance Pay pursuant to Article III.
(q)
Performance Termination: Any termination of employment with the Corporation or a Subsidiary which is classified by the
Employer as for unsatisfactory performance of duties,
3
or inability to meet the requirements of the position. The termination of employment will be classified as a Performance
Termination if it is approved by the Employee’s team leader, the supervisor of the team leader for the Employee and the
applicable Human Resources Business Partner, and also meets one of the following criteria:
(i) the Employee failed to successfully improve their performance to an acceptable level following completion of a
Performance Improvement Plan notwithstanding the Employee’s previous or most recent performance rating; or
(ii) the Employee’s team leader has offered the Employee a choice of either entering a Performance Improvement Plan or a
Performance Termination, and the Employee has elected a Performance Termination rather than entering into a
Performance Improvement Plan.
(r)
Plan Year: A twelve calendar month period beginning January 1 through December 31.
(s)
Separation from Service. Termination of employment with the Corporation or a Subsidiary. A Separation from Service will be
deemed to have occurred if the Employee’s services with the Corporation or a Subsidiary is reduced to an annual rate that is
20 percent or less of the services rendered, on average, during the immediately preceding three years of employment (or if
employed less than three years, such lesser period). The Committee shall have the power to promulgate Committee Rules and
other guidelines in connection with the determination of a Separation from Service and any such determination by the
Committee shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan.
(t)
Severance Pay: Payment made to a Participant pursuant to Article IV hereof.
(u)
SIP: The United States Consumer Sales Incentive Plan or any successor plan.
(v)
Subsidiary: Any corporation, 50% or more of the voting shares of which are owned directly or indirectly by the Corporation,
which is incorporated under the laws of one of the States of the United States.
(w)
Target MAAP: The target bonus amount established for the Participant, if any, under the MAAP, or any successor or additional
plan, for the year in which the Participant’s Separation from Service occurs (or for the prior year if a target bonus amount has
not yet been established for the year in which the Participant’s Separation from Service occurs).
(x)
Termination Date: The date of an Employee’s Separation from Service.
(y)
Years of Service: An Employee shall be credited with a Year of Service for each year of service commencing with the
Employee’s vacation eligibility date as maintained by the payroll department of such Employer until the Employee’s
Termination Date, rounded to the nearest whole Year of Service. Notwithstanding any provision in the Plan to the contrary, (i)
an Employee’s credited Years of Service shall be reduced to the extent such Years of Service have previously been used to
calculate a prior severance payment to the Employee and (ii) any period during which the Employee is on notice of termination
but is not actively working, including, without limitation, any notice period, period of pay in lieu of such notice or “garden leave”
period required under applicable law shall not be counted towards the Employee’s Years of Service unless expressly required
by applicable legislation.
4
2.2 Construction: Where appearing in the Plan the masculine shall include the feminine and the plural shall include the singular, unless the
context clearly indicates otherwise. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall
mean and refer to the entire Plan and not to any particular Section or subsection.
5
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Participation. An Eligible Employee shall become a Participant on the later of the Effective Date or the first day actively employed by an
Employer.
3.2 Eligibility. Each Participant whose employment is involuntarily terminated shall receive Severance Pay; provided, however, that
Severance Pay shall not be paid to any Participant who:
(a)
is terminated for Cause;
(b)
is terminated during a period in which such Participant is not actively at work (i.e. has been on leave) for more than 25 weeks,
except to the extent otherwise required by law;
(c)
voluntarily quits or retires;
(d)
dies;
(e)
is offered a Comparable Position as defined in Section 3.5 below.
3.3 Duration. A Participant remains a Participant under the Plan until the earliest of:
(a)
the date the Participant is no longer an Eligible Employee;
(b)
the Participant’s Termination Date; or
(c)
the date the Plan terminates.
3.4 Severance Agreement and Release. No Participant shall be entitled to receive Severance Pay hereunder unless such Participant
executes a Separation Agreement and Full and Final Release of Claims (the “Agreement”), in the form required by the Corporation,
within the period specified for such individual therein and such Participant does not revoke such Agreement in writing within the 7-
day period following the date on which it is executed.
3.5 Comparable Position. Severance Pay shall not be paid to any Employee whose employment is involuntarily terminated related to
(a)
any separation or reorganization of the Corporation including, but not limited to, a sale, spin-off or shutdown of a portion of the
Corporation, including but not limited to a portion of a mill or other location, if such Employee is offered a Comparable Position
with the successor entity,
(b)
the outsourcing of an Employee to a company other than an Employer, in which such Employee is offered or continues in a
Comparable Position, or
(c)
any elimination of a job function, or transfer of an Employee’s position to another location, in which such Employee is offered a
Comparable Position with the Corporation or a Subsidiary.
6
ARTICLE IV
SEVERANCE BENEFITS
4.1 Severance Pay. Whether any Severance Pay is payable under this Plan, or any increase or decrease in the amount of Severance Pay,
shall be in the sole discretion of the Committee and as authorized pursuant to subsection 5.7 below. Any such increase or decrease
in the amount of Severance Pay shall be final and conclusive as to all Eligible Employees and other persons claiming rights under
the Plan. Subject to the exercise of such discretion, a Participant’s Severance Pay shall be determined as follows:
(a)
Each individual who is eligible as provided in Article III above, shall receive, the Severance Pay, COBRA, outplacement
assistance services and Employee Assistance Program services set forth below.
Provision
ELT
Grades
1-4 and Non-ELT
Elected Officers
Other
MAAP-Eligible
Salaried
Exempt
Salaried
Non-Exempt
Production
Non-Union
Severance -
Termination
on or after
12 months
employment
2 x the sum of
annual Earnings
plus Target
MAAP
The sum of
annual
Earnings
plus Target
MAAP
2 weeks of
Earnings per
Year of Service
(26 weeks
Earnings
minimum)
2 weeks of
Earnings per
Year of
Service
(12 weeks
Earnings
minimum)
1 week of
Earnings per
Year of
Service
(6 weeks
Earnings
minimum)
1 week of
Earnings per
Year of
Service
(6 weeks
Earnings
minimum)
Severance –
Termination within
st 12 months employment
3 months
Earnings
3 months
Earnings
3 months
Earnings
3 months
Earnings
6 weeks
Earnings
6 weeks
Earnings
Current Year
MAAP or AIP
Target MAAP
pro-rated based
on days
worked in the
performance
year, if
Separation from
Service is after
January 31
of the
performance
year
Target MAAP
pro-rated
based on
days worked in
the performance
year, if
Separation from
Service is after
January 31 of
the performance
year
Target MAAP
pro-rated
based on days
worked in the
performance
year, if
Separation from
Service is after
January 31 of
the performance
year
AIP
target award
amount,
pro-rated
based on
days worked
in the
performance
year, if
Separation
from Service
is after
January 31
of the
performance
year
COBRA
6 months
6 months
6 months
6 months
6 months
6 months
7
Provision
ELT
Grades
1-4 and Non-ELT
Elected Officers
Other
MAAP-Eligible
Salaried
Exempt
Salaried
Non-Exempt
Production
Non-Union
Outplacement
12 months
12 months
9 months
6 months
3 months
2 months (single
termination)
Workshop (group
termination)
EAP
3 months
3 months
3 months
3 months
3 months
3 months
(b)
Each individual who is eligible as provided in Article III above, and whose employment is classified by the Employer as a
Performance Termination, shall receive, the Severance Pay, COBRA, outplacement assistance services and Employee
Assistance Program services set forth below. Notwithstanding the foregoing, any Participant who is elected by the Board shall
not be eligible to receive a benefit under this subsection 4.1(b). Unless otherwise eligible for payment under the terms of the
applicable bonus plans, if the Participant’s termination is classified as a Performance Termination, the Participant will not
receive any pro-rated bonus payments for MAAP, AIP or SIP at termination under this Plan.
Provision
ELT
Grades
1-4 and Non-ELT
Elected Officers
Other
MAAP-Eligible
Salaried
Exempt
Salaried
Non-Exempt
Production
Non-Union
everance – Performance
Termination
N/A
6 months
Earnings
3 months
Earnings
3 months
Earnings
6 weeks
Earnings
N/A
COBRA
N/A
6 months
6 months
6 months
6 months
N/A
Outplacement
N/A
12 months
9 months
6 months
3 months
N/A
EAP
N/A
3 months
3 months
3 months
3 months
N/A
(c)
Severance Pay, including the payment of any prorated current year SIP, AIP or MAAP shall be paid as a lump sum cash
payment no later than 60 days following the Participant’s last date of employment, if the Agreement provides for a 21 day
period to consider the release, and no later than 75 days following the Participant’s last date of employment if the Agreement
provides for a 45 day period to consider the release, provided, however, should any payments under this Plan be delayed no
interest will be owed to the Participant with respect to such late payment. Notwithstanding the foregoing, unless the Agreement
stipulates otherwise, if the Agreement provides for a 21 day period to consider the release and the last date of Employee’s
employment is on or after November 1, or if the Agreement provides for a 45 day period to consider the release and the last
date of Employee’s employment is after October 15, then the payment will always be made in the first applicable pay period in
the following calendar year.
8
(d)
Notwithstanding any provision in the Plan to the contrary, the Severance Pay determined pursuant to subsection 4.1(a) and (b)
above may be offset, at the Corporation’s sole discretion, by any amount paid to a Participant (but not to an amount less than
zero) as (i) compensation while employed during the notice period after notice has been given pursuant to the Worker
Adjustment and Retraining Notification Act (“WARN”), or any similar state or other law; (ii) pay in lieu of any advance notice of
termination required by applicable law; or (iii) any other form of notice, severance, end of service or termination benefit,
payment or indemnity, payable by an Employer to such Participant under applicable law, policy, or employer practice. The
benefits provided under this Plan are intended to satisfy any and all statutory obligations that may arise out of an Eligible
Employee's involuntary termination, and the Committee shall so construe and implement the terms of the Plan.
(e)
If, at the time Severance Pay is to be made hereunder, a Participant is indebted or obligated to an Employer or any affiliate,
including, but not limited to, any repayment under the Corporation’s relocation program, then such Severance Pay shall be
reduced by the amount of such indebtedness or obligation to the extent allowable under applicable federal or state law;
provided that the Corporation may in its sole discretion elect not to reduce the Severance Pay by the amount of such
indebtedness or obligation and provided that any such election by the Corporation shall not constitute a waiver of its claim of
such indebtedness or obligation, in accordance with applicable law.
(f)
Notwithstanding any provision in the Plan to the contrary: (i) if, for a particular termination of employment, a Participant is
eligible to receive severance benefits under an Executive Severance Agreement with the Corporation, then the Participant will
not be eligible to receive benefits under this Plan for such termination of employment; and (ii) except as otherwise expressly
agreed by an Employer in writing, in order to avoid duplication of benefits, any Severance Pay or other severance benefits
payable to a Participant under this Plan or under any Appendix to this Plan, shall be reduced (but not to an amount less than
zero) by any notice, severance, end of service or termination benefit, payment or indemnity payable by an Employer to such
Participant under any other severance plan or collective bargaining agreement, or under any offer letter or individual
agreement other than an Executive Severance Agreement.
(g)
Severance Pay hereunder shall not be considered “compensation” for purposes of determining any benefits provided under
any pension, savings, or other benefit plan maintained by an Employer.
(h) The Employer will comply with the requirements of American Rescue Plan Act of 2021 (“ARPA”), which requires employers to
fully subsidize COBRA for certain Assistance Eligible Individuals for periods of coverage from April 1, 2021 through September
30, 2021. The COBRA subsidy provided by the Employer under the Plan shall be treated in accordance with ARPA as payment
of the subsidy for purposes of ARPA and shall not be in addition to or extend the terms of COBRA subsidies provided under
ARPA.
4.2 Withholding. A Participant shall be responsible for payment of any federal, Social Security, state, local or other taxes on Severance Pay
under the Plan. The Employer shall deduct from Severance Pay any federal, Social Security, state, local or other taxes which are
subject to withholding, as determined by the Employer.
4.3 Forfeiture, Recoupment and Recovery of Overpayments. If it is determined that any amount paid to an individual under this Plan should
not have been paid or should have been paid in a lesser amount, written notice thereof shall be given and such individual shall
promptly repay the amount of the overpayment to the Plan. Notwithstanding the foregoing, the Plan in all cases reserves the
9
right to pursue collection of any remaining overpayments if the above recovery efforts under this paragraph have failed.
Without limiting the foregoing, if, following a Participant’s Separation from Service for a reason other than the Participant’s termination for
Cause, the Corporation discovers facts that such Participant’s Separation from Service could have been for Cause, such
Participant’s Separation from Service will be deemed to have been for Cause for all purposes, and as a result, (a) the Employer will
cease payment of any benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to
the Corporation all cash amounts received under the Plan that would not have been payable to such Participant had such Separation
from Service been for Cause under Section 3.2(a) above.
Further, all amounts to which a Participant is entitled under this Plan shall be subject to forfeiture and/or repayment to the Corporation to
the extent and in the manner required (i) to comply with any requirements imposed under applicable laws, regulations, stock
exchange listing rules or other rules; (ii) under the terms of the Kimberly-Clark Corporation Compensation Recoupment Policy, to the
extent applicable to the Participant, or under any other policy or guideline adopted by the Corporation for purposes of fraud
prevention, governance, avoidance of monetary or reputational damage to the Corporation and its affiliates or similar reasons,
whether or not such policy or guideline was in place at the time the Participant becomes eligible to participate in this Plan (and such
requirements shall be deemed incorporated into this Plan without the consent of the Participant).
10
ARTICLE V
PLAN ADMINISTRATION
BENEFITS ADMINISTRATION COMMITTEE
5.1 Membership. The Committee shall consist of at least three persons who shall be officers or directors of the Corporation or Eligible
Employees. Members of the Committee shall be appointed from time to time by, and shall serve at the pleasure of, the Chief Human
Resources Officer of the Corporation (the “CHRO”). The CHRO shall appoint one of the members of the Committee to serve as
chairman. If the CHRO does not appoint a chairman, the Committee, in its discretion, may elect one of its members as chairman.
The Committee shall appoint a Secretary who may be but need not be, a member of the Committee. The Committee shall not
receive compensation for its services. Committee expenses shall be paid by the Corporation.
5.2 Powers. The Committee shall have all such powers as may be necessary to discharge its duties hereunder, including, but not by way of
limitation, the power to construe or interpret the Plan, to determine all questions of eligibility hereunder, to adopt rules relating to
coverage, and to perform such other duties as may from time to time be delegated to it by the Board. Any interpretations of this Plan
by persons other than the Committee or individuals or organizations to whom the Committee has delegated administrative duties
shall have no effect hereunder. The Committee may prescribe such forms and systems and adopt such rules and methods and
tables as it deems advisable. It may employ such agents, attorneys, accountants, actuaries, medical advisors, or clerical assistants
(none of whom need be members of the Committee) as it deems necessary for the effective exercise of its duties, and may delegate
to such agents any power and duties, both ministerial and discretionary, as it may deem necessary and appropriate. Notwithstanding
the foregoing, any claim which arises under any other plan shall not be subject to review under this Plan, and the Committee's
authority under this Article V shall not extend to any matter as to which an Administrator under such Program is empowered to make
determinations under such plan. In administering the Plan, the Committee will be entitled, to the extent permitted by law, to rely
conclusively on all tables, valuations, certificates, opinions and reports which are furnished by, or in accordance with the instructions
of, the Committee of each of the Programs, or by accountants, counsel or other experts employed or engaged by the Committee.
5.3 Procedures. The Committee may take any action upon a majority vote at any meeting at which all members are present, and may take
any action without a meeting upon the unanimous written consent of all members. All action by the Committee shall be evidenced by
a certificate signed by the chairperson or by the secretary to the Committee. The Committee shall appoint a secretary to the
Committee who need not be a member of the Committee, and all acts and determinations of the Committee shall be recorded by the
secretary, or under his supervision. All such records, together with such other documents as may be necessary for the administration
of the Plan, shall be preserved in the custody of the secretary.
5.4 Rules and Decisions. All rules and decisions of the Committee shall be uniformly and consistently applied to all Eligible Employees and
Participants under this Plan in similar circumstances and shall be conclusive and binding upon all persons affected by them.
5.5 Books and Records. The records of the Employers shall be conclusive evidence as to all information contained therein with respect to
the basis for participation in the Plan and for the calculation of Severance Pay.
11
5.6 Claim Procedure. The Committee procedure for handling all claims hereunder and review of denied claims shall be consistent with the
provisions of ERISA. If a claim for Plan benefits is denied, the Committee shall provide a written notice within 90 days to the person
claiming the benefits that contains the specific reasons for the denial, specific references to Plan provisions on which the Committee
based its denial and a statement that the claimant may (a) request a review upon written application to the Committee within 60
days, (b) may review pertinent Plan documents and (c) may submit issues and comments in writing. If a claim is denied because of
incomplete information, the notice shall also indicate what additional information is required. If additional time is required to make a
decision on the claim, the Committee shall notify the claimant of the delay within the original 90 day period. This notice will also
indicate the special circumstances requiring the extension and the date by which a decision is expected. This extension period may
not exceed 90 days beyond the end of the first 90-day period.
The claimant may request a review of a denied claim by writing the Committee in care of the Plan Administrator. The appeal must,
however, be made within 60 days after the claimant's receipt of notice of the denial of the claim. Pertinent documents may be
reviewed in preparing an appeal, and issues and comments may be submitted in writing. An appeal shall be given a complete review
by the Committee, and a written decision, including reasons, shall be provided within 60 days. If there are special circumstances
requiring an extensive review, the Committee shall notify the claimant in a written notice within the original 60 day period of its receipt
of the appeal and indicating that the decision will be delayed. A final decision on the appeal shall be made within 120 days of the
Committee's receipt of the appeal.
The Committee shall have all of the authority with respect to all aspects of claims for benefits under the Plan, and it shall administer this
authority in its sole discretion.
5.7 Committee Discretion.
(a)
Any action on matters within the discretion of the Committee, including but not limited to, the amount of Severance Pay
conferred upon a Participant, shall be final and conclusive as to all Eligible Employees and other persons claiming rights under
the Plan. The Committee shall exercise all of the powers, duties and responsibilities set forth hereunder in its sole discretion.
Notwithstanding anything in this Plan to the contrary, the Committee shall have the sole discretion to interpret the terms of the
Plan included but not limited to, whether a termination is voluntarily or involuntary, whether a Participant’s termination is for
Cause or whether a Participant could have been terminated for Cause, whether a Participant is offered a Comparable Position,
and whether Severance Pay shall be payable to any Participant under this Plan.
(b)
Any increase or decrease in the amount of Severance Pay for Eligible Employees who are not elected by the Board, different
than the amount set forth in 4.1(a) and (b) above may be authorized in their sole discretion by (i) the Committee, (ii) a Group
President or Senior Vice President of the Corporation with the endorsement of either the Senior Vice President Global Human
Resources or the Vice President Compensation and Benefits or (iii) the Chief Executive Officer. Any such increase or decrease
in the amount of Severance Pay shall be final and conclusive as to all such Eligible Employees and other persons claiming
rights under the Plan.
(c)
Any increase or decrease in the amount of Severance Pay for Eligible Employees who are elected by the Board, different than
the amount set forth in 4.1(a) and (b) above may be authorized in their sole discretion by the Management Development and
Compensation Committee of the Board. Any such increase or decrease in the amount of Severance Pay shall be final and
conclusive as to all such Eligible Employees and other persons claiming rights under the Plan.
12
5.8 Plan Amendments. The Board may from time to time modify, alter, amend or terminate the Plan. Any action permitted to be taken by
the Board under the foregoing provision may be taken by the CHRO if such action:
(a)
is required by law, or
(b)
is estimated not to increase the annual cost of the Plan by more than $5,000,000, or
(c)
is estimated not to increase the annual cost of the Plan by more than $25,000,000 provided such action is approved and duly
executed by the CEO.
Any action taken by the Board or CHRO shall be made by or pursuant to a resolution duly adopted by the Board or CHRO and shall
be evidenced by such resolution or by a written instrument executed by such persons as the Board or CHRO shall authorize for that
purpose.
The Board or CHRO also shall have the right to make any amendment retroactively which is necessary to bring the Plan into
conformity with the Code or which is otherwise permitted by applicable law. Any such amendment will be binding and effective for the
Employer.
Any action which is required or permitted to be taken by the Board under the provisions of this Plan may be taken by the
Management, Development and Compensation Committee of the Board or any other duly authorized committee of the Board
designated under the By-Laws of the Corporation.
The Board, the Management, Development and Compensation Committee or any duly authorized committee of the Board, the CEO
or the CHRO may authorize persons to carry out its policies and directives subject to the limitations and guidelines set by it, and
delegate its authority under the Plan.
5.9 Annual Reporting to the CEO. The CHRO shall report to the CEO before January 31 of each year all action taken by such position
hereunder during the preceding calendar year.
5.10 Annual Reporting to the Board. The CEO shall report to the Board before January 31 of each year all action taken by such position
hereunder during the preceding calendar year.
5.11 Delegation of Duties. This Plan is sponsored by Kimberly-Clark Corporation. The Committee reserves the right to delegate any and all
administrative duties to one or more individuals or organizations. Any reference herein to any other entity or person, other than the
Committee or any of its members, which is performing administrative services shall also include any other third party administrators.
The responsibilities of any third party administrator may be governed, in part, by a separate administrative services contract. Current
delegates and the scope of their duties are identified in Appendix K. The Committee shall be responsible for maintaining a current
listing of all delegates.
5.12 Funding. Benefits shall be paid from the general assets of the Corporation.
13
ARTICLE VI
LIMITATIONS AND LIABILITIES
6.1 Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between an Employer
and a Participant, or as a right of any Participant to be continued in the employment of his Employer, or as a limitation of the right of
an Employer to discharge any Participant with or without Cause. Nor shall anything contained in this Plan affect the eligibility
requirements under any other plans maintained by the Employer, nor give any person a right to coverage under any other Plan.
6.2 Non-Alienation. Except as otherwise provided herein, no right or interest of any Participant or Beneficiary in the Plan shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, attachment, garnishment,
execution, levy, bankruptcy, or any other disposition of any kind, either voluntary or involuntary, prior to actual receipt of payment by
the person entitled to such right or interest under the provisions hereof, and any such disposition or attempted disposition shall be
void.
6.3 Applicable Law. This Plan is construed under, to the extent not preempted by federal law, enforced in accordance with and governed
by, the laws of the State of Wisconsin. If any provision of this Plan is found to be invalid, such provision shall be deemed modified to
comply with applicable law and the remaining terms and provisions of this Plan will remain in full force and effect.
6.4 Notice. Any notice given hereunder is sufficient if given to the Employee by the Employer, or if mailed to the Employee to the last known
address of the Employee as such address appears on the records of the Employer.
6.5 Service of Process. The Plan Administrator shall be the designated recipient of the services of process with respect to legal actions
regarding the Plan.
6.6 No Guarantee of Tax Consequences. The Employer makes no commitment or guarantee that any amounts paid to or for the benefit of
a Participant under this Plan will be excludable from the Participant's gross income for federal, Social Security, or state income tax
purposes, or that any other federal, Social Security, or state income tax treatment will apply to or be available to any Participant. It
shall be the obligation of each Participant to determine whether each payment under this Plan is excludable from the Participant's
gross income for federal, Social Security, and state income tax purposes, and to notify the Plan Administrator if the Participant has
reason to believe that any such payment is not so excludable. This Plan is intended to be compliant with Section 409A of the Code
and the guidance promulgated thereunder. Notwithstanding any other provision of this Plan, the Corporation and the Committee shall
administer and interpret the Plan, and exercise all authority and discretion under the Plan, to satisfy the requirements of Code
Section 409A and the guidance promulgated thereunder and any noncompliant provisions of this Plan will either be void or deemed
amended to comply with Section 409A of the Code and the guidance promulgated thereunder.
6.7 Limitation of Liability. Neither the Employer, the Plan Administrator, nor the Committee shall be liable for any act or failure to act which
is made in good faith pursuant to the provisions of the Plan, except to the extent required by applicable law. It is expressly
understood and agreed by each Eligible Employee who becomes a Participant that, except for its or their willful misconduct or gross
neglect, neither the Employer, the Plan Administrator nor the Committee shall be subject to any legal liability to any Participant, for
any cause or reason whatsoever, in connection with this
14
Plan, and each such Participant hereby releases the Employer, its officers and agents, and the Plan Administrator, and its agents,
and the Committee, from any and all liability or obligation except as provided in this paragraph.
6.8 Indemnification of the Committee. The Employer shall indemnify the Committee and each of its members and hold them harmless from
the consequences of their acts or conduct in their official capacity, including payment for all reasonable legal expenses and court
costs, except to the extent that such consequences are the result of their own willful misconduct or breach of good faith.
15
APPENDIX A
EMPLOYERS COVERED BY THE KIMBERLY-CLARK CORPORATION
SEVERANCE PAY PLAN
Employers
Participating Units
Kimberly-Clark International Services
Corporation
All salaried and hourly non-organized employees.*
Kimberly-Clark USA, LLC
All salaried and hourly non-organized employees*
*including those on temporary assignment at other employers or in other classifications, but excluding employees on temporary assignment
from another Employer or classification. ELT Members, irrespective of location or assignment, are Eligible Employees under the terms of the
Plan.
16
APPENDIX G
2018 MOBILE FACILITY
VOLUNTARY INCENTIVE
SEPARATION PROGRAM
1. In General. Notwithstanding the requirement under Section 3.2 of the Plan that Severance Pay is only payable upon involuntary
termination, an eligible Participant who voluntarily terminates employment shall receive Severance Pay under subsection 3(a) below
if they otherwise qualify under the terms of the Plan and meet the requirements of Sections 2 and 3 below, except to the extent
otherwise limited in accordance with the terms approved by the Corporation for the 2018 Mobile Facility Voluntary Incentive
Separation Program (the “Program”).
2. Voluntary Severance Election. A Participant qualifies under this Section 2 if such Participant is:
(a) an hourly organized Employee employed by the Corporation at its Mobile Facility as of May 21, 2018, and who is represented
by United Steelworkers of America (“USW”), Local Unions 1421 or 1575, and who remains employed with the Corporation
through the date selected by the Corporation as of the Participant’s Termination Date which is November 15, 2018 (or a
different date as designated by the Corporation in its sole discretion); and
(b) has submitted a valid election form (the “Election Form”) to participate in the Program to the Mobile Facility’s Human Resources
Department within the election period beginning May 21, 2018 and ending at noon (Central Time) on June 11, 2018, and such
election is accepted by the Corporation under the terms of the Program; and
(c) If more than 15 eligible employees elect the Program, the Corporation will accept elections in order of Mill seniority.
3. Severance Pay. Notwithstanding any provision in the Plan to the contrary, Severance Pay shall be reduced by the amount of any other
severance payments, whether under any severance plan or offer letter or other individual agreement, made by an Employer.
(a) If a Participant is accepted into the Program and is employed by the Corporation as of the Termination Date, the Participant will
be entitled to:
(1) a $30,000 lump sum severance payment under the Program, less ordinary tax withholding and all required deductions
from the Corporation.
(2) payout of 2019 vacation allotment, provided the Participant has worked at least 1,040 hours in 2018 before the
Termination Date.
(b) Severance Pay shall be paid as a lump sum cash payment no later than 75 days following the Participant’s Termination Date,
provided, however, should any payments under this Plan be delayed no interest will be owed to the Participant with respect to
such late payment. Notwithstanding the foregoing, if the last date of Employee’s employment is after October 15, then the
payment will always be made in the first applicable pay period in the following calendar year.
17
4. Release Agreement. No Participant shall be entitled to receive any of the benefits provided under the Program hereunder unless such
Participant returns an executed Separation Agreement and Full and Final Release of Claims, in the form required by the Corporation,
to the Mobile Facilities Human Resources Department no later than the 45 day after the Participant received the Separation
Agreement and Full and Final Release of Claims and such Participant does not revoke such Separation Agreement and Full and
Final Release of Claims in writing within the 7-day period following the date on which it is executed. Once an employee has elected
to participate and is selected to participate in the Program, the election cannot be revoked, even if the employee decides not to sign
and return the Separation Agreement and Full and Final Release of Claims.
5. Excluded Participants. Notwithstanding any provision in this 31 Amendment to the contrary, the following Participants, and each of the
following groups of Participants are excluded from participation in this Program:
(a)
salaried exempt Employees at the Mobile Facility;
(b)
salaried and hourly non-exempt Employees at the Mobile Facility;
(c)
hourly organized Employees at the Mobile Facility who are not represented by United Steelworkers of America (“USW”), Local
Unions 1421 or 1575; and
(d)
Employees who voluntarily or involuntarily terminate employment prior to the Termination Date prescribed for such individual
by the Employer.
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st
18
APPENDIX H
2019 FULLERTON MILL
SEPARATION PROGRAM
1.
In General. Notwithstanding any requirements in the Plan to the contrary, pursuant to the terms of the Plan and the Fullerton Mill
Closing Agreement (“Agreement”) dated July 24, 2018 between Kimberly-Clark Worldwide, Inc. (the “Corporation”) and the
Association of Western Pulp and Paper Workers, and its Local 672 (“Union”), for and on behalf of all bargaining unit employees at
the Corporation’s Fullerton Mill in Orange County, California, a Participant at the Fullerton Mill who meets the conditions in the
Agreement shall receive Severance Pay, COBRA continuation coverage under his/her current medical plan, EAP coverage and the
additional lump sum payments under the terms of the Agreement. No additional benefits shall be provided under the terms of the
Plan. If any of the terms of the Agreement should conflict with the terms of the Plan, the terms of the Agreement shall control.
19
APPENDIX I
2020 KIMBERLY-CLARK PROFESSIONAL
GROUP REDUCTION IN FORCE PROGRAMS
1. In General. Notwithstanding any provisions of Section 4.1(c) of the Plan, with respect to the 2020 Kimberly-Clark Professional Group
Reduction-In Force Programs, Eligible Employees who are eligible for Severance Pay under Section 3.2 and whose last day of
employment is on October 23, 2020, shall receive Severance Pay in accordance with the revised amended Section 4.1(c) below:
4.1(c) Severance Pay, including the payment of any prorated current year SIP, AIP or MAAP shall be paid as a lump sum cash
payment no later than 60 days following the Participant’s last date of employment, if the Agreement provides for a 21 day
period to consider the release, and no later than 75 days following the Participant’s last date of employment if the Agreement
provides for a 45 day period to consider the release, provided, however, should any payments under this Plan be delayed no
interest will be owed to the Participant with respect to such late payment. Notwithstanding the foregoing, if the Agreement
provides for a 21 day period to consider the release and the last date of Employee’s employment is on or after November 1,
or if the Agreement provides for a 45 day period to consider the release and the last date of Employee’s employment is after
October 15, then the payment will be made in the first applicable pay period in the calendar year ending December 31, 2020.
Notwithstanding the foregoing, any current year EOAAP, or MAAP that is payable to an officer of the Corporation elected by
the Board, shall be paid at the same time as it was payable under the provisions of EOAAP or MAAP but no later than 60
days following the end of the calendar year of the Separation from Service.
20
APPENDIX J
2021 Positioning Kimberly-Clark North America for Growth Project
Section 3.2 of the Plan is hereby amended effective April 14, 2021, to add the following paragraph to read as follows:
Notwithstanding the provisions of Section 3.2(e) of the Plan, if a Participant who is subject to the 2021 Positioning Kimberly-Clark North
America for Growth Project (the “Project”) is offered a Comparable Position of employment with the Corporation during the election
period beginning April 14, 2021 and ending July 12, 2021 (the “Election Period”), the Participant shall continue to be eligible under the
Severance Pay notwithstanding such offer, provided the Participant is otherwise eligible under the terms of the Plan. Any offer the
Participant receives of a Comparable Position after such Election Period shall make the Participant ineligible for Severance Pay under
the Plan relating to the Participant’s involuntary termination in connection with the Project.
21
APPENDIX K
DELEGATION OF AUTHORITY
Delegate
Duties
Effective Date
Lauren N. Vail
Global Compensation, Global Mobility &
Rewards, Sr. Director
Exercise the powers granted under
Article 5.7(b) subject to any restrictions
imposed by the Corporation’s contract
signature thresholds, (which currently
limits authorization of amounts up to
$150,000) and any other corporate
governance policies.
September 1, 2023
22
APPENDIX L
2025 CHESTER FACILITY
VOLUNTARY INCENTIVE
SEPARATION PROGRAM
1. In General. Notwithstanding the requirement under Section 3.2 of the Plan that Severance Pay is only payable upon involuntary
termination, an eligible Participant who voluntarily terminates employment shall receive Severance Pay under subsection 3(a) below
if they otherwise qualify under the terms of the Plan and meet the requirements of Sections 2 and 3 below, except to the extent
otherwise limited in accordance with the terms approved by the Corporation for the 2025 Chester Facility Voluntary Incentive
Separation Program (the “Program”).
2. Voluntary Severance Election. A Participant qualifies under this Section 2 if such Participant is:
(a) an hourly organized Employee employed by the Corporation at its Chester Facility as of August 25, 2025, and who is
represented by United Steel, Paper, and Forestry, Rubber, Manufacturing, Energy, Allied Industrial Service Workers
International Union, AFL-CIO-CLC, on behalf of Local 10-448 (the “Union”), and who remains employed with the Corporation
through the date selected by the Corporation as of the Participant’s Termination Date which is October 15, 2025 (or a different
date as designated by the Corporation in its sole discretion); and
(b) has submitted a valid election form (the “Election Form”) to participate in the Program to the collection box designated by the
Chester Facility’s Human Resources Department which will be located in the HR Conference Room in Building 9 on the 4th
Floor within the election period beginning September 4, 2025, and ending at 12 Noon (Eastern Time) on September 19, 2025
(the “Election Period”), and such election is accepted by the Corporation under the terms of the Program. Election forms
received after 12 Noon (Eastern Time) on September 19, 2025, will not be effective and will be disregarded for consideration
under the Program; and
(c) If more than 30 eligible operations employees or 3 eligible maintenance employees elect the Program, the Corporation will
accept elections in order of plant seniority within the Chester Facility.
3. Severance Pay. Notwithstanding any provision in the Plan to the contrary, Severance Pay shall be reduced by the amount of any other
severance payments, whether under any severance plan or offer letter or other individual agreement, made by an Employer.
(a) If a Participant is accepted into the Program and is employed by the Corporation as of the Termination Date, the Participant will
be entitled to:
(1) For Participants with 0 to less than 5 years of service: a lump sum payment of $10,000, less ordinary tax withholding and
all required deductions, from Kimberly-Clark.
(2) For Participants with 5 to less than 10 years of service: a lump sum payment of $15,000, less ordinary tax withholding
and all required deductions, from Kimberly-Clark.
23
(3) For Participants with 10 to less than 20 years of service: a lump sum payment of $20,000, less ordinary tax withholding
and all required deductions, from Kimberly-Clark.
(4) For Participants with 20 or more years of service: a lump sum payment of $25,000, less ordinary tax withholding and all
required deductions, from Kimberly-Clark.
(b) Severance Payshall be paid as a lump sum cash payment no later than 75 days following the Participant’s Termination Date,
provided, however, should any payments under this Plan be delayed no interest will be owed to the Participant with respect to
such late payment. Notwithstanding the foregoing, if the last date of Employee’s employment is after October 15, then the
payment will always be made in the first applicable pay period in the following calendar year.
4. Release Agreement. No Participant shall be entitled to receive any of the benefits provided under the Program hereunder unless such
Participant returns an executed Separation Agreement and Full and Final Release of Claims, in the form required by the Corporation,
to the Chester Facilities Human Resources Department no later than the 45 day after the Participant received the Separation
Agreement and Full and Final Release of Claims and such Participant does not revoke such Separation Agreement and Full and
Final Release of Claims in writing within the 7-day period following the date on which it is executed. Once an employee has elected
to participate and is selected to participate in the Program, the election cannot be revoked, even if the employee decides not to sign
and return the Separation Agreement and Full and Final Release of Claims.
5. Excluded Participants. Notwithstanding any provision in the Plan to the contrary, the following Participants, and each of the following
groups of Participants are excluded from participation in this Program:
(a)
Employees who voluntarily or involuntarily terminate employment prior to the Termination Date prescribed for such individual
by the Employer.
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24
Exhibit (21)
KIMBERLY-CLARK CORPORATION
CONSOLIDATED SUBSIDIARIES
The registrant's subsidiaries are listed below, omitting certain entities that, if considered in the aggregate as a single subsidiary,
would not constitute a significant subsidiary as of December 31, 2025.
Bacraft Industria de Papel Ltda., Brazil
Badgers LLC, Delaware
Beco, Inc., Wisconsin
Colombiana Kimberly Colpapel S.A., Colombia
Comercializadora de Fibras Guaicaipuro, C.A., Venezuela
Comercializadora de Repuestos Industriales Guaicaipuro C.A., Venezuela
Delaware Overseas Finance, Inc., Wisconsin
Durafab, LLC, Wisconsin
Excell Paper Sales Company, Pennsylvania
Harquahala Mountain Farms, LLC, Arizona
Hoosiers LLC, Delaware
Housing Horizons, LLC, Texas
I-Flow, LLC, Delaware
Jackson Products, Inc., Wisconsin
K.C.S.A. Holdings (Pty) Limited, South Africa
Kalayaan Land Corporation, Philippines
K-C (Hong Kong II) Limited, Hong Kong
K-C Advertising, Inc., Wisconsin
K-C AFC Manufacturing, S. de R.L. de C. V., Mexico
K-C Equipment Finance LP, United Kingdom
K-C Guernsey I Limited, Isle of Guernsey
K-C Guernsey II Limited, Isle of Guernsey
KCSSA East Africa Limited, Kenya
KCSSA West Africa Limited, Nigeria
Kimberly Bolivia S.A., Bolivia
Kimberly Clark Dominican Services SRL, Dominican Republic
Kimberly Clark MEA DMCC, Dubai
Kimberly-Clark (China) Company Ltd, China
Kimberly-Clark (Cyprus) Limited, Cyprus
Kimberly-Clark (Hong Kong) Limited, Hong Kong
Kimberly-Clark (Nanjing) Care Products Co. Ltd., China
Kimberly-Clark (Nanjing) Personal Hygienic Products Company Limited, China
Kimberly-Clark (Tianjin) Care Products Co., Ltd., China
Kimberly-Clark (Trinidad) Ltd., Trinidad & Tobago
Kimberly-Clark Argentina S.A., Argentina
Kimberly-Clark Asia Holdings Pte. Ltd, Singapore
Kimberly-Clark Asia Pacific Headquarters Pte Ltd, Singapore
Kimberly-Clark Asia Pacific Pte. Ltd, Singapore
Kimberly-Clark Atlantic Holding Limited, United Kingdom
Kimberly-Clark Australia Holdings Pty Limited, Australia
Kimberly-Clark Australia Pty. Limited, Australia
Kimberly-Clark B.V., Netherlands
Kimberly-Clark B.V.B.A., Belgium
Kimberly-Clark Bahrain Holding Company S.P.C., Bahrain
Kimberly-Clark Brasil Industria e Comercio de Produtos de Higiene Ltda, Brazil
Kimberly-Clark Brazil Holdings, LLC, Delaware
Kimberly-Clark Canada International Holdings Inc., Canada
Kimberly-Clark Cayman Islands Company, Cayman Islands
* Kimberly-Clark Central American Holdings, S.A., Panama
Kimberly-Clark Chile S.A., Chile
Kimberly-Clark Commercial, Inc., Wisconsin
Kimberly-Clark Commercial, LLC, Delaware
* Kimberly-Clark Costa Rica Limitada, Costa Rica
* Kimberly-Clark de Centro America, Limitada de Capital Variable, El Salvador
* Kimberly-Clark de Honduras, S.de R.L. de C.V., Honduras
Kimberly-Clark Dominican Republic S.A., Dominican Republic
Kimberly-Clark Dominicana, S.A., Dominican Republic
Kimberly-Clark Dutch Holdings B.V., Netherlands
Kimberly-Clark Ecuador S.A., Ecuador
Kimberly-Clark Ede Holdings B.V., Netherlands
Kimberly-Clark EMEA GBS Services Spolka Z Ograniczona Odpowiedzialnoscia, Poland
Kimberly-Clark EMEA Holdings Ltd., United Kingdom
Kimberly-Clark Enterprise Inc., Wisconsin
Kimberly-Clark Europe Limited, United Kingdom
Kimberly-Clark European Investment B.V., Netherlands
Kimberly-Clark European Services Limited, United Kingdom
Kimberly-Clark Finance Limited, United Kingdom
Kimberly-Clark Germany Holding GmbH, Germany
Kimberly-Clark Global Sales, LLC, Wisconsin
Kimberly-Clark GmbH, Austria
Kimberly-Clark GmbH, Germany
* Kimberly-Clark Guatemala, Limitada, Guatemala
Kimberly-Clark Holding Limited, United Kingdom
Kimberly-Clark Holding srl, Italy
Kimberly-Clark Holland Holdings B.V., Netherlands
Kimberly-Clark Hygiene Products Private Limited, India
Kimberly-Clark IFP ANZ Pty. Limited, Australia
Kimberly-Clark Inc., Canada
Kimberly-Clark India Private Limited, India
Kimberly-Clark Integrated Services Corporation, Wisconsin
Kimberly-Clark Intercontinental Holding Ltd., United Kingdom
Kimberly-Clark International Holding Limited, United Kingdom
Kimberly-Clark International Services Corporation, Wisconsin
Kimberly-Clark International, S. de R.L. Panama
Kimberly-Clark Investment, Inc., Nevada
Kimberly-Clark Israel Ltd, Israel
Kimberly-Clark Israel Marketing Ltd., Israel
Kimberly-Clark Japan Godo Kaisha, Japan
Kimberly-Clark Kazakhstan Limited Liability Partnership, Kazakhstan
Kimberly-Clark Latin America Investments, Inc., Wisconsin
Kimberly-Clark Latin America, Inc., Wisconsin
Kimberly-Clark LDA, Portugal
Kimberly-Clark Limited, United Kingdom
Kimberly-Clark Luxembourg Finance S.à r.l., Luxembourg
Kimberly-Clark Luxembourg Financial Holdings S.a.r.l., Luxembourg
Kimberly-Clark Luxembourg Holdings S.à r.l., Luxembourg
Kimberly-Clark Luxembourg International S.a.r.L., Luxembourg
Kimberly-Clark Luxembourg S.à r.l., Luxembourg
Kimberly-Clark Magyarorszag Kft., Hungary
Kimberly-Clark Manufacturing (Thailand) Limited, Thailand
Kimberly-Clark Mediterranean Finance Company Ltd., Malta
Kimberly-Clark Netherlands Holdings B.V., Netherlands
* Kimberly-Clark Nicaragua & Compania Limitada, Nicaragua
* Kimberly-Clark Nicaragua Services & Compania Limitada, Nicaragua
Kimberly-Clark Noordzee Coöperatief U.A., Netherlands
Kimberly-Clark North Asia (HK) Limited, Hong Kong
Kimberly-Clark of South Africa (Pty) Ltd., South Africa
Kimberly-Clark Pacific Finance Company, Cayman Islands
Kimberly-Clark Pacific Holdings Pty Limited, Australia
Kimberly-Clark Palmetto, Inc., Wisconsin
Kimberly-Clark Paper (Shanghai) Co. Ltd, China
Kimberly-Clark Paraguay, S.A., Paraguay
Kimberly-Clark Patriot Holdings, Inc., Cayman Islands
Kimberly-Clark Pension Trusts Ltd., United Kingdom
Kimberly-Clark Personal Hygienic Products Co. Ltd., Beijing, China
Kimberly-Clark Peru S.R.L., Peru
Kimberly-Clark Philippines Inc., Philippines
Kimberly-Clark Polska Sp. Z.o.o., Poland
Kimberly-Clark Products (M) Sdn. Bhd., Malaysia
Kimberly-Clark Regional Services (M) Sdn. Bhd., Malaysia
Kimberly-Clark S.L.U., Spain
Kimberly-Clark s.r.l., Italy
Kimberly-Clark s.r.o., Czech Republic
Kimberly-Clark SAS, France
Kimberly-Clark Services, Inc., Wisconsin
Kimberly-Clark Singapore Intercontinental Pte. Ltd., Singapore
Kimberly-Clark Singapore Pte. Ltd., Singapore
Kimberly-Clark Southeast Asia Holdings Pte. Ltd., Singapore
Kimberly-Clark Switzerland GmbH, Switzerland
Kimberly-Clark Taiwan, Cayman Islands
Kimberly-Clark Thailand Limited, Thailand
Kimberly-Clark Trading (M) Sdn. Bhd., Malaysia
* Kimberly-Clark Trading and Services Limitada, Costa Rica
Kimberly-Clark Trading (Kereskedelmi Kft), Hungary
Kimberly-Clark Treasury Australia Pty Limited, Australia
Kimberly-Clark Tuketim Mallari Sanayi ve Ticaret A.S., Turkey
Kimberly-Clark Tulip Holdings, B.V., Netherlands
Kimberly-Clark U.K. Operations Limited, United Kingdom
Kimberly-Clark Uruguay S.A., Uruguay
Kimberly-Clark USA, LLC, Wisconsin
Kimberly-Clark Utrecht Holdings B.V., Netherlands
Kimberly-Clark Ventures, LLC, Delaware
Kimberly-Clark Vietnam Holdings Pte. Ltd., Singapore
Kimberly-Clark Vietnam Ltd., Vietnam
Kimberly-Clark Worldwide Australia Holdings Pty. Limited, Australia
Kimberly-Clark Worldwide Taiwan Investment Limited, Taiwan
Kimberly-Clark Worldwide, Inc., Wisconsin
Lava Products Limited, Hong Kong
Limited Liability Company Kimberly-Clark, Russia
Limited Liability Company with Foreign Investment ‘Kimberly-Clark Ukraine’, Ukraine
Mimo S.A., Argentina
Minnetonka Overseas Investments Limited, Cayman Islands
*National Child Care Products Company, Saudi Arabia
*Olayan Kimberly-Clark Arabia Company, Saudi Arabia
Olayan-Kimberly Child Care Products W.L.L.
P.T. Kimberly-Clark Indonesia, Indonesia
P.T. Maju Andalan, Indonesia
P.T. Softex Indonesia, Indonesia
Ridgeway Insurance Company Limited, Texas
SK Corporation, Taiwan
Softex Holdings Limited, Hong Kong
Softex International Limited, Hong Kong
Taiwan Scott Paper Corporation, Taiwan
Technology Systems S.A., Argentina
Thinx, LLC, Wisconsin
Three Rivers Timber Company, Washington
* VOID Technologies Limited, United Kingdom
* Yuhan-Kimberly Limited, South Korea
* Indicates a company that is not wholly owned directly or indirectly by the Corporation.
Exhibit (23)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-284907 on Form S-3, Registration Statement No. 333-
291928 on Form S-4, and Registration Statement Nos. 33-49050, 33-58402, 33-64689, 333-02607, 333-06996, 333-17367, 333-43647, 333-
94139, 333-51922, 333-61010, 333-62358, 333-89314, 333-104099, 333-115347, 333-155380, 333-161986, 333-163891, 333-173725, 333-
214818, 333-233917, 333-255625, 333-264323, and 333-267480 on Form S-8 of our reports dated February 12, 2026, relating to the
consolidated financial statements of Kimberly-Clark Corporation and subsidiaries (the “Corporation”) and the effectiveness of the
Corporation’s internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Dallas, Texas
February 12, 2026
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Sylvia M. Burwell
Sylvia M. Burwell
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ John W. Culver
John W. Culver
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Mae C. Jemison
Mae C. Jemison
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Deeptha Khanna
Deeptha Khanna
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ S. Todd Maclin
S. Todd Maclin
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Deirdre A. Mahlan
Deirdre A. Mahlan
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Sherilyn S. McCoy
Sherilyn S. McCoy
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Christa S. Quarles
Christa S. Quarles
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Jaime A. Ramirez
Jaime A. Ramirez
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Joseph Romanelli
Joseph Romanelli
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Dunia A. Shive
Dunia A. Shive
th
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint Nelson Urdaneta, Andrew Scribner,
Courtney Roane and Grant McGee, and each of them, with full power to act alone, the undersigned’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all
capacities, to sign Kimberly-Clark Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and any and all
amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his or her substitute or their substitutes, lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12 day of February 2026.
/s/ Mark T. Smucker
Mark T. Smucker
th
Exhibit (31)a
CERTIFICATIONS
I, Michael D. Hsu, certify that:
1.
I have reviewed this annual report on Form 10-K of Kimberly-Clark Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Michael D. Hsu
Michael D. Hsu
Chairman of the Board and Chief
Executive Officer
February 12, 2026
Exhibit (31)b
CERTIFICATIONS
I, Nelson Urdaneta, certify that:
1.
I have reviewed this annual report on Form 10-K of Kimberly-Clark Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Nelson Urdaneta
Nelson Urdaneta
Senior Vice President and Chief
Financial Officer
February 12, 2026
Exhibit (32)a
Certification of Chief Executive Officer
Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
I, Michael D. Hsu, Chairman of the Board and Chief Executive Officer of Kimberly-Clark Corporation, certify that, to my knowledge:
(1)
the Form 10-K, filed with the Securities and Exchange Commission on February 12, 2026 (“accompanied report”) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of
operations of Kimberly-Clark Corporation.
/s/ Michael D. Hsu
Michael D. Hsu
Chairman of the Board and Chief
Executive Officer
February 12, 2026
Exhibit (32)b
Certification of Chief Financial Officer
Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
I, Nelson Urdaneta, Senior Vice President and Chief Financial Officer of Kimberly-Clark Corporation, certify that, to my knowledge:
(1)
the Form 10-K, filed with the Securities and Exchange Commission on February 12, 2026 (“accompanied report”) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of
operations of Kimberly-Clark Corporation.
/s/ Nelson Urdaneta
Nelson Urdaneta
Senior Vice President and Chief
Financial Officer
February 12, 2026