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Screener / SEC EDGAR /CIK 0000055785 /10-K filed Feb 12, 2026, compared with Feb 13, 2025 /Numbers from the XBRL of the 10-Ks
Nasdaq Consumer staples · Paper Products

Kimberly-Clark KMB

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The 10-K against last year's

162 changes: 80 added, 17 removed, 65 reworded

10-K Feb 12, 2026 vs Feb 13, 2025
Risk Factors 33.5% of the text changed · 8,290 words now · 59 new paragraphs, 4 gone MD&A 31.8% of the text changed · 9,167 words now · 21 new paragraphs, 13 gone Legal Proceedings 28.2% of the text changed · 528 words now Accounting Policies 26.4% of the text changed · 3,565 words now

10-K 0001628280-26-007567 (Feb 12, 2026) vs 10-K 0000055785-25-000013 (Feb 13, 2025)

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

117 paragraphs · 59 new · 18 reworded · 4 gone · 10-K Feb 12, 2026 against Feb 13, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 37 · 45% changed Every version of it
The inability to effectively and efficiently manage Our engagement in business development activities, including acquisitions and or divestitures with the results we expect of product lines or in the timeframe we anticipate businesses, could adversely affect impact our business, consolidated financial condition, results of operations or liquidity.
Paragraph 38 · 42% changed Every version of it
We may pursue 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 from third parties. Acquisitions 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 the 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 acquire 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 the future, or our ongoing brands and products. We may be unable to achieve anticipated benefits or cost savings from acquisitions business development activities in the timeframe we anticipate, or at all.
Paragraph 10 · 32% changed Every version of it
To conduct our business, we rely extensively on information and operational technology systems, many of which are managed, hosted, provided and/or used by third parties and their vendors. These systems include, but are not limited to, programs and processes relating to internal communications and communicating with customers, consumers, vendors, investors and other parties; ordering and managing materials from suppliers; converting materials to finished products; receiving and processing purchase orders and shipping products to customers; processing transactions; storing, processing and transmitting data, including personal confidential information and payment card industry data; supporting employee data processing for our global workforce; hosting, processing and sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and tax requirements. Furthermore, we sell certain products directly to consumers online and through websites, mobile apps and connected devices, and we also engage in online activities, including data collection, promotions, rebates and customer loyalty and other programs, through which we may receive personal information. A breach or other breakdown in our technology, including a cyberattack, privacy incident, data incident or other event involving us or any of our third-party service providers or vendors could adversely affect our financial condition and results of operations.
Paragraph 9 · 27% changed Every version of it
To conduct our business, we rely extensively on information and operational technology systems, many of which are managed, hosted, provided and/or used by third parties and their vendors. These systems include, but are not limited to, programs and processes relating to internal communications and communicating with customers, consumers, vendors, investors and other parties; ordering and managing materials from suppliers; converting materials to finished products; receiving and processing purchase orders and shipping products to customers; processing transactions; storing, processing and transmitting data, including personal confidential information and payment card industry data; supporting employee data processing for our global workforce; hosting, processing and sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and tax requirements. Furthermore, we sell certain products directly to consumers online and through websites, mobile apps and connected devices, and we also engage in online activities, including data collection, promotions, rebates and customer loyalty and other programs, through which we may receive personal information. A breach or other breakdown in our technology, including a cyberattack, privacy incident, data incident or other event involving us or any of our third-party service providers or vendors could adversely affect our financial condition and results of operations.
Paragraph 15 · 24% changed Every version of it
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 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.
Paragraph 16 · 24% changed Every version of it
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 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.
Paragraph 26 · 22% changed Every version of it
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.
Paragraph 14 · 17% changed Every version of it
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.

MD&A

143 paragraphs · 21 new · 72 reworded · 13 gone · 10-K Feb 12, 2026 against Feb 13, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 54 · 50% changed
•Softex Tax Reserve Release - In 2024, we released 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 reserve 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 prior year impairment of for certain Softex intangible assets. The adjusted effective tax rate was 22.8%, in line with the prior year.
Paragraph 126 · 48% changed
•Impairment of Intangible Assets •Kenvue Acquisition - In 2024 and 2023, we recognized charges Acquisition-related costs incurred in connection with the pending Kenvue Acquisition, primarily related to the impairment of certain intangible assets external advisory, legal, accounting, and other related to Softex and Thinx. costs. See Item 8, Note 4 to the consolidated financial statements Consolidated Financial Statements for details.
Paragraph 64 · 47% changed
Net sales of $5.9 $10.8 billion decreased 2.6% 2.4%, as unfavorable currency impacts the exit of 7.9% were the private label diaper business in the US was partially offset by a 5.3% increase in organic sales. sales growth. Organic sales benefited from higher net selling prices of 7.9%, increased 1.8% primarily from hyperinflationary economies, and product mix volume gains of 1.6%, 2.6%, with all categories growing volume, partially offset by lower volumes. pricing and mix.
Paragraph 69 · 47% changed
Cash provided by operations for the year ended December 31, 2024 2025 was $3.2 $2.8 billion compared to $3.5 $3.2 billion in the prior year. Cash flow from operations benefited from higher operating profit, excluding the effect of non-cash charges, however this increase The decrease was more than offset by changes in working capital relative to the prior year coupled with cash payments for the 2024 Transformation Initiative. The impact to cash from working capital was primarily driven by the lower operating profit and timing impacts to working capital, including incremental restructuring and IFP Transaction separation cost payments of cash flows associated with the lapping of higher commodity and energy costs in prior periods. approximately $110.
Paragraph 56 · 46% changed
Operating profit Income from discontinued operations, net of $2.5 billion income taxes of $400 increased 1.1% 3.6% primarily due to gross productivity savings and volume growth, a reduction in depreciation and amortization expense of $70, partially offset by incremental manufacturing pre-tax separation costs and higher advertising and promotion expenses. of $77.
Paragraph 53 · 43% changed
Net income of $2.5 billion for the year ended December 31, 2024 increased 44.3% primarily due to the increase in operating profit discussed above. Net interest expense of $222 was largely in line with the prior year period. Our share of net income of equity companies was $196 compared to $216 million, an increase of 10.2% in the prior year. The decrease was primarily driven by Kimberly-Clark de Mexico, S.A.B. de C.V., which benefited from volume, mix and pricing growth and productivity savings, partially offset by due to unfavorable foreign currency effects and higher input costs, partially offset by pricing, productivity savings and lower general and administrative expenses. The effective tax rate was 19.3% in 2024 compared to 22.4% in 2023, with the decline primarily due to the net benefit of items not reflective of our underlying operations discussed in the section above. Excluding these benefits, the adjusted effective tax rate was 23.0% in 2024 compared to 23.2% in 2023.
Paragraph 67 · 43% changed
Operating profit of $632 million $796 decreased 5.7% 3.6% primarily due to unfavorable pricing net of cost inflation, supply chain related investments and currency impacts, higher advertising and promotion expenses, and lower volumes, partially offset by favorable pricing net of inflation. Pricing gross productivity savings, lower marketing, research and unfavorable currency impacts were primarily driven by hyperinflationary economies. general expenses and volume and mix gains.
Paragraph 133 · 42% changed
The following table provides a reconciliation of the Adjusted Effective Tax Rate: Organic Sales Growth from continuing operations:

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

MD&A199 words changed in this paragraph; it is 65% similar to last year's version.
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 (including hostilities, potential competitive pressures on selling prices for our products, energy costs, general economic and political conditions globally and in the war markets in Israel), government trade or similar regulatory actions, which we do business, as well as our ability to maintain key customer relationships, could affect the realization of these estimates.

Source: Item 7, 10-K 0001628280-26-007567 vs Item 7, 10-K 0000055785-25-000013

Accounting Policies176 words changed in this paragraph; it is 71% similar to last year's version.
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. Consistent with our policies, foreign currency Our derivative instruments, interest rate swaps and locks, and the majority of commodity hedging contracts 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.

Source: Item 8, Note 1 – Accounting Policies, 10-K 0001628280-26-007567 vs Item 8, Note 1 – Accounting Policies, 10-K 0000055785-25-000013

Risk Factors142 words changed in this paragraph; it is 53% similar to last year's version.
We may pursue 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 from third parties. Acquisitions 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 the 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 acquire 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 the future, or our ongoing brands and products. We may be unable to achieve anticipated benefits or cost savings from acquisitions business development activities in the timeframe we anticipate, or at all.

Source: Item 1A, 10-K 0001628280-26-007567 vs Item 1A, 10-K 0000055785-25-000013

Legal Proceedings122 words changed in this paragraph; it is 59% similar to last year's version.
We are As previously disclosed, we have been party to certain legal proceedings relating to our former health care business, Avanos Medical, Inc. ("Avanos", previously (previously Halyard Health, Inc.), which we spun-off on October 31, 2014, including a qui tam matter and certain subpoena and document requests from the federal government. The subpoena and document requests include included subpoenas from the United States Department of Justice ("DOJ") (“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. We continue During the second quarter of 2025, we entered into a settlement agreement to cooperate resolve the qui tam matter which provided for a payment by us in this investigation and have progressed an amount that did not materially affect our efforts 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 reach a resolution the DPA, the Company is responsible for making certain monetary payments that are not expected to materially affect our financial position, results of all related matters. operations or cash flows.

Source: Item 3, via Note 12 – Legal Matters, 10-K 0001628280-26-007567 vs Item 3, via Note 11 – Legal Matters, 10-K 0000055785-25-000013

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of KMB's Risk Factors and MD&A, 10-K Feb 12, 2026 against 10-K Feb 13, 2025. Each links to the text at sec.gov.

All 162 Added 80Removed 17Reworded 65Quiet changes 0

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
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
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
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
Read it in 10-K Feb 12, 2026 at sec.gov
Show the other 56
AddedRisk Factors
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
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:
Read it in 10-K Feb 12, 2026 at sec.gov
AddedRisk Factors
•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;
Read it in 10-K Feb 12, 2026 at sec.gov
RemovedRisk Factors
We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and cash flows.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedRisk Factors
Our business and financial results may be negatively impacted by health epidemics, pandemics and similar outbreaks. The COVID-19 pandemic has had and could continue to have negative impacts on our business, including causing significant volatility in demand for our products, changes in consumer behavior and preference, disruptions in our manufacturing and supply chain operations, disruptions to our cost saving programs, limitations on our employees’ ability to work and travel, significant changes in the economic or political conditions in markets in which we operate and related currency and commodity volatility. Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain its spread and mitigate its public health effects.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedRisk Factors
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.
Read it in 10-K Feb 13, 2025 at sec.gov
RewordedRisk Factors
We may be unable to successfully integrate and manage product lines or businesses that we may acquire in the future, or be unable to achieve anticipated benefits or cost savings from acquisitions in the timeframe we anticipate, or at all. acquire.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
Acquisitions 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 the 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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
We may be unable to successfully integrate and manage product lines or businesses that we may acquire in the future, or be unable to achieve anticipated benefits or cost savings from acquisitions business development activities in the timeframe we anticipate, or at all.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
These systems include, but are not limited to, programs and processes relating to internal communications and communicating with customers, consumers, vendors, investors and other parties; ordering and managing materials from suppliers; converting materials to finished products; receiving and processing purchase orders and shipping products to customers; processing transactions; storing, processing and transmitting data, including personal confidential information and payment card industry data; supporting employee data processing for our global workforce; hosting, processing and sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and tax requirements.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
Demand for our products may change based on many factors, including shifting consumer purchasing patterns to lower cost options such as private-label products and mid to lower-tier value products, low birth rates in certain countries due to slow economic growth or other factors, negative customer or consumer response to pricing actions, consumer shifts in distribution from traditional retailers to e-tailers, subscription services and direct to consumer businesses, changing consumer preferences due to increased concerns in regard to post-consumer waste and packaging materials and their impact on environmental sustainability, or other changes in consumer trends or habits.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
Our international operations are subject to foreign market risks, including changes in foreign currency exchange rates, currency restrictions and restrictions, political, social and economic instability, and the imposition of increased or new tariffs, which may adversely affect our financial results.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
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 relations, the impact of health pandemics or an inability to avoid disruptions in production output could have an adverse effect on our financial results.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
Risks related to political instabilities and hostilities (including the wars war in Ukraine and Israel), 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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor strikes or labor shortages, terrorism, epidemics, pandemics, import restrictions, regional economic, business, environmental or political events (including the wars war in Ukraine and Israel), 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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
The inability to effectively and efficiently manage business development activities, including acquisitions and divestitures 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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
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, equity inclusion and diversity, 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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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,
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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:
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
•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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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%
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
Year Ended December 31 2025 2024 % Change Adjusted Gross Profit(a) $ 6,136 $ 6,433 (4.6)% Adjusted Operating Profit(a) 2,731 2,727 0.1% Adjusted Earnings per Share(a) 6.12 6.16 (0.6)% Adjusted Effective Tax Rate(a) 22.8 % 22.7 % 0.1%
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
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.
Read it in 10-K Feb 12, 2026 at sec.gov
RemovedMD&A
As part of the 2024 Transformation Initiative and the realignment of our internal operating and management structure during the fourth quarter of 2024, we manage and report our operations through three reportable segments defined by geographic regions and product groupings: North America ("NA"), International Personal Care ("IPC") and International Family Care and Professional ("IFP"). Further, our measure of segment profitability was changed to include the effects of changes in exchange rates on monetary assets and liabilities for subsidiaries where we have adopted highly inflationary accounting. These changes reflect the manner in which our chief operating decision maker develops, executes and evaluates global strategies to drive growth and profitability. Segment results for the historical periods presented in these consolidated financial statements have been recast to reflect these changes. These changes had no impact on our previously reported consolidated net sales, operating profit, net income attributable to Kimberly-Clark or earnings per share. These segments are described in greater detail in Item 8, Note 15 to the consolidated financial statements.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
•Diluted earnings per share were $7.55 compared to $5.21, an increase of 44.9%, reflective of the growth in net income. Results in 2024 included a net benefit of $0.25 for items not reflective of our ongoing operations compared with a net charge of $1.36 in the prior year.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
•We continue to focus on generating cash flow and allocating capital to shareholders. Cash provided by operations was $3.2 billion in 2024. We raised our dividend in 2024 by 3.4%, the 52nd consecutive annual increase in our dividend, and altogether share repurchases and dividends in 2024 amounted to $2.6 billion.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
In 2025, we will continue executing on our Powering Care growth strategy and its three strategic pillars: accelerate pioneering innovation, optimize our margin structure, and wire our organization for growth. Our first pillar focuses on
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
Net sales of $20.1 billion for the year ended December 31, 2024 declined 1.8% primarily due to unfavorable currency impacts and divestitures and business exits. Excluding these items, organic growth was 3.2% driven by a 1.9% increase in price, primarily in hyperinflationary economies, coupled with volume and mix gains across all three reportable segments.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
Diluted earnings per share of $7.55 for the year ended December 31, 2024 increased 44.9% reflective of the growth in net income discussed above. Adjusted earnings per share of $7.30 increased 11.1% primarily driven by higher adjusted operating profit.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
Operating profit of $787 million increased 24.5% primarily due to favorable pricing net of inflation and gross productivity savings, partially offset by unfavorable currency impacts and higher manufacturing costs. Pricing and unfavorable currency impacts were primarily driven by hyperinflationary economies. Other operating costs, namely incremental advertising investments, were largely offset by lower monetary losses from changes in exchange rates in highly inflationary economies.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
facility which expires in May 2025. These facilities, currently unused, support our commercial paper program, and would provide liquidity in the event our access to the commercial paper markets is unavailable for any reason.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
During the fourth quarter of 2024, our internal reporting and management structure changed, resulting in the identification of three new reportable segments defined by geographic regions and product groupings. Further, this reorganization resulted in changes to the composition of our reporting units.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
As a result of our segment reorganization, we reassigned assets and liabilities to the applicable reporting units and allocated goodwill using a relative fair value approach. As this change in the composition of our reporting units was considered a goodwill triggering event, we performed an impairment test on both a pre- and post- reorganization basis. In both cases, we concluded there was no goodwill impairment as the fair value of each reporting unit significantly exceeded the respective carrying amounts.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
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.
Read it in 10-K Feb 13, 2025 at sec.gov
RewordedMD&A
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 (including hostilities, potential competitive pressures on selling prices for our products, energy costs, general economic and political conditions globally and in the war markets in Israel), government trade or similar regulatory actions, which we do business, as well as our ability to maintain key customer relationships, could affect the realization of these estimates.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Year Ended December 31 2025 2024 2023 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 $ 2,927 2,052 $ (565) (599) $ 2,021 2,418 $ (453) (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) 658 (175) Legal Expense — — 39 (1) — — Softex Tax Reserve Release — (67) — — Sale of Brazil Tissue and Professional Business — — (44) 18 Pension Settlements — — 35 (9) (67) As Adjusted $ 2,955 2,435 $ (679) (554) $ 2,670 2,446 $ (619) (556) Effective Tax Rate:
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
For a discussion that compares of our consolidated 2023 results to 2022, 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 2023 2024 Annual Report on Form 10-K. 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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Year Ended December 31 2025 2024 2023 Diluted Earnings per Share $ 7.55 4.86 $ 5.21 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 1.36 Legal Expense — 0.11 — Softex Tax Reserve Release — (0.20) — Sale of Brazil Tissue and Professional Business — (0.08) Pension Settlements — 0.08 Adjusted Earnings per Share(a) $ 7.30 6.12 $ 6.57 6.16
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Year Ended December 31, 2024 2025 Percent change vs. the prior year period NA IPC IFP Consolidated Total Net Sales Growth 0.2 (3.1) (5.9) (1.8) (2.4) (0.9) (2.1) Currency Translation 0.1 12.2 1.2 3.8 0.2 2.3 0.9 Divestitures and Business Exits 0.8 0.1 4.5 1.2 4.0 0.3 2.9 Organic Sales Growth 1.1 9.2 (0.2) 3.2 Growth(a) 1.8 1.7 1.7
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
We are a global company focused on delivering essential products and solutions that solve unmet consumer needs and provide better care Better Care for a better world, with manufacturing facilities in 30 countries, including our equity affiliates, and products sold in more than 175 countries and territories. Better World.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Year Ended December 31 2025 2024 2023 Operating Profit $ 3,210 2,351 $ 2,344 2,700 2024 Transformation Initiative 348 456 Kenvue Acquisition 32 — Sale of PPE Business — (565) — Impairment of Intangible Assets — 97 658 Legal Expense — 39 — Sale of Brazil Tissue and Professional Business — (44) Adjusted Operating Profit $ 3,237 2,731 $ 2,958 2,727
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
On July 1, 2024, we completed the sale transaction that was announced on April 7, 2024, of our personal protective equipment ("PPE") business for total consideration of $635, including the initial purchase price of $640 less working capital and other closing adjustments of $5. $635.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
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.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Year Ended December 31 2025 2024 2023 Gross Profit $ 7,180 $ 7,032 5,923 $6,289 2024 Transformation Initiative 213 144 — Sale of Brazil Tissue and Professional Business — 15 Adjusted Gross Profit $ 7,324 $ 7,047 6,136 $6,433
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Percent Change in Adjusted Operating Profit Volume Net Price Input Costs Other Manufacturing Costs Costs(a) Currency Translation Other(a) Total(b) Adjusted Operating Profit 2024 versus 2023 1.6 13.5 (5.8) 9.0 (6.2) (2.7) 9.4 Other(b) Total(c)
Read it in 10-K Feb 12, 2026 at sec.gov

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The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

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