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KMBKimberly-Clark

Consumer staples · Paper Products · Nasdaq

Kimberly-Clark Corporation was founded in 1872 and incorporated in Delaware in 1928. 10-K, Item 1

Employees
36,000
Headquarters
Irving, TX
CEO
Michael D. Hsu
Next results
around Jan 26, 2027
Compare with peers → Embed

10-K 0001628280-26-007567 (2026-02-12) vs 10-K 0000055785-25-000013 (2025-02-13)

SectionCompared textWords nowChanged
Risk FactorsItem 1A8,290 33.5%
MD&AItem 79,167 31.8%
Legal ProceedingsItem 3, via Note 12 – Legal Matters528 28.2%
Accounting PoliciesItem 8, Note 1 – Accounting Policies3,565 26.4%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 199 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 Policies 176 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 Factors 142 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 Proceedings 122 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

Every change, by type

Sentences and paragraphs of KMB's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13. Each links to the text at sec.gov.

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 listadverse, 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 at sec.gov ↗

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 2026-02-12 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 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 2026-02-12 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 2026-02-12 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 at sec.gov ↗

RemovedMD&A
Net sales of $11.0 billion increased 4.9% primarily due to higher net selling prices across the entire product portfolio, led by Professional and Family Care.

Read it in 10-K 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 at sec.gov ↗

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