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Kimberly-Clark Corporation was founded in 1872 and incorporated in Delaware in 1928. 10-K, Item 1
59 paragraphs in Risk Factors of the 10-K filed Feb 12, 2026 with nothing like them in the 10-K filed Feb 13, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Consumer staples companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
The war between Russia and Ukraine has negatively impacted, and may continue to negatively impact, our operations in Russia and the surrounding region. Consistent with the humanitarian nature of our products, we
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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.
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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.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEWe anticipate issuing approximately 280 million shares of common stock pursuant to the Merger Agreement. The actual number of shares of common stock to be issued pursuant to the Merger Agreement will be determined at the closing of the mergers based on the number of shares of Kenvue common stock outstanding immediately prior to the first merger. The issuance of these new shares could have the effect of depressing the market price of our common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, our earnings per share could cause the price of our common stock to decline or increase at a reduced rate.
Immediately after the closing of the mergers, it is expected that K-C stockholders as of immediately prior to the mergers will own approximately 54%, and Kenvue stockholders as of immediately prior to the mergers will own approximately 46%, of the issued and outstanding shares of K-C common stock, in each case calculated based on the fully diluted market capitalizations of K-C and Kenvue as of the date of signing of the Merger Agreement. As a result, current K-C stockholders and current Kenvue stockholders will have less influence on the management and policies of the combined company than they currently have on the management and policies of K-C and Kenvue, respectively.
The mergers may not be completed and the Merger Agreement may be terminated in accordance with its terms.
The mergers are subject to a number of conditions that must be satisfied or waived prior to the closing of the mergers, including, among other things, (i) the receipt of regulatory approvals, (ii) the absence of any legal restraint in effect that would prevent, make illegal, enjoin or prohibit the consummation of the mergers, (iii) the truth and accuracy of the representations and warranties made as of the date the Merger Agreement was entered into and as of the date the mergers are completed, subject to materiality standards, and (iv) the performance by all parties to the Merger Agreement in all material respects of all obligations required to be performed at or prior to closing. These conditions to the consummation of the mergers may not be satisfied or waived in a timely manner or at all, and, accordingly, the mergers may be delayed or may not be completed.
In addition, if the first merger is not completed by November 2, 2026 (subject to automatic extension to the extent the only conditions not satisfied are those related to certain regulatory approvals or the absence of a legal restraint prohibiting the closing), either K-C or Kenvue may choose not to proceed with the mergers by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval. In addition, K-C and Kenvue may elect to terminate the Merger Agreement in certain other circumstances, including, among other things, (i) failing to cure the breach of a representation, warranty or
covenant without which a closing condition would not be satisfied, or (ii) a final and non-appealable legal restraint enjoining or otherwise prohibiting the consummation of the mergers.
Failure to complete the mergers, or a delay in the closing of the mergers, could negatively impact our business, results of operations, financial condition and stock price.
Similar paragraph at 8 of 31 other Consumer staples companies: ADM, BG, COST, HSY, KVUE, MDLZ, TGT, WMTThe 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:
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•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;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•Matters relating to the mergers will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company;
•We have incurred and will incur further substantial expenses in connection with the mergers, including financial advisory, legal, accounting, consulting and other advisory fees, severance/retention employee benefit-related costs and other regulatory fees and other costs relating to the mergers regardless of whether the mergers are completed;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•We may be subject to legal proceedings related to the potential delay of, or failure to complete, the mergers;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•We may experience disruption to our business resulting from the pendency of the mergers, including adverse changes in relationships with, or loss of, customers, business partners and employees, which may not be reversible and may continue or even intensify in the event the mergers are delayed or not completed;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•We may experience negative reactions to the mergers, including if the mergers are not completed, from the financial markets, including negative impacts on the market price of our common stock; and
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•Under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the mergers, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if not subject to these restrictions.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEIn addition to the above risks, if the Merger Agreement is terminated under specified circumstances, either K-C or Kenvue may be required to pay the other a termination fee of $1.136 billion if (i) Kenvue or K-C, as applicable, terminates the Merger Agreement because the K-C board or Kenvue board of directors, as applicable, made an adverse recommendation change or (ii) the Merger Agreement is terminated after the outside date or because of a terminable breach including a K-C or Kenvue takeover proposal, as applicable (made or publicly announced prior to termination or entered into within twelve months of such termination).
Litigation relating to the mergers could result in an injunction delaying or preventing the closing of the mergers and/or substantial costs or otherwise negatively affect our business and operations.
Following the announcement of the mergers, certain complaints related to the mergers and the related joint proxy statement/prospectus were filed. Additional stockholder complaints, including stockholder class action complaints, and other complaints may be filed in the future against us, the K-C board, and others in connection with the mergers. The outcome of such litigation cannot be predicted, including the potential costs of defense or other liabilities that may arise. Future lawsuits that may be filed could delay or prevent the mergers, divert the attention of our management and employees from their day-to-day business or otherwise adversely affect our business, results of operations or financial condition and cause us not to realize, or delay in realizing, some or all of the benefits we expect to achieve upon completion of the mergers.
We will continue to incur substantial transaction-related costs in connection with the mergers.
We have incurred significant financial advisory, legal, accounting, consulting and other advisory fees, severance/retention employee benefit-related costs and other regulatory fees and other costs relating to the mergers. We have incurred, and expect to continue to incur, additional costs in connection with the satisfaction of the various conditions to closing of the mergers. If there is any delay in the consummation of the mergers, these costs could increase significantly.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEIf the mergers are completed, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the mergers, which could adversely affect the value of the common stock held by our stockholders.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEThe success of the combined company will depend, in part, on the ability of the combined company to realize the anticipated benefits and cost savings from combining K-C’s and Kenvue’s respective businesses, including operational and other synergies that we believe the combined company will be able to achieve. The anticipated benefits and cost savings of the mergers may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Risks that may be associated with the combined company include, among others, the risks related to market fluctuations, failure of integration, unforeseen liabilities, employee and customer retention and increased indebtedness.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEThe market price of our common stock will continue to fluctuate after the mergers.
The market price of our common stock may fluctuate significantly following the closing of the mergers and holders of our common stock could lose some or all of the value of their investment. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, our common stock, regardless of our actual operating performance.
The market price of our common stock after the closing of the mergers may be affected by factors different from those that historically have affected or currently affect our common stock or Kenvue common stock.
Our financial position after the closing of the mergers may differ from our financial position before the closing of the mergers, and our results of operations or cash flows after the closing of the mergers may be affected by factors different from those currently affecting our financial position or results of operations or cash flows, or those of Kenvue. Accordingly, the market price and performance of our common stock after the closing of the mergers likely will be different from the performance of our common stock or Kenvue common stock in the absence of the mergers. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common stock, regardless of our actual operating performance.
The failure to integrate the businesses and operations of K-C and Kenvue successfully in the expected time frame may adversely affect the future results of the combined company.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEK-C and Kenvue have operated and, until the closing of the mergers, will continue to operate independently. Following the closing of the mergers, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of key K-C employees or key Kenvue employees, the loss of customers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with and following the closing of the mergers or higher-than-expected integration costs and an overall post-closing integration process that takes longer
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEthan originally anticipated. Specifically, the following challenges, among others, must be addressed in integrating the operations of K-C and Kenvue in order to realize the anticipated benefits of the mergers:
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•Combining the companies’ operations and corporate functions and the resulting difficulties associated with managing a larger, more complex, diversified business and a larger portfolio of products;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•Combining the businesses of K-C and Kenvue in a manner that permits the combined company to achieve the cost savings and operating synergies anticipated to result from the mergers;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•Integrating personnel from the two companies and minimizing the loss of key employees;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•Harmonizing the companies’ operating practices, employee development and compensation programs, internal controls, compliance and other policies, procedures and processes;
Similar paragraph at 1 of 31 other Consumer staples companies: KVUE•Maintaining existing agreements with customers, service providers, vendors and other business counterparties and avoiding delays in entering into new agreements with prospective customers, service providers, vendors and other business counterparties;
•Addressing possible differences in business backgrounds, corporate cultures and management philosophies; and
•Consolidating the companies’ operating, administrative and information technology infrastructure and financial systems.
In addition, at times, the attention of certain members of either company’s or both companies’ management and other resources may be focused on the closing of the mergers and the integration of the two businesses and as such diverted from day-to-day business operations or other opportunities that may be beneficial to either company, which may disrupt either company’s ongoing operations and the operations of the combined company.
The mergers may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties and may result in the termination of existing contracts.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEFollowing the mergers, some of the customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties of K-C or Kenvue may terminate or scale back their current or prospective business relationships with the combined company. In addition, K-C and Kenvue have contracts with customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties that may require K-C or Kenvue to obtain consents from these other parties in connection with the mergers, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, service providers, suppliers, vendors, joint venture participants or other business counterparties are adversely affected by the mergers, or if the combined company loses the benefits of the contracts of K-C or Kenvue, the business, financial condition, cash flows or results of operations of the combined company could be materially and adversely affected.
Similar paragraph at 1 of 31 other Consumer staples companies: KVUEThe indebtedness of the combined company following consummation of the mergers will be substantially greater than K-C’s indebtedness on a standalone basis and greater than the combined indebtedness of K-C and Kenvue, in each case, existing prior to the announcement of the Merger Agreement. The indebtedness of the combined company could adversely affect its business flexibility.
As of December 31, 2025, we had approximately $7.2 billion of outstanding indebtedness. We expect to incur acquisition-related debt financing to fund the Cash Consideration (as defined in Item 8, Note 4 to the Consolidated Financial Statements) in addition to any existing indebtedness of Kenvue we assume following consummation of the mergers. We are reviewing the treatment of Kenvue’s existing indebtedness and may, but are not obligated to refinance, repurchase, redeem, exchange or otherwise terminate all or a portion of Kenvue’s existing indebtedness in connection with or following the consummation of the mergers. We and/or Kenvue may also conduct one or more
exchange offers, offers to purchase and/or consent solicitations, but no decisions with respect thereto have been made as of the issuance of these financial statements.
The combined company’s substantially increased indebtedness will reduce its flexibility to respond to changing business and economic conditions, and could have adverse effects on its financial condition, cash flows or results of operations, including by:
•Imposing additional cash requirements on the combined company in order to support interest payments, which would reduce the amount available to fund its operations and other business activities;
•Increasing the combined company’s borrowing costs and the risk of default on debt obligations of the combined company;
•Increasing the vulnerability of the combined company to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its business;
•Limiting the ability of the combined company to sell assets, engage in strategic transactions, declare and pay dividends or obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes;
•Limiting the flexibility of the combined company in planning for or reacting to changes in its business and the industry in which it operates;
•Increasing the exposure of the combined company to a rise in interest rates, which would generate greater interest expense to the extent the combined company does not have applicable interest rate fluctuation hedges; and
•Reducing funds available to engage in investments in product development, capital expenditures, dividend payments, share repurchases and other activities, thereby creating competitive disadvantages for K-C relative to other companies with lower debt levels.
In connection with the debt refinancing related to the mergers, we expect to seek ratings of the indebtedness of the combined company from one or more nationally recognized credit rating agencies. Such credit ratings would reflect each rating organization’s opinion of the combined company’s financial strength, operating performance and ability to meet its debt obligations. Such credit ratings may affect the cost and availability of future borrowings and, accordingly, our cost of capital. There can be no assurance that the combined company will achieve a particular rating or maintain a particular rating in the future.
In addition, the combined company’s ability to arrange additional financing or refinancing of this existing debt will depend on, among other factors, its financial condition and performance, as well as prevailing market conditions and other factors beyond its control. There can be no assurance that the combined company will be able to obtain additional financing or refinance existing debt on favorable terms or at all.
We may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to our results of operations in the future.
Similar paragraph at 1 of 31 other Consumer staples companies: SJMIn accordance with ASC 805, the mergers will be accounted for as an acquisition by K-C pursuant to the acquisition method of accounting for business combinations. Under the acquisition method of accounting, we will record the net tangible and identifiable intangible assets and liabilities of Kenvue and its subsidiaries as of the closing of the mergers, at their respective fair values. Our reported financial condition and results of operations for periods after the closing of the mergers will reflect Kenvue balances and results after the closing of the mergers but will not be restated retroactively to reflect the historical financial position or results of operations of Kenvue and its subsidiaries for periods prior to the mergers.
Under the acquisition method of accounting, the total purchase price will be allocated to Kenvue’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of the closing of the mergers, with any excess purchase price allocated to goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, we may be required to recognize material non-cash charges relating to such
impairment. Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.
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50 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
(a) Included in Current assets of discontinued operations for periods prior to the completion of the IFP Transaction.
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(a)Represents other deferred obligations determined to be separate of the divestiture, primarily relating to deferred TSA credits and post-closing accruals.
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(b)Fair value of retained equity interest represents a non-cash investing activity.
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(a)Other (income) and expense, net for the three and nine months ended September 30, 2026 includes the pre-tax gain recognized upon the completion of the IFP Transaction.
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(a)The Company ceased depreciating and amortizing the long-lived assets of the IFP Business upon classification as discontinued operations.
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As part of the IFP Transaction, we retained a 49 % non-controlling equity interest in the Arbex Joint Venture, which had an initial fair value of approximately $ 1.2 billion and is accounted for under the equity method of accounting. For the three months ended September 30, 2026, the Arbex Joint Venture's pre-tax loss was $ 54, and our share of the Arbex Joint Venture's net loss was $ 20, which is included in Share of net income of equity companies in the Condensed Consolidated Statements of Income.
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We granted long-term licenses to the Arbex Joint Venture for the use of certain of K-C's global brands, patents, and know-how in manufacturing for a period of up to 30 years (the "IFP Licensed IP Agreement"). Of the cash proceeds received from the IFP Transaction, approximately $ 444 was attributed to the IFP Licensed IP Agreement based on its estimated fair value. This deferred income will be recognized in Net sales over the contractual term of the agreement. For the three months ended September 30, 2026, license income related to the IFP Licensed IP Agreement was not material.
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Pursuant to the TSA, K-C will provide certain services to the Arbex Joint Venture, on an interim, transitional basis from and after the closing for an initial duration of 18 months, with certain extension rights provided therein. The remuneration to be paid for such services is generally intended to allow K-C to recover all of its costs and expenses of providing such services. For the three months ended September 30, 2026, we recognized $ 23 of cost reimbursements related to services provided under the TSA, which are included in Marketing, research and general expense as a direct offset to the costs incurred related to providing these services.
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Pursuant to the Supply Agreements, K-C will manufacture and supply certain products to the Arbex Joint Venture and, similarly, the Arbex Joint Venture will manufacture and supply certain products to K-C for a period of up to 36 months following the closing with certain extension rights provided therein. For the three months ended September 30, 2026, sales to the Arbex Joint Venture under the Supply Agreements resulted in Net sales and Cost of products sold of $ 23. K-C purchases from the Arbex Joint Venture were not material. Prior to the completion of the IFP Transaction, these transactions were eliminated in the consolidated financial statements as intercompany transactions.
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Amounts due from the Arbex Joint Venture and amounts due to the Arbex Joint Venture under the agreements described above were $ 41 and $ 17, respectively, as of September 30, 2026.
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On November 2, 2026, we completed the Kenvue Acquisition for Cash Consideration of approximately $ 6.7 billion. In respect of the Kenvue common stock issued and outstanding immediately prior to the effective time of the Kenvue Acquisition, we have delivered or caused to be delivered approximately 281.1 million shares of K-C common stock to Kenvue shareholders. The Cash Consideration was funded through a combination of cash on hand, proceeds from new debt issuance, and borrowings under our commercial paper program. See Note 12 for further information.
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On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. As a result, during the three months ended September 30, 2025, we recorded incremental tax charges of approximately $ 130 primarily relating to a valuation allowance on U.S. foreign tax credits generated in 2025 and prior. Of these total charges, approximately $ 96 was associated with the realizability of U.S. foreign tax credits generated prior to 2025.
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The effective tax rate for the three months ended September 30, 2026 and 2025 was 20.2 % and 45.4 %, respectively, and 27.5 % and 30.6 % for the nine months ended September 30, 2026 and 2025, respectively. The decreases relative to the prior periods were primarily driven by the valuation allowance charges relating to the enactment of OBBBA discussed above.
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(c) Included in Other (income) and expense, net, as part of the gain recognized on the IFP Transaction during the third quarter of 2026 and reported within Income from Discontinued Operations, Net of Income Taxes (see Note 3).
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On October 29, 2026, we completed a private offering (the "Offering") of senior unsecured notes (the "Notes") in an aggregate principal amount of $ 4.9 billion. The Notes consist of $ 750 of 5.10 % Notes due 2028, $ 1.0 billion of 5.30 % Notes due 2029, $ 1.25 billion of 5.45 % Notes due 2031, $ 750 of 5.65 % Notes due 2034 and $ 1.15 billion of 5.80 % Notes due 2036. We used the net proceeds from the Offering, together with cash on hand and borrowings under our commercial paper program of approximately $ 1.0 billion, to fund the Cash Consideration and related fees and expenses of the Kenvue Acquisition.
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On October 30, 2026, in connection with the Kenvue Acquisition, our Board of Directors approved the Kenvue Integration Program (the "Program") which is intended to achieve certain operating profit synergies by 2030. Actions contemplated under the Program commenced on November 2, 2026 and are expected to be completed by
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December 31, 2029. The Program is expected to result in cumulative pre-tax charges of approximately $ 3.1 billion ($ 2.5 billion cash and $ 0.6 billion non-cash) over this period, with cash charges primarily related to supply chain network optimization (approximately $ 800 ), enterprise resource planning and technology integration (approximately $ 600 ), workforce optimization (approximately $ 400 ), advisory services (approximately $ 400 ) and program management and other restructuring and integration costs (approximately $ 300 ). Non-cash charges are primarily related to supply chain network optimization.
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On November 2, 2026, we completed the Kenvue Acquisition for Cash Consideration of approximately $ 6.7 billion. In respect of the Kenvue common stock issued and outstanding immediately prior to the effective time of the Kenvue Acquisition, we have delivered or caused to be delivered approximately 281.1 million shares of K-C common stock to Kenvue shareholders. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. Given the close proximity between the transaction closing date and the filing of this Quarterly Report on Form 10-Q, the preliminary purchase price allocation is not yet complete. The initial accounting for this acquisition, including the determination of the estimated fair value of converted Kenvue equity awards attributable to pre-combination service and the purchase price allocation, will be provided in our Annual Report on Form 10-K for the year ending December 31, 2026. Kenvue's results will be included in our consolidated financial statements from the acquisition date.
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In connection with the Kenvue Acquisition, on November 4, 2026, we completed the previously announced exchange offers and consent solicitations for Kenvue's $7.0 billion aggregate principal amount of outstanding senior notes (the "Kenvue Notes"). Holders of Kenvue Notes validly tendered approximately $6.4 billion, or approximately 91.1%, of the Kenvue Notes and, on November 4, 2026, we issued a like-amount of new senior notes. The aggregate principal amount of Kenvue Notes that remained outstanding following the settlement of the exchange offers was approximately $0.6 billion and will be reflected in our consolidated total debt following the acquisition.
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On November 2, 2026, we completed the Kenvue Acquisition for Cash Consideration of approximately $6.7 billion. In respect of the Kenvue common stock issued and outstanding immediately prior to the effective time of the Kenvue Acquisition, we have delivered or caused to be delivered approximately 281.1 million shares of K-C common stock to Kenvue shareholders. The Cash Consideration was funded through a combination of cash on hand, proceeds from new debt issuance, and borrowings under our commercial paper program.
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On October 30, 2026, in connection with the Kenvue Acquisition, our Board of Directors approved the Kenvue Integration Program (the "Program") which is intended to achieve certain operating profit synergies by 2030. Actions contemplated under the Program commenced on November 2, 2026 and are expected to be completed by December 31, 2029. The Program is expected to result in cumulative pre-tax charges of approximately $3.1 billion ($2.5 billion cash and $0.6 billion non-cash) over this period, with cash charges primarily related to supply chain network optimization (approximately $800), enterprise resource planning and technology integration (approximately $600), workforce optimization (approximately $400), advisory services (approximately $400) and program management and other restructuring and integration costs (approximately $300). Non-cash charges are primarily related to supply chain network optimization.
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Percent Change in Adjusted Operating Profit Volume Net Price Input Costs Other Manufacturing Costs(a) Currency Translation Other(b) Total(c)
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operating cash flows and the timing of customer receipts and payments for items such as pension contributions, dividends and income taxes.
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On October 29, 2026, we completed a private offering (the "Offering") of senior unsecured notes (the "Notes") in an aggregate principal amount of $4.9 billion. The Notes consist of $750 of 5.10% Notes due 2028, $1.0 billion of 5.30% Notes due 2029, $1.25 billion of 5.45% Notes due 2031, $750 of 5.65% Notes due 2034 and $1.15 billion of 5.80% Notes due 2036. Subsequently on November 2, 2026, we completed the Kenvue Acquisition for Cash Consideration of approximately $6.7 billion. In respect of the Kenvue common stock issued and outstanding immediately prior to the effective time of the Kenvue Acquisition, we have delivered or caused to be delivered approximately 281.1 million shares of K-C common stock to Kenvue shareholders. We used the net proceeds from the Offering, together with cash on hand and borrowings under our commercial paper program of approximately $1.0 billion, to fund the Cash Consideration and related fees and expenses of the Kenvue Acquisition.
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Additionally, we completed the previously announced exchange offers and consent solicitations for Kenvue's $7.0 billion aggregate principal amount of outstanding senior notes (the "Kenvue Notes"). Holders of Kenvue Notes validly tendered approximately $6.4 billion, or approximately 91.1%, of the Kenvue Notes and, on November 4, 2026, we issued a like-amount of new senior notes. The aggregate principal amount of Kenvue Notes that remained outstanding following the settlement of the exchange offers was approximately $0.6 billion and will be reflected in our consolidated total debt following the acquisition. See Item 1, Note 12 to the Unaudited Interim Condensed Consolidated Financial Statements for further information regarding the Offering and exchange of Kenvue Notes.
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Certain matters contained in this report concerning our plans and expectations regarding the integration of Kenvue, which we acquired on November 2, 2026, including anticipated synergies, cost savings, integration costs and the timing thereof, the Kenvue Integration Program, including estimates of charges, that we expect to incur in connection with the Kenvue Integration Program, and the timing thereof, the International Family Care and Professional ("IFP") joint venture (the "Arbex Joint Venture") transaction with Suzano ("IFP Transaction"), 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, our indebtedness, including indebtedness incurred or assumed in connection with the Kenvue Acquisition, and anticipated deleveraging, growth initiatives, innovations,
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• Unrealized (Gains) Losses on Commodity Hedges - Mark‑to‑market impacts from undesignated commodity derivatives utilized to mitigate price volatility for forecasted transactions. These mark-to-market impacts are excluded until the related gains and losses are realized in order to facilitate comparisons of our underlying operating performance across periods.
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• Equity Company Adjustments - Kimberly-Clark's proportionate share of charges recognized by the Arbex Joint Venture formed as part of the completion of the IFP Transaction for certain acquisition-related accounting impacts and restructuring charges.
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• U.S. Tax Reform Related Matters (OBBBA) - In 2025, we recognized a valuation allowance on prior year U.S. foreign tax credits as a result of provisions within the One Big Beautiful Bill Act ("OBBBA") that impact our ability to use credits.
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Our business faces many risks and uncertainties that we cannot control. The risk factors described in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by the below risk factors, should be carefully considered, together with the other information contained in this Quarterly Report on Form 10-Q and in our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Other risks that we do not presently know about or that we presently believe are not material could also adversely affect us. The risk factors described below update the risk factors disclosed in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, to include additional information.
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We may encounter difficulties integrating our and Kenvue’s businesses and operations and, therefore, may fail to realize the projected benefits and cost savings of the Kenvue Acquisition, which could adversely affect the value of our common stock. The significant additional indebtedness that we incurred and our issuance of additional shares in connection with the Kenvue Acquisition could have negative consequences.
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We are in the process of integrating a large number of manufacturing, operational and administrative systems to achieve consistency throughout the combined company, including with respect to human capital management, portfolio rationalization, finance and accounting systems, sales operations and product distribution, pricing systems and methodologies, data security systems, compliance programs and internal controls processes. This integration is a complex, costly and time-consuming process. If any difficulties in the integration of our operations were to occur, they could adversely affect our business, including, among other ways, causing a failure to meet demand for our products, or adversely affect our ability to meet our financial reporting obligations. Inconsistencies in standards, controls, procedures and policies may adversely affect our ability to maintain relationships with customers, suppliers, distributors, alliance partners, and creditors.
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The success of the combined company will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining K-C’s and Kenvue’s respective businesses, including operational and other synergies that we believe the combined company will be able to achieve. The anticipated benefits and cost savings of the Kenvue Acquisition may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. If we are unable to successfully combine the businesses in an efficient, cost-effective manner within the anticipated timeframe, the projected benefits and cost savings may not be realized fully or may take longer to realize than expected and our business may be unable to grow as planned, which could materially impact our business, cash flow, financial condition or results of operations as well as adversely impact our share price.
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We have incurred significant financial advisory, legal, accounting, consulting and other advisory fees, severance/retention employee benefit-related costs, regulatory fees and other costs relating to the Kenvue Acquisition. We expect to continue to incur substantial non-recurring costs in connection with integrating the operations of K-C and Kenvue, including costs to replace services and manufacturing that Kenvue currently receives from Johnson & Johnson ("J&J") under transitional arrangements.
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The Kenvue Acquisition increased the amount of our debt resulting in additional interest expense. Furthermore, additional cash will be required for any dividends declared due to the additional shares issued in connection with the Kenvue Acquisition. Both of these factors could reduce our financial flexibility to continue capital investments, develop new products and declare future dividends.
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Events outside our control, including changes in regulation and laws as well as economic trends, also could adversely affect our ability to realize the expected benefits from this acquisition.
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Concerns about the reliability, safety, or efficacy of our products or their ingredients could result in litigation, regulatory action, reputational damage, product recalls, product reformulations, or product withdrawals, which could adversely affect us.
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Concerns about the reliability, safety or efficacy of our products or their ingredients could result in governmental investigations, regulatory action (including the shutdown of manufacturing facilities), private claims and lawsuits, recalls, reformulations, significant remediation and related costs, safety alerts, marketing prohibitions, product shortages, declining sales or reputational damage. This is true whether the concerns are raised internally or by litigants, regulators, consumer advocacy groups or others, and whether or not they are based on sound scientific or factual evidence. These risks have increased as a result of the Kenvue Acquisition, which added a significant
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portfolio of OTC medicines and skin health products to our business. Kenvue has in the past paid, and we may be required in the future to pay, for losses or injuries purportedly caused by its products. If a product or ingredient is perceived or found to be contaminated, tampered with, defective, ineffective, or unsafe, we may need to recall, reformulate or withdraw the product. Product liability insurance and other applicable insurance policies may not be available on acceptable terms or may not be sufficient to cover our losses.
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Recalls, reformulations and withdrawals of various sizes have occurred across Kenvue’s business segments and may occur in the future. Scrutiny of the ingredients in our products, including scrutiny that starts on digital or social media platforms, may restrict or prevent our use of those ingredients or require remedial action. That could cause us to incur significant costs, particularly if we reformulate or withdraw the affected products, or could lead to litigation. For example, regulators including the Federal Drug Administration ("FDA") and the European Medicines Agency have issued guidance on assessing and controlling nitrosamine impurities in medicines, and we are reviewing Kenvue’s product portfolio under that guidance.
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In addition, in September 2023, the FDA's Nonprescription Drugs Advisory Committee (the "NDAC") concluded that the scientific data did not support the effectiveness of orally administered phenylephrine ("PE") at the recommended dosage as a nasal decongestant. PE is an ingredient in certain Kenvue products, including Sudafed PE and Tylenol Cold & Flu. In November 2024, the FDA proposed removing oral PE from the applicable OTC monograph, which, if finalized, could require us to reformulate or remove affected products from the market. Following the NDAC’s determination, putative class actions were filed against Kenvue and its affiliates, asserting claims including violations of consumer protection statutes and federal securities laws, negligence, and unjust enrichment. These developments could result in substantial litigation costs or liabilities, reduced sales, or other adverse effects on our business.
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Separately, claims for personal injury have been made against Kenvue Brands LLC (formerly known as Johnson & Johnson Consumer Inc.), now our subsidiary, along with other sellers of acetaminophen-containing products, alleging that in utero exposure to acetaminophen, the active ingredient in Tylenol®, is associated with the development of autism spectrum disorder and/or attention-deficit/hyperactivity disorder in children. Additional product liability lawsuits continue to be filed, and related matters include citizens' petitions and a lawsuit filed by the Attorney General of Texas. We continue to receive information with respect to potential costs and the anticipated number of cases. At this stage, we are unable to reasonably estimate the likelihood or magnitude of potential liability arising from these matters. Adverse outcomes, significant settlements or judgments, or the costs of defending these matters could be substantial. Moreover, governmental statements, labeling changes and adverse publicity relating to acetaminophen, whether or not supported by sound scientific evidence and whether or not directed at our products, may impact sales of Tylenol® and other acetaminophen-containing products, damage the reputation of our brands and increase the risk of future claims, any of which could adversely affect our business, results of operations, cash flows or financial condition.
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These are not the only such matters, and future matters may be of similar, greater, or lesser significance.
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Kenvue’s historical relationship with J&J exposes us to increased risks, including in relation to reliance on J&J under transitional agreements, indemnification obligations to J&J and the possibility that J&J’s indemnities to us, including for talc-related liabilities, will not be sufficient.
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Kenvue was separated from J&J in 2023 and continues to depend on J&J for certain manufacturing and other services. Under a transition manufacturing agreement, J&J supplies specified products or components, including Motrin®, Tylenol® and Zyrtec®. Any failure or delay by J&J in performing these services could impair our ability to deliver quality products in necessary quantities, damage our brands and increase our costs. As these agreements expire, we must transition the relevant manufacturing and services to our own operations or to third parties, which is complex, time-consuming and costly and could increase the risk of manufacturing defects or quality control issues. In addition, pursuant to the separation agreement, certain assets and liabilities, including of Kenvue’s operations in China, and certain contracts, permits and licenses have not yet been transferred from J&J in order to ensure compliance with applicable law, to obtain necessary governmental approvals and other consents, and for other business reasons, and such transfers may be significantly delayed or may not occur. Prior to such transfer, the net profits or losses from the operation of such business will, to the extent reasonably practicable and permitted by applicable law, be provided to us.
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The separation agreement and other agreements between Kenvue and J&J provide for indemnification obligations for uncapped amounts (reduced by any insurance proceeds or other third-party proceeds that the party being indemnified receives), designed to make Kenvue financially responsible for substantially all liabilities relating to its business activities, whether incurred before or after the separation. As one example, J&J has received demands for
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indemnification for legal claims related to OTC Zantac (ranitidine) products sold by third parties in the United States, and Kenvue has agreed to indemnify J&J for such claims. Kenvue also has obligations to indemnify J&J and certain underwriting banks in pending securities litigation about disclosures relating to oral PE made in connection with Kenvue's 2023 IPO and J&J's subsequent exchange offer. Conversely, J&J has retained, and agreed to indemnify Kenvue for certain liabilities, including relating to talc and talc-containing products sold in the United States and Canada. However, third parties have sought, and may continue to seek, to hold our subsidiaries responsible for liabilities J&J has retained, J&J’s indemnity may not be sufficient to cover the full amount of such liabilities, J&J’s ability to satisfy its indemnification obligations could be impaired, and J&J’s insurance policies may not be available to us. In addition, pursuant to Kenvue’s separation agreement with J&J, J&J’s self-funded insurance policies are not available to us, and J&J’s third-party insurance policies may not be available to us, for liabilities associated with occurrences of indemnified liabilities prior to Kenvue’s separation from J&J, and in any event J&J’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the separation. Furthermore, even where we are ultimately entitled to indemnification, we may be required to bear losses temporarily. In addition, J&J’s indemnity does not cover talc-related liabilities arising from products sold outside the United States and Canada, which remain our responsibility. Kenvue is currently subject to talc-related claims outside the United States and Canada, including in the United Kingdom, and we cannot reasonably estimate the likelihood or magnitude of potential liability arising from these claims. Any of these matters could adversely affect our business, results of operations, cash flows or financial condition.
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As a result of the Kenvue Acquisition, we are now subject to additional risks relating to the production and sale of OTC drug and other healthcare products.
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Following the Kenvue Acquisition, a significant portion of our business consists of OTC medicines and other healthcare products, which are subject to extensive regulation by the FDA, the U.S. Federal Trade Commission, the U.S. Drug Enforcement Administration and other federal, state and foreign authorities. We and our third-party manufacturers must register facilities with these authorities and manufacture products in accordance with current Good Manufacturing Practice ("cGMP") requirements. Compliance with these requirements necessitates substantial expenditures across training, recordkeeping, production, quality control and quality assurance. A failure to comply with cGMP or other requirements at our facilities or those of our third-party partners could result in warning letters, product recalls or seizures, facility shutdowns, fines, injunctions or other regulatory action. We have not historically operated an OTC drug business of this scale, and we must integrate Kenvue’s quality and regulatory systems into our broader operations. In addition, new or more stringent laws or regulations, more restrictive interpretations of existing laws or regulations, or increased enforcement actions could increase our ongoing costs of global compliance, alter the environments in which we do business, or otherwise adversely affect our business, results of operations, or financial condition. A finding that we are in violation of, or out of compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, injunctions, or product recalls, or criminal sanctions, any of which could adversely affect our business, results of operations, or financial condition.
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Exhibit No. (10)v. Joi nt Ven ture Agreement Dated July 1, 2026 Among Suzano S.A., Kimberly-Clark Corporation and Certain of their Respected Aff iliated Entities, filed herewith.
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Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 12, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
The first 13 of 18 are shown (at most 12 of each type).
Work on KMB in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/KMB/export.csv") into a cell.
