KMB SEC Filings

Kimberly-Clark 8-K Report, Material Agreement (Nov 4, 2026)

Kimberly-Clark 8-K Report, Acquisition Completed (Nov 2, 2026)

On November 2, 2026, Kimberly-Clark Corporation completed its previously announced acquisition of Kenvue Inc. under a Merger Agreement dated November 2, 2025. Kenvue became a wholly owned subsidiary and was then merged into Kenvue LLC. Kenvue common stockholders received 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash per share, and the filing states that Kimberly-Clark delivered or is obligated to deliver approximately 281,060,840 shares in aggregate. Three Kenvue directors (Richard E. Allison, Jr., Larry J. Merlo and Kirk L. Perry) joined the Kimberly-Clark Board, and Mae C. Jemison, Christa S. Quarles and Jaime Ramirez resigned. The company also approved a Kenvue Integration Program, expected to run from November 2, 2026 through December 31, 2029, with cumulative pre-tax charges of approximately $3.1 billion ($2.5 billion cash and $0.6 billion non-cash) and about $1.4 billion of related capital expenditures. The program is intended to achieve operating profit synergies by 2030. Separately, one-time premium-priced stock option awards were approved for executives and eligible employees, with a grant date of December 1, 2026, and an exercise price equal to the greater of $120.00 and 110% of the closing price on the grant date. Amended By-Laws also took effect upon the closing. The accompanying press release reaffirms anticipated run-rate synergies of approximately $2.1 billion, consisting of about $1.9 billion in cost synergies captured within three years of close and about $500 million in incremental profit from revenue synergies, partially offset by about $300 million of reinvestment, captured within four years. The combined company will operate four segments, and the release describes 10 billion-dollar brands.

Kimberly-Clark 8-K Report, Material Agreement (Oct 29, 2026)

On October 29, 2026, Kimberly-Clark Corporation completed a private offering of $4.9 billion aggregate principal amount of senior unsecured notes in five tranches: $750 million of 5.100% Notes due 2028, $1.0 billion of 5.300% Notes due 2029, $1.25 billion of 5.450% Notes due 2031, $750 million of 5.650% Notes due 2034, and $1.15 billion of 5.800% Notes due 2036. The notes rank equally with the company's existing and future unsecured senior indebtedness, including its existing senior notes. The offering was conducted in connection with the company's previously announced proposed acquisition of Kenvue Inc. The company intends to use the net proceeds, together with cash on hand and/or commercial paper borrowings, to fund the cash consideration for the Acquisition and to pay related fees and expenses, with any remaining proceeds for general corporate purposes. The filing describes a special mandatory redemption feature: if the Acquisition has not been consummated within five business days after the later of May 31, 2027 or any later Outside Date agreed by the parties, or if the company notifies the trustee it will not pursue the Acquisition, the company must redeem all notes at 101% of principal plus accrued and unpaid interest. Kenvue's existing senior notes are subject to exchange offers commenced September 28, 2026, and the notes will be fully and unconditionally guaranteed by Kenvue under specified circumstances. The company also entered a registration rights agreement requiring commercially reasonable efforts to complete a registered exchange offer within 365 days after the Acquisition closes, with additional interest payable if it fails to do so. Separately, the remaining $3.9 billion of commitments under the November 2025 bridge loan Debt Commitment Letter with JPMorgan Chase Bank, N.A. terminated on October 29, 2026, as a result of the net cash proceeds from the notes. Previously, $3.8 billion of those commitments had been terminated on December 9, 2025, in connection with new revolving and delayed draw term loan credit agreements.

Kimberly-Clark 8-K Report, Corporate Update (Oct 28, 2026)

Kimberly-Clark Corporation (NASDAQ: KMB) reported in this Form 8-K, dated October 27, 2026, that it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Kenvue Inc. (NYSE: KVUE) for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes. The expiration date moved from 5:00 p.m. New York City time on October 27, 2026 to 5:00 p.m. New York City time on November 2, 2026, and may be extended further. The Exchange Offers are conditioned, among other things, on the consummation of Kimberly-Clark's pending acquisition of Kenvue, a condition that Kimberly-Clark may not waive. As of 5:00 p.m. on October 27, 2026, holders had validly tendered Kenvue notes across all seven series, with tender levels ranging from 73.93% of the 5.050% Senior Notes due 2028 to 98.54% of the 5.050% Senior Notes due 2053. On October 9, 2026, the early participation date, requisite consents were received to adopt amendments to the Kenvue indenture, and a supplemental indenture was executed. Those amendments become operative only when the Exchange Offers settle, which is expected promptly after the Expiration Date. The Kimberly-Clark notes are being offered privately to qualified institutional buyers and eligible non-U.S. persons, and have not been registered under the Securities Act. The filing also amends the offering memorandum dated September 28, 2026 to incorporate Kenvue's unaudited consolidated financial statements for the three and nine months ended September 27, 2026 and September 28, 2025, which will be included in Kenvue's Form 10-Q. The press release (Exhibit 99.1) states that no party is making a recommendation on whether holders should tender their Kenvue notes.

Kimberly-Clark 8-K Report, Corporate Update (Oct 20, 2026)

On October 19, 2026, Kimberly-Clark Corporation priced a private offering of senior unsecured notes with a combined aggregate principal amount of $4.9 billion, issued in five tranches maturing in 2028, 2029, 2031, 2034 and 2036, with coupons from 5.100% to 5.800%. The company expects the offering to close on or about October 29, 2026, subject to customary closing conditions. The notes are being sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and they have not been registered under the Securities Act. The proceeds are intended to fund the cash consideration for the proposed acquisition of Kenvue Inc., expected to be completed in the fourth quarter of 2026, along with related fees and expenses. Any remaining proceeds are expected to be used for general corporate purposes. Kimberly-Clark may also use cash on hand and/or borrowings under its commercial paper program. The offering is not conditioned on completion of the acquisition. If the acquisition is not consummated by five business days after the later of May 31, 2027 or any later Outside Date agreed by the parties, or if Kimberly-Clark notifies the trustee that it will not pursue the acquisition, the company must redeem all notes at 101% of principal plus accrued and unpaid interest. Separately, Kimberly-Clark commenced exchange offers and consent solicitations for Kenvue's existing senior notes on September 28, 2026. If specified conditions are met, the new notes will be fully and unconditionally guaranteed by Kenvue. Completion of the exchange offers is not guaranteed on the described terms or at all.

Kimberly-Clark 8-K Report, Financial Results (Oct 15, 2026)

Kimberly-Clark Corporation reported preliminary, unaudited estimates for the three months ended September 30, 2026, alongside a Form 8-K press release reaffirming its 2026 outlook. Estimated net sales were $4,134 million, compared with $4,150 million in the prior-year quarter. Organic Sales Growth was (1.3)%, compared with 2.5% a year earlier. Reported operating profit was $516 million, compared with $621 million, while adjusted operating profit was $677 million, compared with $683 million. Deloitte & Touche LLP has not audited or reviewed these figures, and management notes that results may change during the quarter-end close. Earnings per share diverged sharply depending on the measure. Diluted EPS attributable to Kimberly-Clark was estimated at $5.37, versus $1.34, which the filing attributes largely to a $4.33 per-share IFP Transaction gain excluded from adjusted results. Adjusted EPS attributable to Kimberly-Clark was estimated at $1.70, versus $1.82. Adjusted EPS from continuing operations was $1.70, versus $1.45. Non-GAAP adjustments for the quarter included $106 million of Kenvue Acquisition costs at the operating profit level. Cash and cash equivalents were estimated at $1,874 million, compared with $617 million. The company stated that its 2026 outlook is unchanged. It expects Organic Sales Growth about 100 basis points below its weighted average category growth, reflecting roughly 100 basis points of impact from previously disclosed China social media disruptions. It expects adjusted operating profit to grow mid-single digits, and adjusted EPS from continuing operations to grow high single digits, both on a constant-currency basis. It expects adjusted EPS attributable to Kimberly-Clark to decline at a low single-digit rate on a constant-currency basis. The outlook excludes the pending Kenvue Acquisition, divestitures, and unidentified items. Final third-quarter and nine-month results are scheduled for release on November 5, 2026.

Kimberly-Clark 8-K Report, Corporate Update (Oct 13, 2026)

Kimberly-Clark Corporation (NASDAQ: KMB) reported in this Form 8-K, filed October 13, 2026, the early tender results of its exchange offers and consent solicitations for notes issued by Kenvue Inc. (NYSE: KVUE), in connection with its pending acquisition of Kenvue. As of 5:00 p.m. New York City time on October 9, 2026 (the Early Participation Date), the requisite number of consents had been received to adopt proposed amendments to the Kenvue indenture for all outstanding series of Kenvue Notes. Kenvue has executed a supplemental indenture implementing the amendments, which become operative only upon settlement of the exchange offers. The amendments would eliminate substantially all restrictive covenants, eliminate certain Event of Default triggers (other than payment failures), eliminate the SEC reporting covenant, and remove certain restrictions on consolidation, merger, or asset conveyance for Kenvue. The exchange offers cover up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes plus cash, and are conditioned on consummation of the Acquisition, a condition that Kimberly-Clark may not waive. The consideration for holders who tendered by the Early Participation Date is $970 of new Kimberly-Clark notes, a $30 early participation premium in principal amount, and a $1.00 cash payment per $1,000 of Kenvue Notes, provided the holder still beneficially owns the notes at the Expiration Date. Holders who tender after the Early Participation Date through the Expiration Date will receive the exchange consideration and early participation premium but not the cash payment. The offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended, and settlement is not expected before November 2, 2026, with the Expiration Date expected to be extended to around the Acquisition closing. The Acquisition is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions. The new Kimberly-Clark notes have not been registered under the Securities Act and are offered only to qualified institutional buyers and certain non-U.S. persons. The filing states that no party makes any recommendation to holders on whether to tender or consent.

Kimberly-Clark 8-K Report, Executive Changes (Oct 1, 2026)

Kimberly-Clark Corporation filed this Form 8-K on October 1, 2026 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on September 29, 2026, Russell Torres, the Corporation's President and Chief Operating Officer, notified the Corporation that he will depart the company effective November 2, 2026, to pursue other opportunities. The filing is a brief executive-departure notice. It does not disclose a successor, interim arrangements, severance terms, or any change to financial guidance or results. The report was signed by Jeffrey P. Melucci, Chief Strategy, Business Development and Administrative Officer. For investors, the key takeaway is the planned exit of a senior operating executive, the President and Chief Operating Officer, within about a month of the notice. Investors may want to watch for further disclosure on succession and on how operating responsibilities will be reallocated.

Kimberly-Clark 8-K Report, Corporate Update (Sep 28, 2026)

Kimberly-Clark Corporation (NASDAQ: KMB) filed this Form 8-K under Item 8.01 (Other Events) and Item 9.01 to announce the commencement, in connection with the pending Kenvue merger, of exchange offers for any and all outstanding Kenvue Notes for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes and cash, together with consent solicitations to strip substantially all restrictive covenants and certain events of default from the Kenvue indentures. The exchange offers and consent solicitations are conditioned on consummation of the First Merger, which is expected in the fourth quarter of 2026, and the Acquisition condition cannot be waived by Kimberly-Clark. For each $1,000 principal amount of Kenvue Notes validly tendered by the October 9, 2026 Early Participation Date, eligible holders receive $970 principal of new Kimberly-Clark notes, a $30 early participation premium payable in new notes, and a $1.00 cash payment. Tenders after that date receive only the $970 exchange consideration. The offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended, and holders may not withdraw tenders after October 9, 2026. The filing also furnishes Kenvue's audited financial statements for fiscal 2025 (net sales of $15,124 million, net income of $1,470 million), its unaudited financial statements for the six months ended June 28, 2026 (net sales of $7,864 million, net income of $930 million), and Kimberly-Clark's unaudited pro forma condensed combined financial information. The pro forma statements show a preliminary purchase consideration of $34.7 billion and preliminary estimated goodwill of $13,326 million, and they contemplate $4.9 billion of permanent financing. Management describes the pro forma figures as preliminary and illustrative only, not indicative of future results.

Kimberly-Clark Quarterly Report for Q2 Ended Jun 30, 2026

Kimberly-Clark Corporation's second-quarter 2026 10-Q reports net sales of $4.19 billion for the three months ended June 30, 2026, up 0.6% from $4.16 billion, with organic sales growth roughly flat (a 0.1% decline). Operating profit rose to $633 million from $592 million, and diluted EPS from continuing operations was $1.22 versus $1.33 a year earlier. Adjusted diluted EPS was $1.80, up 10.4%, while net income attributable to Kimberly-Clark fell to $345 million from $509 million, reflecting a $60 million loss from discontinued operations driven by separation costs and tax charges tied to the IFP Transaction. For the six months, net sales were $8.35 billion (up 1.6%) and diluted EPS from continuing operations was $2.91 versus $2.72. The quarter was shaped by several items management highlighted: a China diaper social media disruption that significantly hurt sales in China, an estimated $150 million of incremental input costs for the rest of 2026 tied to Middle East conflict, and $109 million of Kenvue Acquisition costs in the quarter. Reported results also benefited from one-time tariff refunds and a $39 million Brazil tax credit benefit. The IFP Transaction with Suzano was completed on July 1, 2026, after the quarter end, with Kimberly-Clark expected to record a pre-tax gain of more than $1.0 billion in the third quarter. The pending Kenvue acquisition, expected to close in the second half of 2026, remains subject to foreign regulatory approvals. Balance sheet activity included $1.3 billion of IFP Term Loan Facility borrowings (non-recourse to Kimberly-Clark after closing), which reduced short-term borrowings, and total continuing-operations debt of $6.5 billion at June 30, 2026, down from $7.2 billion at year-end 2025. Cash provided by operations was $1.65 billion for the six months, helped by an insurance recovery and working capital changes, while capital spending rose to $776 million, and management expects full-year capital spending of about $1.3 billion. No shares were repurchased in the quarter.

Kimberly-Clark 8-K Report, Financial Results (Aug 4, 2026)

Kimberly-Clark Corporation reported second quarter 2026 results on August 4, 2026, with net sales of $4.2 billion, up 0.6 percent, and organic sales growth broadly in line with the prior year at negative 0.1 percent. Reported diluted EPS from continuing operations was $1.22, while adjusted EPS from continuing operations was $1.80, up 10.4 percent. Diluted EPS attributable to Kimberly-Clark was $1.04, and adjusted EPS attributable to Kimberly-Clark was $2.12, also up 10.4 percent. Results were supported by one-time tariff refunds and strong productivity savings, but were offset by business exits and a discrete disruption in China tied to false social media allegations about the quality of certain diaper brands, which the company says was independently refuted by government-certified testing. For the first half of 2026, net sales were $8.4 billion, up 1.6 percent, with organic sales growth of 1.2 percent. Year-to-date adjusted operating profit was $1.5 billion, up 4.9 percent, and adjusted EPS attributable to Kimberly-Clark was $4.09 compared with $3.85 a year earlier. Total debt from continuing operations fell to $6.5 billion at June 30, 2026, from $7.2 billion at December 31, 2025. Management updated its 2026 outlook. Organic sales growth is now expected to be approximately 100 basis points below its weighted average category growth, which the company states primarily reflects roughly 100 basis points of impact from the China social media disruption. Adjusted operating profit is expected to grow mid-single digits on a constant-currency basis, adjusted EPS from continuing operations is expected to grow high single digits, and adjusted EPS attributable to Kimberly-Clark is expected to see a low single digit decline on a constant-currency basis. The pending Kenvue acquisition is stated to remain on track to close by the end of 2026.

Kimberly-Clark 8-K Report, Shareholder Vote Results (May 14, 2026)

Kimberly-Clark Corporation held its 2026 Annual Meeting of Stockholders on May 14, 2026, and this Item 5.07 report discloses the final vote results on four proposals. Stockholders elected all 13 of the Corporation's director nominees, ratified Deloitte & Touche LLP as independent auditors for 2026, and approved the compensation of the named executive officers on an advisory basis. The filing states that stockholders did not approve the stockholder proposal to require an independent Board Chair. Support for the directors was broad but varied. Each nominee received between 229,430,259 and 240,670,346 votes for, with Michael D. Hsu receiving the most votes against (11,170,642) and the lowest votes for (229,430,259). Mae C. Jemison, M.D. received 236,407,419 votes for and 6,286,180 against, and Dunia A. Shive received 237,146,744 for and 5,488,424 against. The auditor ratification drew 271,479,168 votes for, 17,253,057 against and 807,439 abstentions. The advisory say-on-pay proposal received 227,376,231 votes for and 14,569,707 against, with 1,288,692 abstentions. The independent Board Chair proposal received 81,710,364 votes for and 159,903,197 against, with 1,621,025 abstentions, so it failed. Each director and advisory vote also recorded 46,305,035 broker non-votes. For investors, the results indicate that governance matters were settled in management's favor, with the separation of the Chair and CEO roles not supported by stockholders at this meeting.

Kimberly-Clark 8-K Report, Executive Changes (May 5, 2026)

Kimberly-Clark Corporation filed this Form 8-K under Item 5.02 to report a leadership change in its finance function. On May 1, 2026, Andrew Scribner, the Corporation's Vice President and Controller, notified the company that he will depart effective May 22, 2026 to pursue other opportunities. Upon Mr. Scribner's departure, Nelson Urdaneta, the Corporation's Senior Vice President and Chief Financial Officer, will serve as principal accounting officer on an interim basis, in addition to his current duties. The filing does not disclose any financial results, guidance, or compensation terms. It refers readers to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025 and its 2026 Proxy Statement for Mr. Urdaneta's business experience and other required information.

Kimberly-Clark 8-K Report, Financial Results (Apr 28, 2026)

Kimberly-Clark Corporation (Nasdaq: KMB) reported first quarter 2026 results on April 28, 2026, furnished under Item 2.02 via Exhibit 99.1. Net sales were $4.2 billion, up 2.7 percent, with organic sales growth of 2.5 percent, volume-plus-mix growth of 3.0 percent, and a 2.0 percent favorable currency impact partially offset by a 1.8 percent decline from the exit of the private label diaper business in the US. Reported operating profit rose to $753 million from $631 million, while adjusted operating profit was $732 million, up 3.7 percent. Gross margin was 36.8 percent, and adjusted gross margin was 37.9 percent, down 60 basis points year over year, as productivity savings were more than offset by pricing investments and cost inflation. Reported diluted EPS from continuing operations was $1.70, while adjusted EPS from continuing operations was $1.60, down 1.2 percent, mainly due to a higher adjusted effective tax rate of 26.2 percent versus 20.7 percent. Diluted EPS attributable to Kimberly-Clark was $2.00, and adjusted EPS attributable to Kimberly-Clark was $1.97, up 2.1 percent. Cash provided by operations was $745 million versus $327 million a year earlier, and total debt was $7.1 billion at March 31, 2026, down from $7.2 billion at December 31, 2025. Management reaffirmed its 2026 outlook, expecting organic sales growth in line to ahead of category and country growth, adjusted operating profit growth at a mid-to-high single-digit rate on a constant-currency basis, and adjusted EPS from continuing operations growth at a double-digit rate on a constant-currency basis. The company also flagged the pending Kenvue acquisition and the IFP transaction, which it expects to close in mid-2026, with proceeds to be used in part to fund the Kenvue acquisition.

Kimberly-Clark Quarterly Report for Q1 Ended Mar 31, 2026

Kimberly-Clark Corporation's first-quarter 2026 results show net sales of $4.16 billion, up 2.7% from $4.05 billion, with organic sales growth of 2.5% led by volume gains of 2.6%. Operating profit rose to $753 million from $631 million, but this was helped by a $120 million benefit from settling insurance claims tied to a previous acquisition. Adjusted operating profit increased 3.7% to $732 million, and adjusted diluted EPS declined 1.2% to $1.60 from $1.62, mainly because the adjusted effective tax rate rose to 26.2% from 20.7%. Reported diluted EPS from continuing operations was $1.70, up from $1.39. Net income attributable to Kimberly-Clark was $665 million, and total diluted EPS was $2.00 including discontinued operations. The filing describes two pending transactions. The Kenvue Acquisition, under which holders of Kenvue common stock will receive 0.14625 Kimberly-Clark shares plus $3.50 in cash per share, is expected to close in the second half of 2026 and remains subject to foreign regulatory approvals. The IFP Transaction, a joint venture with Suzano in which Suzano will acquire a 51% interest for approximately $1.7 billion, is expected to close in mid-2026. The IFP business is reported as discontinued operations. Management estimates incremental input costs of approximately $200 million for the rest of 2026 from Middle East conflict-related energy price volatility, assuming oil at $100 per barrel, before mitigation. Cash provided by operations rose to $745 million from $327 million, aided by an insurance recovery and working capital changes. Capital spending increased to $424 million from $204 million, and management expects full-year capital spending of approximately $1.3 billion. Short-term debt was $595 million at quarter-end, and total debt from continuing operations was $7.1 billion, compared with $7.2 billion at December 31, 2025. No shares were repurchased during the quarter.

Kimberly-Clark Annual Report, Year Ended Dec 31, 2025

Kimberly-Clark Corporation reported 2025 net sales from continuing operations of $16.45 billion, down 2.1% from $16.81 billion in 2024, with organic sales growth of 1.7% driven by volume gains of 2.5%, partially offset by lower pricing. Operating profit fell 12.9% to $2.35 billion, including $351 million of 2024 Transformation Initiative charges and a $32 million Kenvue Acquisition cost. Adjusted operating profit was $2.73 billion, in line with the prior year. Diluted EPS from continuing operations was $4.86 versus $6.41, and adjusted EPS was $6.12 versus $6.16. Net income attributable to Kimberly-Clark was $2.02 billion, and cash provided by operations declined to $2.78 billion from $3.23 billion. The company entered into a Merger Agreement on November 2, 2025 to acquire Kenvue, Inc. for 0.14625 Kimberly-Clark shares plus $3.50 cash per Kenvue share, with roughly 280 million shares and about $6.7 billion of merger consideration expected. Kimberly-Clark stockholders approved the share issuance on January 29, 2026, and the HSR waiting period expired February 4, 2026; completion is expected in the second half of 2026 subject to foreign regulatory approvals. The filing states that K-C stockholders would own about 54% of the combined company. Total debt from continuing operations was $7.2 billion at year-end, and the company arranged a $4.0 billion revolving credit facility and a $1.8 billion delayed draw term loan to fund the cash consideration. Also pending is the International Family Care and Professional (IFP) transaction, under which Suzano will acquire a 51% interest in a joint venture for approximately $1.7 billion, with Kimberly-Clark retaining 49%; closing is expected in mid-2026. IFP results are reported as discontinued operations, which contributed $400 million of net income in 2025.

Kimberly-Clark 8-K Report, Shareholder Vote Results (Jan 29, 2026)

Kimberly-Clark Corporation (KMB) reported in this Form 8-K filed January 29, 2026 that its stockholders approved the issuance of K-C common stock to Kenvue Inc. stockholders in connection with the proposed acquisition of Kenvue. The company held a virtual special meeting on January 29, 2026. Of 331,892,847 shares entitled to vote at the December 11, 2025 record date, 248,177,004 shares, or approximately 74.8%, were present or represented by proxy, constituting a quorum. The Issuance Proposal received 239,054,286 votes for, 8,439,618 against, 683,100 abstentions and no broker non-votes. The Adjournment Proposal was not submitted because sufficient votes were cast to approve the Issuance Proposal. The transaction is structured under a Merger Agreement dated November 2, 2025, in which a First Merger Sub merges into Kenvue, with Kenvue then merging into a Second Merger Sub, leaving Kenvue as a wholly owned subsidiary of K-C. A joint press release (Exhibit 99.1) states that, based on preliminary voting results, approximately 96% of shares present at K-C's special meeting voted to approve the share issuance, and approximately 99% of shares voted at Kenvue's special meeting voted to adopt the merger agreement, representing approximately 77% of all outstanding Kenvue shares. Final results are subject to certification by independent inspectors of elections and will be reported in separate Form 8-K filings. The companies state that the transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions. The press release describes the combined company as a global health and wellness leader.

Kimberly-Clark 8-K Report, Financial Results (Jan 27, 2026)

Kimberly-Clark Corporation reported fourth-quarter 2025 net sales of $4.1 billion, down 0.6 percent, as organic sales growth of 2.1 percent was offset by a 2.5 percent decline from the exit of its private label diaper business in the US. Operating profit rose to $507 million from $420 million, and adjusted operating profit increased 13.1 percent to $629 million on productivity gains and lower marketing, research and general expenses. Diluted EPS attributable to Kimberly-Clark was $1.50, compared with $1.34, and adjusted EPS was $1.86, up 24.0 percent. For full year 2025, net sales were $16.4 billion, down 2.1 percent, with organic sales growth of 1.7 percent. Adjusted operating profit was $2.7 billion, in line with the prior year, as efficiency gains were offset by gross profit headwinds from unfavorable pricing net of cost inflation and incremental tariff-related costs. Diluted EPS was $6.07, compared with $7.55, while adjusted EPS rose 3.2 percent to $7.53. Cash provided by operations was $2.8 billion, compared with $3.2 billion, and capital spending was $1.1 billion, compared with $721 million. For 2026, the company expects organic sales growth in line to ahead of the weighted average growth of the categories and countries it competes in, which grew approximately two percent in the latest year. It expects adjusted operating profit to grow at a mid-to-high single-digit rate on a constant-currency basis and adjusted EPS from continuing operations to grow at a double-digit rate on the same basis. Adjusted EPS attributable to Kimberly-Clark is expected to be flat on a constant-currency basis, reflecting lower income from discontinued operations as the IFP transaction is expected to close in mid-2026. The pending Kenvue acquisition remains subject to completion risks described in the filing.

Kimberly-Clark 8-K Report, Corporate Update (Jan 16, 2026)

Kimberly-Clark Corporation (NASDAQ: KMB) filed this Current Report on Form 8-K under Item 8.01 (Other Events) on January 16, 2026, to voluntarily amend and supplement the Joint Proxy Statement/Prospectus related to its proposed merger with Kenvue Inc. under the Agreement and Plan of Merger dated November 2, 2025. Under the merger structure, Kenvue would become a direct wholly owned subsidiary of K-C and then merge into a K-C second merger sub. The filing states that the K-C board continues to unanimously recommend that K-C stockholders vote "FOR" the K-C issuance proposal and the K-C adjournment proposal. The special meetings of both Kenvue and K-C stockholders are scheduled for January 29, 2026. The supplement responds to several stockholder complaints (in Wisconsin, New Jersey, New York, and Delaware) and demand letters alleging omitted or misstated proxy disclosures. K-C states that the supplement is made to avoid delaying the merger and that it does not admit the legal necessity or materiality of the added disclosures. The bulk of the supplement adds background on the Kenvue strategic review committee, the August 16, 2025 mutual non-disclosure agreement, the engagement of Gibson Dunn & Crutcher LLP on September 9, 2025, and expanded disclosure of the financial advisors' opinions and analyses from J.P. Morgan, Centerview Partners, and Goldman Sachs. It also adds updated unaudited prospective financial information for K-C and Kenvue, including standalone projections for 2025 through 2030. For K-C, the filing projects 2026E Adjusted EBITDA of $3,705 million and unlevered free cash flow of $1,331 million. For Kenvue, it projects 2026E Adjusted EBITDA of $3,565 million and unlevered free cash flow of $2,114 million. The merger consideration includes $3.50 per share in cash and an exchange ratio of 0.14625x, and the filing notes that J.P. Morgan expects to receive aggregate financing fees of approximately $23.4 million. For investors, the principal content is supplemental proxy disclosure rather than new financial results or a change in deal terms. The filing does not state a change in the merger terms or the meeting dates, and it reaffirms the board's recommendation. Investors should note that pending litigation seeks to enjoin the stockholder votes and that the supplemental projections and valuation ranges are management and advisor estimates, not a substitute for historical financial statements.

Kimberly-Clark 8-K Report, Corporate Update (Dec 4, 2025)

Kimberly-Clark Corporation filed this Form 8-K on December 4, 2025 to recast financial information from its 2024 Form 10-K (filed February 13, 2025) to present its International Family Care and Professional ("IFP") Business as discontinued operations. The recast is driven by the pending IFP Transaction with Suzano S.A., under which a joint venture comprising substantially all of the IFP Business will be formed. Suzano will acquire a 51% interest for a purchase price of approximately $1.7 billion, subject to closing adjustments, and Kimberly-Clark will retain a 49% equity interest. The transaction is expected to close in mid-2026, subject to consultation requirements, customary closing conditions and regulatory approvals. On a continuing-operations basis, the recast shows 2024 net sales of $16.81 billion, down 2.0% from $17.15 billion in 2023, with organic sales growth of 3.9%. Operating profit rose 40.0% to $2.70 billion, while adjusted operating profit increased 7.3% to $2.73 billion. Diluted earnings per share from continuing operations were $6.41, and adjusted earnings per share were $6.16, up 8.6%. Income from discontinued operations was $386 million in 2024, and total 2024 net income attributable to Kimberly-Clark was $2.55 billion. The filing states that it does not amend or restate the 2024 Form 10-K beyond the discontinued-operations presentation and should be read alongside later SEC filings. The company also reports a 2024 Transformation Initiative with total expected pre-tax costs of approximately $1.5 billion and expected gross productivity savings of $3.0 billion, to be completed by the end of 2026.

Kimberly-Clark 8-K Report, Executive Changes (Nov 7, 2025)

Kimberly-Clark Corporation filed a Form 8-K dated November 6, 2025 (filed November 7, 2025) under Item 5.02 to report a leadership change. The Corporation announced that Zackery Hicks, its Chief Digital and Technology Officer, will depart the Corporation effective March 31, 2026, to pursue other opportunities. According to the filing, Mr. Hicks will receive certain compensation and benefits consistent with the Corporation's Severance Pay Plan. The filing does not disclose specific severance amounts, a successor, or any financial impact. The filing contains no financial results, guidance, or other quantitative disclosures. For investors, the primary takeaway is the scheduled departure of a senior technology executive with a defined end date several months after the announcement.

Kimberly-Clark 8-K Report, Material Agreement (Nov 3, 2025)

On November 2, 2025, Kimberly-Clark Corporation (K-C) entered into an Agreement and Plan of Merger with Kenvue Inc. under which Kenvue will become a wholly owned subsidiary of K-C through a two-step merger. Kenvue common stockholders will receive 0.14625 shares of K-C common stock plus $3.50 in cash for each Kenvue share, which the joint press release values at a total of $21.01 per share based on K-C's October 31, 2025 closing price. The press release states an enterprise value of approximately $48.7 billion, a headline multiple of approximately 14.3x Kenvue's LTM adjusted EBITDA, and an effective multiple of 8.8x including expected run-rate synergies of $2.1 billion, net of reinvestment. Upon closing, K-C shareholders are expected to own approximately 54% and Kenvue shareholders approximately 46% of the combined company on a fully diluted basis. The transaction is subject to approval by both companies' stockholders, U.S. HSR and other antitrust and regulatory clearances, and effectiveness of a Form S-4. The merger agreement includes a $1,136,000,000 termination fee payable in specified circumstances and an Outside Date of November 2, 2026, extendable to May 3, 2027 in certain cases. The companies expect the transaction to close in the second half of 2026. K-C has secured a $7.7 billion bridge facility commitment from JPMorgan Chase Bank, N.A. to fund the cash consideration and related fees and expenses, to be backstopped by debt offerings, loans, or specified dispositions, including the previously announced sale of a 51% interest in its International Family Care and Professional business. The press release projects the combined company will have approximately $32 billion in 2025 annual net revenues and approximately $7 billion of adjusted EBITDA, with approximately $1.9 billion in cost synergies and $500 million in incremental profit from revenue synergies, partially offset by about $300 million of reinvestment. Kimberly-Clark expects $2.5 billion of cash costs to achieve these synergies, and the press release states the transaction is expected to be accretive to adjusted EPS by year two.

Kimberly-Clark 8-K Report, Financial Results (Oct 30, 2025)

Kimberly-Clark Corporation reported third quarter 2025 results on October 30, 2025, as furnished under Item 2.02 with Exhibit 99.1 (a press release) and updated its 2025 outlook. Reported net sales were $4.15 billion, flat versus the prior year (up 0.1 percent), with organic sales growth of 2.5 percent driven by 2.4 percent volume growth. Results are on a continuing operations basis, excluding the International Family Care and Professional (IFP) business, which is reported as discontinued operations. Reported diluted EPS attributable to Kimberly-Clark was $1.34, down from $2.69, and adjusted EPS was $1.82 versus $1.83 in the prior year. Reported operating profit fell 39.5 percent to $621 million, while adjusted operating profit was $683 million, in line with the prior year. Adjusted gross margin was 36.8 percent, down 170 basis points, reflecting pricing investments and incremental tariff-related costs. For the first nine months, net sales were $12.4 billion, down 2.6 percent, with organic sales growth of 1.6 percent. Adjusted EPS was $5.67 versus $5.80 a year earlier, down 2.2 percent. Year-to-date cash provided by operations was $1.8 billion versus $2.4 billion, and total debt was $7.3 billion at September 30, 2025. The company returned $1.4 billion to shareholders through dividends and repurchases. For 2025, Kimberly-Clark expects organic sales growth broadly in line with categories growing at approximately two percent, a negative impact of approximately 100 basis points from currency on reported net sales, and adjusted operating profit growth at a low single digit rate on a constant-currency basis. Adjusted EPS is expected to grow at a low-to-mid single digit rate on a constant-currency basis, and adjusted free cash flow is expected to be approximately $2 billion.

Kimberly-Clark Quarterly Report for Q3 Ended Sep 30, 2025

Kimberly-Clark Corporation's third-quarter 2025 Form 10-Q shows net sales of $4.15 billion for the three months ended September 30, 2025, essentially flat versus $4.14 billion a year earlier, with organic sales up 2.5% on volume gains of 2.4%. Operating profit fell to $621 million from $1.03 billion, and net income attributable to Kimberly-Clark dropped to $446 million from $907 million. The decline reflects unfavorable pricing net of cost inflation (including tariff impacts), supply chain investments, and a $565 million gain on the 2024 sale of the PPE business that did not recur. Diluted EPS from continuing operations was $1.01 versus $2.42, and adjusted diluted EPS was $1.45 versus $1.56, a 7.1% decrease. The quarter's GAAP earnings were also pressured by a 45.4% effective tax rate, driven by about $130 million of incremental tax charges tied to the One Big Beautiful Bill Act, mainly a valuation allowance on U.S. foreign tax credits. For the nine months, net sales were $12.37 billion, down 2.6%, and diluted EPS from continuing operations was $3.73 versus $5.37. Cash provided by operations was $1.81 billion versus $2.42 billion, and cash balances fell to $617 million from $1.01 billion at year-end 2024. The pending International Family Care and Professional (IFP) transaction with Suzano, under which Buyer will acquire a 51% interest in a joint venture for approximately $1.7 billion while the company retains 49%, is expected to close in mid-2026. The IFP business is reported as discontinued operations, and the 2024 Transformation Initiative carries total expected pre-tax costs of approximately $1.5 billion, with cumulative charges of $718 million through September 30, 2025.

Kimberly-Clark 8-K Report, Financial Results (Aug 1, 2025)

Kimberly-Clark Corporation (Nasdaq: KMB) furnished an 8-K on August 1, 2025 attaching its press release reporting second quarter 2025 results for the quarter ended June 30, 2025, and raising its 2025 outlook. Net sales were $4.2 billion (reported $4,163 million), down 1.6 percent, driven primarily by divestitures and business exits and unfavorable currency translation, while organic sales grew 3.9 percent on 5.0 percent volume growth. Reported diluted EPS attributable to Kimberly-Clark was $1.53, versus $1.61 a year earlier, and adjusted EPS was $1.92, down 2.0 percent. Adjusted operating profit was $713 million, down 2.2 percent, as gross profit headwinds were partially offset by lower marketing, research and general expenses. Adjusted gross margin was 36.9 percent, down 180 basis points. The company presented the International Family Care and Professional (IFP) business as discontinued operations, and its full-year outlook now reflects the remaining North America and International Personal Care segments. Management's 2025 outlook calls for organic sales growth to outpace category growth of approximately two percent, adjusted operating profit to grow at a low-to-mid single digit rate on a constant-currency basis, and adjusted free cash flow of approximately $2 billion. Year-to-date cash provided by operations was $1.1 billion, and total debt was $7.2 billion as of June 30, 2025. The filing states that the press release is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act. Investors should note that the IFP business is pending a joint venture transaction with Suzano, anticipated to close mid-year 2026, and that the 2024 Transformation Initiative continues to generate significant charges.

Kimberly-Clark Quarterly Report for Q2 Ended Jun 30, 2025

Kimberly-Clark Corporation's Form 10-Q for the quarter ended June 30, 2025 shows net sales of $4.16 billion for the three months, down 1.6% from $4.23 billion a year earlier, while organic sales increased 3.9%. Operating profit rose to $592 million from $539 million, but adjusted operating profit fell 2.2% to $713 million, and diluted EPS from continuing operations was $1.33 versus $1.35. Net income attributable to Kimberly-Clark was $509 million, compared with $544 million. For the six months, net sales declined 4.0% to $8.22 billion, organic sales rose 1.2%, and diluted EPS from continuing operations was $2.72 versus $2.96. Adjusted diluted EPS was $3.25 for the six months, down 4.7%. The filing reports that the company will form a joint venture with Suzano comprising substantially all of its former International Family Care and Professional (IFP) business. Suzano will acquire a 51% interest for approximately $1.7 billion, and Kimberly-Clark will retain 49%. The transaction is expected to close in mid-2026, subject to regulatory approvals and other conditions. The IFP business is now reported as discontinued operations for all periods presented. Management estimates incremental 2025 tariff costs of about $170 million, mostly in North America, and the 2024 Transformation Initiative carries expected total costs of about $1.5 billion pre-tax, with cumulative charges through June 30, 2025 of $656 million. Cash provided by operations fell to $1.10 billion for the six months from $1.46 billion, and financing outflows rose to $1.18 billion, driven by $250 million of debt repayments. Total debt from continuing operations was $7.2 billion at June 30, 2025, compared with $7.4 billion at December 31, 2024. Kimberly-Clark also settled a qui tam matter related to its former health care business, with a payment not expected to be material, and continues to cooperate with a related DOJ investigation.

Kimberly-Clark 8-K Report, Regulation FD Disclosure (Jul 25, 2025)

Kimberly-Clark Corporation furnished this Current Report to disclose supplemental historical financial information recast to reflect its International Family Care and Professional (IFP) business as discontinued operations. This follows the June 5, 2025 announcement of a joint venture with Suzano S.A., in which Suzano and certain wholly-owned subsidiaries will acquire a 51% interest in the joint venture for a purchase price of approximately $1.7 billion, subject to closing adjustments, while the Company retains a 49% equity interest. Closing is expected in mid-2026, subject to consultation requirements, customary closing conditions and required regulatory approvals. Because the IFP Transaction is a strategic shift with a major effect on operations, the IFP results are reported as discontinued operations effective in the second quarter of fiscal 2025 and are excluded from continuing operations and segment results for all periods presented. Continuing operations are now organized into two geographic reportable segments, North America and International Personal Care, with Corporate and Other covering divested former IFP operations and unallocated costs. The filing states these recast changes have no impact on consolidated results previously reported in the Forms 10-Q or the 2024 Form 10-K. Recast figures show 2024 continuing-operations net sales of $16.81 billion versus $17.15 billion in 2023, and income from continuing operations of $2.19 billion versus $1.46 billion. Discontinued operations (IFP) contributed net sales of $3.25 billion in 2024 and income of $386 million, versus $3.29 billion and $305 million in 2023. The supplemental information also presents adjusted non-GAAP measures, including 2024 adjusted diluted EPS of $6.16 versus $5.67 in 2023, and first-quarter 2025 adjusted EPS of $1.62 versus $1.71 in the first quarter of 2024.

Kimberly-Clark 8-K Report, Regulation FD Disclosure (Jun 5, 2025)

On June 5, 2025, Kimberly-Clark Corporation announced it has entered into an Equity and Asset Purchase Agreement with Suzano S.A. (through its subsidiary Suzano International Holding B.V.) to form a joint venture comprising substantially all of Kimberly-Clark's International Family Care and Professional (IFP) business. Under the agreement, Kimberly-Clark will divest a 51% interest in the business to Suzano for a purchase price of approximately $1.7 billion, subject to post-closing adjustments, and will retain a 49% interest. The transaction is expected to close in mid-2026, subject to customary conditions including regulatory approvals and employee consultation requirements. The press release accompanying the filing states the business generated approximately $3.3 billion of net sales in 2024, implies an enterprise value of approximately $3.4 billion, and is expected to be approximately $0.30-0.40 dilutive to Adjusted Earnings Per Share in the first full year after close, including the company's plan to return the initial cash proceeds to shareholders through share repurchases. Kimberly-Clark expects to classify the IFP businesses as discontinued operations beginning with its second-quarter earnings results. The transaction is not subject to a financing contingency and has been unanimously approved by the Board of Directors. The joint venture agreement will give Suzano a majority of the board seats and an option to purchase Kimberly-Clark's remaining 49% interest at specified times under an agreed formula. Management describes the transaction as sharpening the company's focus on higher-growth, higher-margin North America and International Personal Care categories, with roughly two-thirds of net revenues expected to come from personal care upon completion.

Kimberly-Clark 8-K Report, Listing Notice (May 19, 2025)

On May 19, 2025, Kimberly-Clark Corporation (NYSE: KMB) disclosed that its Board has authorized a voluntary transfer of the principal listing of its common stock, par value $1.25 per share, from the New York Stock Exchange to The Nasdaq Stock Market LLC. The company expects its common stock to cease trading on the NYSE at market close on May 29, 2025, and to begin trading on Nasdaq at market open on May 30, 2025. The stock will continue to trade under the symbol "KMB." In connection with the move, the Board amended the company's By-Laws, effective upon the commencement of trading on Nasdaq. The amendments remove certain details on specific committees that are generally addressed in the applicable committee charters, including references to NYSE rules or requirements. The amended By-Laws are filed as Exhibit 3(b) to the report. The filing also includes a news release (Exhibit 99.1) announcing the listing transfer, which is furnished under Item 7.01 and not deemed filed for purposes of Section 18 of the Exchange Act. The filing's forward-looking statements caution that delays in implementing the transfer, potential market disruptions in trading, and potential impacts on the company's business could have a material adverse effect on the company and on the trading price of the common stock. Investors are referred to Item 1A, Risk Factors, of the Form 10-K for the year ended December 31, 2024.

Kimberly-Clark 8-K/A Report, Executive Changes (May 6, 2025)

This Amendment No. 1 to Form 8-K from Kimberly-Clark Corporation amends the Form 8-K dated January 28, 2025, in which the Corporation reported that Andrew Scribner had been elected Vice President and Controller, effective June 1, 2025. The filing is limited to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) and discloses compensation arrangements for Mr. Scribner rather than any change in financial results or corporate strategy. On April 30, 2025, the Management Development and Compensation Committee of the Board of Directors approved 2025 long-term incentive awards for the Corporation's elected officers. Mr. Scribner received a grant of 2,118 performance-based restricted share units and 2,118 time-vested restricted share units. His base salary will be $535,000 per year, and he is eligible for an annual bonus under the annual incentive plan based on company performance, with a target bonus set at 55% of base salary. He will also participate in the Corporation's supplemental 401(k) plan and other benefit plans available to employees. For investors, the filing is primarily a governance and compensation disclosure about an officer who will serve as Controller, and it does not contain financial figures for the Corporation as a whole.

Kimberly-Clark 8-K Report, Executive Changes (May 6, 2025)

Kimberly-Clark Corporation's Form 8-K, dated May 6, 2025 (with the underlying board action taken May 1, 2025), reports a leadership reshuffle. The Board elected Russell (Russ) Torres, previously President, North America, as President and Chief Operating Officer effective May 1, 2025. He is responsible for the day-to-day operations of the business segments and also oversees the Global Supply Chain, R&D, Global Growth and Digital Technology Solutions organizations. He will continue to report to Chairman and CEO Mike Hsu. Kurt Laufer, currently President of US Consumer Sales, will serve as Interim President, North America while the company searches for a permanent successor. The filing also discloses that the Board elected Jeffrey Melucci as Chief Strategy, Business Development and Administrative Officer, responsible for strategy, business development and other core corporate affairs and functions. Torres' compensation terms were disclosed: a base salary of $975,000 per year, a target annual bonus of 125% of base salary, and an annual equity award on May 1, 2025 of 19,866 performance-based restricted share units and 13,244 time-vested restricted share units. The management changes are framed by the company as supporting the next phase of its Powering Care strategy and sharpening operational execution to drive enhanced growth and profitability. The filing gives no financial results, guidance or other quantitative performance data beyond the compensation figures above.

Kimberly-Clark 8-K Report, Shareholder Vote Results (May 2, 2025)

Kimberly-Clark Corporation held its 2025 Annual Meeting of Stockholders on May 1, 2025, and this Item 5.07 report discloses the final voting results. Stockholders elected all of the Corporation's director nominees, ratified Deloitte & Touche LLP as independent auditors for 2025, and approved the compensation of the named executive officers on an advisory basis. All 13 director nominees were elected. Support varied across nominees. Michael D. Hsu received 227,557,143 votes for and 15,872,619 votes against, with 2,483,358 abstentions. Dunia A. Shive received 237,192,720 votes for and 8,237,929 against. Mae C. Jemison, M.D. received 238,416,441 votes for and 7,051,651 against. The other nominees had 'against' votes of roughly 3.9 million or less, and most had fewer than 1.2 million. Each director received 41,889,391 broker non-votes. The auditor ratification received 267,219,914 votes for, 19,961,479 against, and 621,118 abstentions. The advisory say-on-pay proposal received 226,830,430 votes for, 17,437,076 against, and 1,645,615 abstentions, with 41,889,391 broker non-votes.

Kimberly-Clark 8-K Report, Financial Results (Apr 22, 2025)

Kimberly-Clark Corporation (NYSE: KMB) reported first quarter 2025 results on April 22, 2025, with net sales of $4.84 billion, down 6.0 percent from the prior year. The decline was driven primarily by currency translation (approximately 2.4 percent) and the combined impact of the PPE divestiture and the exit of the private label diaper business in the US (approximately 2.0 percent). Organic sales decreased 1.6 percent, driven by a 1.5 percent decrease in price, while volume and mix were in line with the prior year. Operating profit was $769 million versus $853 million a year earlier, and adjusted operating profit was $844 million, down 6.0 percent. Diluted EPS was $1.70 on a reported basis versus $1.91, and adjusted EPS was $1.93, down 4.0 percent. Cash provided by operations was $327 million compared with $438 million. The company updated its 2025 outlook to reflect a reassessment of its cost base and potential impacts from the changing geopolitical landscape. Adjusted operating profit is now expected to be flat to positive on a constant-currency basis, compared with a previous expectation of high single-digit growth. Adjusted EPS is now expected to be flat to positive on a constant-currency basis, and adjusted free cash flow is now expected to be approximately $2 billion, compared with a previous expectation of more than $2 billion. Reported net sales are forecast to reflect a negative impact of approximately 200 basis points from currency translation, improved from approximately 300 basis points previously. Management stated that first quarter results were consistent with the full-year plan, but that greater supply chain costs are now expected relative to the beginning of the year. Management said it remains confident in offsetting these costs over time. Total debt was $7.2 billion as of March 31, 2025, down from $7.4 billion at December 31, 2024.

Kimberly-Clark Quarterly Report for Q1 Ended Mar 31, 2025

Kimberly-Clark Corporation's first-quarter 2025 results show lower sales and profitability compared with the first quarter of 2024. Net sales were $4.84 billion, down 6.0%, driven primarily by unfavorable currency impacts, divestitures and business exits, and lower organic sales, which decreased 1.6% on lower pricing while volume and mix were flat. Operating profit fell 9.8% to $769 million, and net income attributable to Kimberly-Clark declined 12.4% to $567 million. Diluted EPS was $1.70, down 11.0%. Adjusted EPS, which excludes 2024 Transformation Initiative charges, was $1.93, down 4.0%, and adjusted operating profit was $844 million, down 6.0%. The company is pursuing its 2024 Transformation Initiative, expected to be completed by the end of 2026, with total pre-tax costs of approximately $1.5 billion and pre-tax gross productivity savings expected to be $3.0 billion. Cumulative pre-tax charges through March 31, 2025 were $534 million. The filing estimates incremental tariff-related costs of approximately $300 in 2025, most of which will be incurred by the North America segment. Cash provided by operations was $327 million compared with $438 million a year earlier, reflecting lower operating profit and unfavorable working capital changes. Total debt was $7.2 billion at March 31, 2025, versus $7.4 billion at December 31, 2024.

Kimberly-Clark Annual Report, Year Ended Dec 31, 2024

Kimberly-Clark Corporation's 2024 Annual Report reports net sales of $20.1 billion, down 1.8% from 2023, driven primarily by unfavorable currency impacts and divestitures and business exits. Organic sales increased 3.2%, led by a 1.9% increase in net price, primarily in hyperinflationary economies, along with volume and mix gains. Operating profit rose 36.9% to $3.2 billion and net income attributable to Kimberly-Clark increased 44.3% to $2.5 billion, with diluted EPS of $7.55 versus $5.21. The filing notes that results benefited from higher gross margins and a $565 million gain on the sale of the PPE business, partially offset by 2024 Transformation Initiative charges of $456 million. Adjusted EPS, a non-GAAP measure, was $7.30 versus $6.57, an increase of 11.1%. The company launched its 2024 Transformation Initiative in March 2024 to streamline its operating structure and reorganized into three reportable segments: North America, International Personal Care, and International Family Care and Professional. Total pre-tax costs are expected to be approximately $1.5 billion, with $3.0 billion in expected gross productivity savings, and workforce reductions of 4% to 5%. The program is expected to be completed by the end of 2026. Cash provided by operations was $3.2 billion, capital spending was $721 million, and the company returned $2.6 billion to shareholders through dividends and share repurchases. Total debt declined to $7.4 billion from $8.0 billion. The filing highlights ongoing risks, including input cost inflation, currency and hyperinflationary exposures, a shift toward private-label products, and dependence on key retailers, with Walmart representing approximately 14% of 2024 net sales. The company expects net input costs to be inflationary in 2025 and projects capital spending of $1.0 to $1.2 billion for 2025.

Kimberly-Clark 8-K Report, Executive Changes (Jan 28, 2025)

Kimberly-Clark Corporation announced on January 28, 2025 that Andrew Scribner, 46, will be elected Vice President and Controller effective June 1, 2025. Mr. Scribner currently serves as Chief Financial Officer - Kimberly-Clark North America, a role he has held since January 2023. He succeeds Andrew S. Drexler, the current Vice President and Controller, who will assume a transitional role on that date before beginning his retirement on June 6, 2025. Mr. Scribner's background includes roles at Gap, Inc., including Senior Vice President, CFO of Athleta from 2019 to 2021 and Senior Vice President, CFO, Strategy and Inventory Management of Banana Republic from 2021 to 2023, as well as 13 years at The Kraft Heinz Company and its predecessor Kraft Foods Group, most recently as Vice President and General Manager, Kraft Heinz Ingredients. The filing states that compensation for Mr. Scribner's Controller role has not yet been determined, and the Corporation will file an amendment to this Form 8-K once it has been set. For investors, this is a routine leadership succession filing in the finance function rather than a change in financial results or strategy.

Kimberly-Clark 8-K Report, Financial Results (Jan 28, 2025)

Kimberly-Clark Corporation reported fourth quarter and full year 2024 results in Exhibit 99.1, a press release dated January 28, 2025. Management described 2024 as the first year of its Powering Care strategy and said full-year results exceeded its new long-term growth algorithm. Q4 net sales were $4.9 billion, down 0.8 percent, with organic sales growth of 2.3 percent and volume growth of 1.5 percent. Reported Q4 operating profit was $548 million, while adjusted operating profit was $684 million, up 2.1 percent. Diluted EPS was $1.34 on a reported basis and $1.50 adjusted, down 0.7 percent. For full year 2024, net sales were $20.1 billion, down 1.8 percent, with organic sales growth of 3.2 percent. Reported diluted EPS was $7.55 and adjusted EPS was $7.30, an increase of 11.1 percent. Full-year cash provided by operations was $3.2 billion, and the company returned $2.6 billion to shareholders through dividends and share repurchases. The 2025 outlook expects organic sales growth to outpace category and country growth of approximately two percent. Reported net sales are forecast to face roughly 300 basis points of negative currency impact and a 240 basis point impact from the PPE divestiture and exit of private label diaper businesses in the US. Adjusted operating profit is expected to grow at a high single-digit rate on a constant-currency basis, and adjusted EPS at a mid-to-high single-digit rate on the same basis. Reported EPS is expected to be reduced by approximately 350-400 basis points from currency translation. The results include charges tied to the 2024 Transformation Initiative, a $565 million gain from the sale of the PPE business, and a $97 million impairment of intangible assets. Adjusted measures exclude these items, and the filing notes that the financial statements are unaudited.

Kimberly-Clark 8-K Report, Corporate Update (Dec 10, 2024)

On December 10, 2024, Kimberly-Clark Corporation filed a Form 8-K under Item 8.01 (Other Events) to disclose a change in its reportable segments. In the fourth quarter of 2024 the company realigned its internal operating and management structure to streamline its supply chain and improve the efficiency of its corporate and regional overhead cost structures. It now reports three segments defined by geographic regions and product groupings: North America (NA), International Personal Care (IPC) and International Family Care and Professional (IFP). These replace the prior product-based segments of Personal Care, Consumer Tissue and K-C Professional. The company also changed its measure of segment profitability to include the effects of exchange rate changes on monetary assets and liabilities for subsidiaries that have adopted highly inflationary accounting. The filing does not change consolidated results. Exhibit 99.1 provides supplemental historical segment financial information recast to the new structure for each quarter from March 31, 2023 through September 30, 2024, for the nine months ended September 30, 2024, and for the years 2021 through 2023. The company states that these changes had no impact on consolidated financial results for any period in its prior Forms 10-Q or its 2023 Form 10-K. Segment operating profit, the CODM's primary profitability measure, excludes Corporate & Other, which includes unallocated corporate expenses, impairments, acquisition and divestiture gains or losses, and reorganization costs. For investors, the key takeaway is a re-presentation of segment reporting rather than a change in reported results. The recast data show NA as the largest segment, with net sales of $8.29 billion for the nine months ended September 30, 2024, compared with $10.99 billion for full-year 2023. IPC and IFP are smaller, with nine-month 2024 net sales of $4.34 billion and $2.50 billion. The exhibit also includes organic and currency-driven net sales change analysis by segment, which investors can use to compare the new segments across periods.

Kimberly-Clark 8-K Report, Executive Changes (Nov 13, 2024)

Kimberly-Clark Corporation filed this Current Report on Form 8-K on November 13, 2024 to disclose the election of Joseph Romanelli to its Board of Directors, effective immediately. Mr. Romanelli is an independent director and was also appointed to the Board's Audit Committee. In connection with his appointment, the size of the Board increases from twelve to thirteen directors. He serves as President of Human Health International for Merck & Co., Inc., a role the filing describes as overseeing MSD's 75-plus markets outside the U.S. and leading a team of 14,000 colleagues. The filing states that Mr. Romanelli will participate in the outside director compensation programs described under "Director Compensation" in the Corporation's proxy statement filed on March 11, 2024. The filing does not report any financial results, guidance, or other operational metrics. The accompanying news release (Exhibit 99.1) quotes Chairman and CEO Mike Hsu, who said Mr. Romanelli's global leadership experience and expertise in leading-edge science will benefit the company as it advances its Powering Care strategy. The release also notes his prior service as CEO of JiXing Pharmaceuticals and his roughly 25 years in strategic and operational roles at MSD and Schering-Plough.

Kimberly-Clark Quarterly Report for Q3 Ended Sep 30, 2024

Kimberly-Clark Corporation reported third-quarter 2024 net sales of $4,952 million, down 4% from $5,132 million a year earlier, with organic sales up 1%. Operating profit rose to $1,154 million from $774 million, and Net Income Attributable to Kimberly-Clark Corporation increased to $907 million from $587 million, or $2.69 diluted earnings per share versus $1.73. The filing attributes the higher reported profit largely to a $566 million pre-tax gain on the July 1, 2024 sale of the personal protective equipment (PPE) business, partly offset by $124 million of pre-tax 2024 Transformation Initiative charges and a $97 million pre-tax intangible asset impairment. Excluding these items, adjusted operating profit was $810 million, and adjusted diluted earnings per share were $1.83, a 5% increase. For the nine months ended September 30, 2024, net sales were $15,130 million, down 2% from $15,461 million, while organic sales grew 4%. Diluted earnings per share were $6.21 versus $3.70, and adjusted diluted earnings per share were $5.80, a 15% increase. Cash provided by operations was $2.4 billion, compared with $2.3 billion a year earlier. The company repurchased 5.4 million shares for $752 million and paid $1,220 million in cash dividends, while total debt declined to $7.5 billion from $8.0 billion at year-end 2023. The 2024 Transformation Initiative, announced March 27, 2024, is expected to cost approximately $1.5 billion pre-tax, with about half in cash, primarily for workforce reductions of 4% to 5%. The company expects to complete the transition to its new organizational structure by the end of 2024 and the full initiative by the end of 2026. Full-year capital spending is anticipated to be approximately $800 million. The filing also discloses a $97 million impairment of Softex and Thinx intangible assets in the Personal Care segment, citing weaker distributor relationship assumptions and changed consumer shopping behavior.

Kimberly-Clark 8-K Report, Financial Results (Oct 22, 2024)

Kimberly-Clark Corporation reported third quarter 2024 results on October 22, 2024, furnished under Item 2.02 with a press release as Exhibit 99.1. Net sales were $4.95 billion, down 4 percent from the prior year, including negative impacts of approximately 3 percent from foreign currency translation and approximately 1 percent from the divestiture of the K-C Professional PPE business. Organic sales grew 1 percent, driven by a 1 percent increase in price, with volume and mix in line with the prior year. Reported diluted EPS was $2.69, including a positive $1.34 impact from the PPE sale, a negative $0.31 impact from Transformation Initiative costs, and a negative $0.17 impact from impairment of intangible assets. Adjusted diluted EPS was $1.83, up 5 percent. For the first nine months, net sales were $15.13 billion, down 2 percent, while organic sales grew 4 percent. Year-to-date reported diluted EPS was $6.21 versus $3.70 a year earlier, and adjusted EPS was $5.80 versus $5.06. Cash provided by operations was $2.42 billion, and total debt was $7.5 billion at September 30, 2024, down from $8.0 billion at December 31, 2023. The company returned $2.0 billion to shareholders through dividends and repurchases. The company updated its 2024 outlook: organic net sales are now expected to grow 3% to 4%, versus a mid-single digit rate previously, reflecting discrete headwinds from retail inventory changes. Adjusted operating profit and adjusted EPS are still expected to grow at a mid-to-high teens percentage rate on a constant-currency basis. Reported operating profit and EPS are now expected to be negatively impacted by approximately 650 basis points from currency translation, versus a previous expectation of 700 basis points.

Kimberly-Clark Quarterly Report for Q2 Ended Jun 30, 2024

Kimberly-Clark Corporation reported net sales of $5.0 billion for the second quarter of 2024, a 2 percent decrease from the prior year, while organic sales grew 4 percent. Operating profit rose to $655 million from $113 million, and net income attributable to Kimberly-Clark Corporation increased to $544 million from $102 million. Diluted earnings per share were $1.61 compared with $0.30. Results in 2024 include $190 million of pre-tax charges related to the 2024 Transformation Initiative, while the prior-year period included an $658 million impairment of intangible assets. Excluding these items, adjusted operating profit was $845 million, a 16 percent increase, and adjusted diluted earnings per share were $1.96, a 19 percent increase. By segment, Personal Care operating profit increased 14 percent and Consumer Tissue operating profit increased 23 percent for the quarter, while K-C Professional operating profit decreased 1 percent. The 2024 Transformation Initiative, announced March 27, 2024, is intended to reorganize the company into three new business segments and reduce its structural cost base. The company expects total costs of approximately $1.5 billion pre-tax, with cash costs of about half that amount, and expects to complete the initiative by the end of 2026. Expected total pre-tax savings are $3.0 billion in gross productivity and $200 million in selling, general and administrative expenses. Cash provided by operations was $1.5 billion for the six months ended June 30, 2024, and total debt was $8.0 billion at June 30, 2024. On July 1, 2024, the company completed the sale of its personal protective equipment business within K-C Professional for $640 million, subject to post-closing adjustments, and expects to recognize a gain in the third quarter of 2024.

Kimberly-Clark 8-K Report, Financial Results (Jul 23, 2024)

Kimberly-Clark Corporation reported second quarter 2024 results on July 23, 2024, in Exhibit 99.1, a press release for the period ended June 30, 2024. Net sales were $5.0 billion, down 2 percent versus the prior year, including negative impacts of approximately 5 percent from foreign currency translation and approximately 1 percent from the divestiture of the Tissue and K-C Professional business in Brazil. Organic sales grew 4 percent, driven by a 2 percent increase in price and a 2 percent increase in volume and mix. Diluted earnings per share were $1.61 on a reported basis, including a negative $0.35 impact from transformation initiative costs. Adjusted diluted EPS was $1.96, up 19 percent versus the prior year. Second quarter operating profit was $655 million, including $190 million of 2024 Transformation Initiative costs. Adjusted operating profit increased 16 percent despite an unfavorable 7 percentage point impact from currency translation. Year-to-date cash provided by operations was $1.5 billion, and total debt was $8.0 billion as of June 30, 2024, consistent with December 31, 2023 levels. The company raised its 2024 outlook. Adjusted operating profit and adjusted EPS are now expected to grow at a mid-to-high teens percentage rate on a constant-currency basis, up from prior expectations of low-teens growth. Organic net sales growth expectations of mid-single digits are unchanged, and reported operating profit and EPS are still expected to be negatively impacted by approximately 700 basis points from currency translation.

Kimberly-Clark 8-K Report, Bylaw Amendment (May 2, 2024)

On May 2, 2024, Kimberly-Clark Corporation stockholders, at the 2024 Annual Meeting, approved an Amended and Restated Certificate of Incorporation that limits the personal liability of certain officers for monetary damages arising from breaches of the fiduciary duty of care (but not the duty of loyalty) in limited circumstances, and made other technical changes. The Restated Certificate became effective on May 2, 2024 upon filing with the Delaware Secretary of State. It also provides that if the Delaware General Corporation Law is further amended to eliminate or limit officer liability, officer liability will be limited to the fullest extent permitted by law as so amended. The filing describes the changes as detailed in the company's March 11, 2024 proxy statement. Stockholders also elected all twelve director nominees, ratified Deloitte & Touche LLP as independent auditors for 2024, and approved named executive officer compensation on an advisory basis. The vote on the charter amendment passed with 217,180,778 votes for, 28,109,986 against, and 1,299,794 abstentions, with 45,484,661 broker non-votes. The advisory say-on-pay vote received 221,696,267 votes for and 23,499,170 against, with 1,395,121 abstentions and the same broker non-votes. Director Deirdre A. Mahlan received the most votes against among the nominees at 27,765,939, while Sylvia M. Burwell had the most votes for at 244,655,288. For investors, the filing is largely governance-related and does not disclose financial results or operating developments. The main substantive change is the officer exculpation provision, which aligns the company's charter with recent Delaware law changes permitting officer exculpation. The auditor ratification and say-on-pay results are routine shareholder actions reported in this filing.

Kimberly-Clark Quarterly Report for Q1 Ended Mar 31, 2024

Kimberly-Clark Corporation's first-quarter 2024 Form 10-Q reports net sales of $5.1 billion ($5,149 million), down 1 percent from $5,195 million a year earlier, while organic sales grew 6 percent. Operating profit rose to $853 million from $787 million, and net income attributable to Kimberly-Clark was $647 million, compared with $566 million. Diluted earnings per share were $1.91, versus $1.67 in the prior-year period. Excluding $45 million pre-tax ($34 million after tax) of 2024 Transformation Initiative charges, adjusted operating profit was $898 million and adjusted earnings per share were $2.01, an increase of 20 percent. Results benefited from higher net revenue realization and gross productivity savings of $120 million, partially offset by higher marketing, research and general expenses, unfavorable currency effects and supply chain investments. Cash provided by operations fell to $438 million from $613 million, driven by unfavorable changes in operating working capital. Capital spending was $194 million, and management anticipates full-year capital spending of approximately $900 million. Total debt was $8.0 billion at both March 31, 2024 and December 31, 2023. The company repurchased 459 thousand shares for $56 million during the quarter. The filing describes the 2024 Transformation Initiative, announced March 27, 2024, which reorganizes the company into three new business segments, targets workforce reductions of 4 to 5 percent, and has total expected pre-tax costs of approximately $1.5 billion through 2026. The company also agreed on April 7, 2024 to sell its personal protective equipment business within K-C Professional for $640 million, with closing expected in the third quarter of 2024.

Kimberly-Clark 8-K Report, Financial Results (Apr 23, 2024)

Kimberly-Clark Corporation reported first quarter 2024 results on April 23, 2024, as stated in Exhibit 99.1, a press release furnished under Item 2.02. Net sales were $5.1 billion ($5,149 million), down 1 percent from the prior year, including negative impacts of approximately 5 percent from foreign currency translation and approximately 1 percent from the divestiture of the Tissue and K-C Professional business in Brazil. Organic sales grew 6 percent, driven by a 4 percent increase in price, 1 percent favorable product mix and a 1 percent increase in volume. Gross margin rose 390 basis points to 37.1 percent, and diluted EPS increased 14 percent to $1.91 on a reported basis. Adjusted EPS was $2.01, up 20 percent, and excludes a $0.10 impact from costs related to the 2024 Transformation Initiative. The company raised its 2024 outlook. Organic net sales growth is now expected to be mid-single digits, versus the prior expectation of low-to-mid-single-digit growth. Adjusted operating profit and adjusted EPS are now expected to grow at a low-teens percentage rate on a constant-currency basis. Reported operating profit and reported EPS are now expected to be negatively impacted by approximately 700 basis points from currency translation, compared with a prior assumption of 400 basis points. Cash provided by operations was $438 million year to date, down from $613 million, mainly reflecting timing differences in accounts receivable. Total debt was $8.0 billion as of March 31, 2024, consistent with December 31, 2023. The company returned $452 million to shareholders through dividends and share repurchases during the quarter.

Kimberly-Clark 8-K Report, Exit or Disposal Costs (Mar 27, 2024)

On March 25, 2024, Kimberly-Clark Corporation approved a global transformation initiative aimed at improving its focus on growth and reducing its structural cost base. The initiative includes reorganizing the company into three new segments, making corporate and regional overhead more efficient, and optimizing the global supply chain. Actions have commenced in the first quarter of 2024 and are expected to be completed by December 31, 2026. The company expects cumulative pre-tax charges of approximately $1.5 billion over that period, with cash costs roughly half of that amount, primarily related to workforce reductions, and non-cash charges primarily related to incremental depreciation and asset write-offs. It also expects to spend approximately $800 million in capital related to the initiative through December 31, 2026. The company cautions that these estimates are preliminary and subject to change. In a news release furnished as Exhibit 99.1, Kimberly-Clark unveiled a new operating model centered on 12 powerhouse brands in five global daily-need spaces, with a total addressable market of approximately $240 billion. The company targets more than $3 billion in gross productivity savings and approximately $500 million in working capital savings, and expects about $200 million of SG&A savings over the next few years. It set long-term targets including organic net sales growth ahead of market growth, adjusted operating profit and adjusted EPS growth in the mid-to-high single digits on a constant currency basis, and annual free cash flow of at least $2 billion. It also set a 100% Natural Forest Free ambition across its product portfolio, expecting to be more than halfway there by 2030. The company reiterated its 2024 outlook from January, expecting a low-to-mid single-digit percentage increase in Organic Net Sales, with reported net sales affected by approximately 300 basis points from currency translation and 60 basis points from the Brazil Tissue divestiture. Adjusted Operating Profit is still expected to grow at a high single-digit to low double-digit rate on a constant-currency basis, and Adjusted EPS at a high single-digit rate on the same basis.

Kimberly-Clark Annual Report, Year Ended Dec 31, 2023

Kimberly-Clark Corporation's 2023 Annual Report (Form 10-K filed February 8, 2024) reports net sales of $20.4 billion, up 1 percent from $20.2 billion in 2022, with organic sales up 5 percent, offset by currency (a 3 percent decrease) and exited business (a 1 percent decrease). Operating profit fell to $2,344 million from $2,681 million, driven largely by an $658 million impairment of intangible assets tied to Softex Indonesia and Thinx. Diluted earnings per share were $5.21 versus $5.72 in 2022. Excluding the impairment, the sale of the Brazil tissue and K-C Professional business, and pension settlements, adjusted diluted EPS was $6.57, which the filing says increased 17 percent from $5.63 in 2022. Adjusted operating profit was $2,958 million versus $2,617 million. Cash provided by operations was $3,542 million in 2023, compared with $2,733 million in 2022. Capital spending was $766 million, and the company paid $1.6 billion in dividends and repurchased 1.8 million shares for $225 million. Total debt was $8.0 billion at year-end, down from $8.4 billion. The Board approved a 3.4 percent dividend increase for 2024, and the filing cites 2023 as the 51st consecutive annual dividend increase. Capital spending is expected to be approximately $900 million in 2024. The filing also discloses an ongoing U.S. Department of Justice investigation related to surgical gowns made by the former health care business, Avanos Medical, and a proposed U.S. IRS adjustment on transition tax, along with a Brazilian tax dispute of approximately $50 million. Management states it does not expect these to have a material effect, although the DOJ matter could involve substantial monetary damages.

Kimberly-Clark 8-K Report, Executive Changes (Jan 30, 2024)

Kimberly-Clark Corporation (NYSE: KMB) filed a Form 8-K on January 30, 2024 to report two executive appointments. The Board of Directors elected Jeffrey Melucci to the position of Chief Business and Transformation Officer, effective immediately; he previously served as Chief Business Development and Legal Officer. The Board also elected Grant McGee as Senior Vice President and General Counsel, effective February 1, 2024, with McGee reporting to Melucci. According to the accompanying press release (Exhibit 99.1), McGee rejoins Kimberly-Clark from American Airlines, where he served as vice president, deputy general counsel and corporate secretary. He previously held roles of increasing responsibility at Kimberly-Clark from 2015 to 2022, and will also join the company's executive leadership team. Chairman and CEO Mike Hsu described McGee as a well-known and respected leader with the legal and enterprise experience needed for the general counsel role. The filing contains no financial results, guidance, or quantitative financial information. Its significance for investors lies in leadership changes in the legal function and an expanded enterprise role for Melucci, which the company links to its growth strategy.

Kimberly-Clark 8-K Report, Financial Results (Jan 24, 2024)

Kimberly-Clark Corporation (NYSE: KMB) reported fourth-quarter and full-year 2023 results on January 24, 2024, per Exhibit 99.1, a press release that is furnished under Item 2.02 rather than filed. For full-year 2023, net sales were $20.4 billion ($20,431 million), up 1 percent, with organic sales up 5 percent driven by price. Reported operating profit fell 13 percent to $2,344 million, reflecting a $658 million impairment of intangible assets, while adjusted operating profit rose to $2,958 million from $2,617 million. Diluted EPS was $5.21 versus $5.72, and adjusted diluted EPS was $6.57 versus $5.63. Cash provided by operations was $3.5 billion, and the company returned $1.8 billion to shareholders through dividends and share repurchases. Fourth-quarter net sales were $4.97 billion, flat versus the prior year, with organic sales up 3 percent. Gross margin improved 210 basis points to 34.9 percent, and reported diluted EPS was $1.50, flat year over year, while adjusted EPS was $1.51, down 2 percent. Personal Care and K-C Professional were the main contributors to full-year results, with Consumer Tissue also showing operating profit growth. For 2024, the company expects low-to-mid single digit organic net sales growth, with reported net sales affected by roughly 300 basis points of negative currency translation and 60 basis points from the Brazil Tissue divestiture. Adjusted operating profit and adjusted EPS are expected to grow at high single-digit to low double-digit and high single-digit rates, respectively, on a constant-currency basis. The company plans an Investor Day in New York City in late March to present its strategic priorities and a long-term financial algorithm.