Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition.
Preliminary Estimates of Certain Financial
Metrics
The information below summarizes certain of the
estimated preliminary financial data of Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark,” “we,”
“our” or “us”) for the three months ended September 30, 2026, for which consolidated financial statements are
not available. Our actual results for such period will be subject to the completion of our quarter-end closing process, which includes
review by Kimberly-Clark’s management and board of directors, including Kimberly-Clark’s audit committee. While carrying out
such procedures, we may identify items that require us to make adjustments to the estimated preliminary financial data set forth below.
Our independent registered public accounting firm, Deloitte & Touche LLP, has also not audited, reviewed, compiled or performed any
procedures on this estimated preliminary financial data, and accordingly, does not express an opinion or other form of assurance with
respect to this estimated preliminary financial data. The estimated preliminary financial data included in this Current Report on Form
8-K (this “Current Report”) has been prepared by, and is the responsibility of, Kimberly-Clark’s management, and is
qualified by, and subject to the assumptions, risks and uncertainties discussed in, this Current Report and Kimberly-Clark’s filings
with the U.S. Securities and Exchange Commission (the “SEC”). This estimated preliminary financial data should not be viewed
as a substitute for full financial information prepared in accordance with GAAP (as defined herein). In addition, the preliminary estimated
financial results set forth below are not necessarily indicative of results we may achieve in any future period.
The following information should be read in conjunction
with (i) our consolidated financial statements and related notes, as well as management’s discussion and analysis of results
of operations and financial condition, in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings
with the SEC, (ii) our consolidated financial statements and related notes, as well as management’s discussion and analysis of results
of operations and financial condition, in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and (iii) “Cautionary
Statement Regarding Forward-Looking Information” in this Current Report and similar sections in our filings with the SEC.
Based on management’s analysis for the three
months ended September 30, 2026, we estimate the following amounts for the metrics presented below:
Preliminary Data As of and for the
as of and for the Three Months Ended
Three Months Ended September 30, 2025
September 30, 2026
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Estimated Actual
($ in millions, except per share amounts and percentages) (unaudited)
Net Sales $4,134 $4,150
Organic Sales Growth(1) (1.3 2.5%
Gross Profit $1,441 $1,493
Adjusted Gross Profit(2) $1,468 $1,527
Operating Profit $516 $621
Adjusted Operating Profit(3) $677 $683
Diluted Earnings per Share from Continuing Operations(4) $1.19 $1.01
Diluted Earnings per Share Attributable to Kimberly-Clark(4) $5.37 $1.34
Adjusted Earnings per Share from Continuing Operations(4)(5) $1.70 $1.45
Adjusted Earnings per Share Attributable to Kimberly-Clark(4)(6) $1.70 $1.82
Cash and Cash Equivalents $1,874 $617
(1) Organic
Sales Growth is not calculated or presented in accordance with GAAP. Organic Sales Growth is defined as the change in Net Sales, as
determined in accordance with GAAP, excluding the impacts of currency translation and divestitures and business exits. See the
heading “Non-GAAP Financial Information” for more information and below for a reconciliation to its most directly
comparable financial measure calculated and presented in accordance with GAAP. The following table presents a reconciliation of our
Net Sales Growth to Organic Sales Growth:
Preliminary Data for the For the Three Months
Three Months Ended Ended
September 30, 2026 September 30, 2025
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Estimated Actual
(percentage change vs. the prior year period) (unaudited)
Net Sales Growth (0.4) 0.1
Currency Translation (0.3) 0.1
Divestitures and Business Exits (0.7) 2.2
Organic Sales Growth(a) (1.3) 2.5
(a) Table may not foot due to rounding.
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(2) Adjusted Gross Profit is not calculated or presented in accordance with GAAP. We describe this measure
in this Current Report under the heading “Non-GAAP Financial Information” and reconcile it below to its most directly comparable
financial measure calculated and presented in accordance with GAAP. The following table presents a reconciliation of our Gross Profit
to Adjusted Gross Profit:
Preliminary For the
Data Three Months
for the Three Months Ended
Ended September 30, 2025
September 30, 2026
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Estimated Actual
($ in millions) (unaudited)
Gross Profit $ 1,441 $ 1,493
2024 Transformation Initiative 29 34
Unrealized (Gains) Losses on Commodity Hedges (2) —
Adjusted Gross Profit $ 1,468 $ 1,527
(3) Adjusted Operating Profit is not calculated or presented in accordance with GAAP. We describe this measure
in this Current Report under the heading “Non-GAAP Financial Information” and reconcile it below to its most directly comparable
financial measure calculated and presented in accordance with GAAP. The following table presents a reconciliation of our Operating Profit
to Adjusted Operating Profit:
Preliminary For the
Data Three Months
for the Three Months Ended
Ended September 30, 2025
September 30, 2026
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Estimated Actual
($ in millions) (unaudited)
Operating Profit $ 516 $ 621
2024 Transformation Initiative 55 62
Kenvue Acquisition 106 —
Brazil Business Tax Credits 2 —
Unrealized (Gains) Losses on Commodity Hedges (2) —
Adjusted Operating Profit $ 677 $ 683
(4) Based on 333.7 million and 333.1 million weighted-average dilutive shares outstanding for the three months
ended September 30, 2026 and 2025, respectively.
(5) Adjusted Earnings per Share from Continuing Operations is not calculated or presented in accordance with
GAAP. We describe this measure in this Current Report under the heading “Non-GAAP Financial Information” and reconcile it
below to its most directly comparable financial measure calculated and presented in accordance with GAAP. The following table presents
a reconciliation of our Diluted Earnings per Share from Continuing Operations to Adjusted Earnings per Share from Continuing Operations:
Preliminary For the
Data Three Months
for the Three Months Ended
Ended September 30, 2025
September 30, 2026
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Estimated Actual
(unaudited)
Diluted Earnings per Share from Continuing Operations $ 1.19 $ 1.01
2024 Transformation Initiative 0.13 0.14
Kenvue Acquisition 0.27 —
U.S. Tax Reform Related Matters (OBBBA) — 0.29
Equity Company Adjustments 0.12 —
IFP Repatriated Earnings — 0.01
Unrealized (Gains) Losses on Commodity Hedges (0.01) —
Adjusted Earnings per Share from Continuing Operations(a) $ 1.70 $ 1.45
(a) The non-GAAP adjustments included above are presented net of tax. The income tax effect of these non-GAAP
items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP
adjustment. Refer to the Adjusted Effective Tax Rate reconciliation below for the tax effect of these and other adjustments on Kimberly-Clark’s
estimated provision for income taxes:
Income from Continuing Operations Provision for Income Taxes
Before Income Taxes and Equity
Interests
Preliminary For the Three Preliminary For the Three
Data Months Ended Data Months Ended
for the Three September 30, for the Three September 30,
Months Ended 2025 Months Ended 2025
September 30, September 30,
2026 2026
Estimated Actual Estimated Actual
($ in millions) (unaudited) (unaudited)
As Reported $ 471 $ 546 $ (95) $ (248)
2024 Transformation Initiative 55 62 (11) (12)
Kenvue Acquisition 106 — (16) —
Brazil Business Tax Credits 2 — (1) —
U.S. Tax Reform Related Matters (OBBBA) — — — 96
IFP Repatriated Earnings — — — 3
Unrealized (Gains) Losses on Commodity Hedges (2) — — —
As Adjusted $ 632 $ 608 $ (123) $ (161)
Preliminary For the Three Months
Data
Ended
for the Three Months
September 30, 2025
Ended
September 30, 2026
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Estimated Actual
(unaudited)
Effective Tax Rate
As Reported 20.2% 45.4%
As Adjusted 19.5% 26.5%
(6) Adjusted Earnings per Share Attributable to Kimberly-Clark is not calculated or presented in accordance
with GAAP. We describe this measure in this Current Report under the heading “Non-GAAP Financial Information” and reconcile
it below to its most directly comparable financial measure calculated and presented in accordance with GAAP. The following table presents
a reconciliation of our Diluted Earnings per Share Attributable to Kimberly-Clark to Adjusted Earnings per Share Attributable to Kimberly-Clark:
Preliminary For the
Data Three Months
for the Three Months Ended
Ended September 30, 2025
September 30, 2026
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Estimated Actual
(unaudited)
Diluted Earnings per Share Attributable to Kimberly-Clark $ 5.37 $ 1.34
2024 Transformation Initiative 0.13 0.14
Kenvue Acquisition 0.27 —
U.S. Tax Reform Related Matters (OBBBA) — 0.29
IFP Separation Costs 0.16 0.04
Equity Company Adjustments 0.12 —
IFP Repatriated Earnings — 0.01
IFP Reorganization Tax Charges (0.01) —
IFP Transaction Gain (4.33) —
Unrealized (Gains) Losses on Commodity Hedges (0.01) —
Adjusted Earnings per Share Attributable to Kimberly-Clark(a) $ 1.70 $ 1.82
(a) The non-GAAP adjustments included above for the three months ended September 30, 2026 are presented net
of tax in the amount of $13 million, $1 million and $3 million for Equity Company Adjustments, IFP Separation Costs and IFP Reorganization
Tax Charges, respectively. Tax amounts for the IFP Transaction Gain were not material. The non-GAAP adjustments included above for the
three months ended September 30, 2025 are presented net of tax in the amount of $4 million for IFP Separation Costs. The income tax effect
of these non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of
the underlying non-GAAP adjustment. Refer to the Adjusted Effective Tax Rate reconciliation above for the tax effect of the other adjustments
included herein on Kimberly-Clark’s estimated provision for income taxes.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On October 15, 2026, we issued a press release
to reaffirm our previously announced outlook for 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 and Item 7.01 of
this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in
Item 2.02 and Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise expressly stated in such filing.
Non-GAAP Financial Information
This Current Report includes certain financial
measures, such as Organic Sales Growth, Adjusted Gross Profit, Adjusted Operating Profit, Adjusted Earnings per Share from Continuing
Operations, Adjusted Earnings per Share Attributable to Kimberly-Clark, and Adjusted Effective Tax Rate, not calculated in accordance
with generally accepted accounting principles in the United States (“GAAP”). Unless specifically stated, all discussions regarding
non-GAAP financial measures reflect results from our continuing operations for all periods presented.
We use these non-GAAP financial measures to assist
in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items that
we do not believe reflect our underlying and ongoing operations. We believe that presenting these non-GAAP financial measures is useful
to investors because it (i) provides investors with meaningful supplemental information regarding financial performance by excluding certain
items, (ii) permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions,
and evaluate historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating
our results. We believe that the presentation of these non-GAAP financial measures, when considered together with the corresponding U.S.
GAAP financial measures and the reconciliation to those measures, provides investors with additional understanding of the factors and
trends affecting our business than could be obtained absent these disclosures.
These non-GAAP financial measures are not meant
to be considered in isolation or as a substitute for the comparable GAAP measures, and they should be read only in conjunction with our
consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because
they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential
differences in methods of calculation and items being excluded. We compensate for these limitations by using these non-GAAP financial
measures as a supplement to the GAAP measures and by providing reconciliations of the non-GAAP and comparable GAAP financial measures.
Certain non-GAAP financial measures referenced
in this Current Report are presented on a forward-looking basis. Kimberly-Clark does not provide a reconciliation of these forward-looking
non-GAAP financial measures to the most directly comparable GAAP financial measures on a forward-looking basis because it is unable to
predict certain adjustment items without unreasonable effort. Please note that these items could be material to Kimberly-Clark’s
results calculated in accordance with GAAP.
The non-GAAP financial measures exclude the following
items for the relevant time periods:
2024 Transformation Initiative – We initiated this transformation to create a more agile and focused operating structure that will accelerate our proprietary pipeline of innovation in right-to-win spaces and improve our growth trajectory, profitability, and returns on investment.
Kenvue Acquisition – Acquisition-related costs incurred in connection with our previously announced pending acquisition of Kenvue Inc., a Delaware corporation (the “Kenvue Acquisition”), primarily related to external advisory, legal, accounting, and other related costs.
Brazil Business Tax Credits – Favorable legal ruling resolving certain matters related to prior years' business taxes in Brazil.
U.S. Tax Reform Related Matters (OBBBA) – In the third quarter of 2025, we recognized a valuation allowance on prior year U.S. foreign tax credits as a result of provisions within the OBBBA that impact our ability to use the credits.
Equity Company Adjustments – Kimberly-Clark’s proportionate share of charges recognized by the Joint Venture formed as part of the completion of the IFP Transaction for certain acquisition-related accounting impacts and restructuring charges.
IFP Separation Costs – Costs incurred in connection with the IFP Transaction related to external advisory, legal, accounting, contractor and other incremental costs, and are reported in discontinued operations.
IFP Repatriated Earnings – In connection with the IFP Transaction, we recognized deferred tax liabilities for certain permanently reinvested earnings from the IFP Business that are expected to be repatriated.
IFP Reorganization Tax Charges – Net tax charges primarily related to the U.S. federal tax impacts from an intercompany intellectual property transaction and reorganization activities completed in connection with the IFP Transaction.
IFP Transaction Gain – Gain recognized in connection with the completion of the IFP Transaction.
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.
Cautionary Statement Regarding Forward-Looking
Information
Certain matters contained in this Current Report,
including expectations regarding our 2026 outlook and related guidance, including raw material, energy and other input costs, the anticipated
charges and savings from the 2024 Transformation Initiative, cash flow and uses of cash, growth initiatives, innovations, marketing and
other spending, net sales, anticipated currency rates and exchange risks, including the impact in Argentina and Türkiye, effective
tax rate, contingencies and anticipated transactions of Kimberly-Clark, including dividends, share repurchases and pension contributions,
constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act and are qualified by the inherent risks and uncertainties surrounding future expectations generally. There can be no assurance that
these future events will occur as anticipated or that our results will be as estimated. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties, many of which are beyond our control. Forward-looking statements are
based upon the expectations and beliefs of the management of Kimberly-Clark as of the date they were made and speak only as of the date
they were made. We undertake no obligation to publicly update any forward-looking statements. Some of these forward-looking statements
can be identified by words like “anticipate,” “approximately,” “believe,” “continue,”
“could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,”
“plan,” “possible,” “potential,” “predict,” “project,” “seek,”
“should,” “target,” “will” or “would,” the negative of these words, other terms of similar
meaning or the use of future dates.
The assumptions used as a basis for the forward-looking
statements include many estimates that, among other things, depend on the achievement of future cost savings and projected volume increases.
In addition, many factors outside our control, including risks and uncertainties around the Kenvue Acquisition (including the risk that
the anticipated benefits and synergies of the Kenvue Acquisition may not be realized when expected or at all, the terms and scope of the
expected financing in connection with the Kenvue Acquisition may prove to be less favorable than currently expected, that the Kenvue Acquisition
may not be completed in a timely manner or at all and the risk of litigation related to the Kenvue Acquisition), the International Family
Care and Professional joint venture transaction with Suzano S.A. (including risks relating to the incurrence of significant transaction
costs, adverse market reactions, regulatory or legal challenges and operational disruptions), risks that we are not able to realize the
anticipated benefits of the 2024 Transformation Initiative (including risks related to disruptions to our business or operations or related
to any delays in implementation), war in Ukraine (including the related responses of consumers, customers, and suppliers and sanctions
issued by the U.S., the European Union, Russia or other countries), government trade or similar regulatory actions (including current
and potential trade and tariff actions affecting the countries where we operate and the resulting negative impacts on our supply chain,
commodity costs, and consumer spending), pandemics, epidemics, fluctuations in foreign currency exchange rates, the prices and availability
of our raw materials, supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including customers,
suppliers and financial institutions with which we do business), failure to realize the expected benefits or synergies from our acquisition
and disposition activity, impairment of goodwill and intangible assets and our projections of operating results and other factors that
may affect our impairment testing, changes in customer preferences, severe weather conditions, regional instabilities and hostilities
(including the war in Iran), potential competitive pressures on selling prices for our products, energy costs, general economic and political
conditions globally and in the markets in which we do business, as well as our ability to maintain key customer relationships, could affect
the realization of these estimates.
Additional information and factors concerning
these risks, uncertainties and assumptions can be found in Kimberly-Clark’s filings with the SEC, including the risk factors discussed
in Kimberly-Clark’s most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and future filings
with the SEC. Forward-looking statements included herein are made only as of the date hereof and Kimberly-Clark undertakes no obligation
to update any forward-looking statements, or any other information in this Current Report, as a result of new information, future developments
or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this Current
Report are qualified in their entirety by this cautionary statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release issued by Kimberly-Clark Corporation on October 15, 2026.
104 The cover page from Kimberly-Clark Corporation’s Current Report on Form 8-K, formatted in Inline XBRL.