As filed with the Securities and Exchange Commission on February 13, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of incorporation or organization)
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39-0394230
(I.R.S. employer identification number)
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P.O. Box 619100
Dallas, Texas 75261-9100
(972) 281-1200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Grant B. McGee
Senior Vice President, General Counsel & Corporate Secretary
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100
(972) 281-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Andrew L. Fabens
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging Growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
PROSPECTUS
Debt Securities
Common Stock
Preferred Stock
Warrants
This prospectus relates to debt securities, common stock, preferred stock and warrants that we may sell from time to time in one or more offerings. The debt securities, preferred stock and warrants may be convertible into or exercisable or exchangeable for shares of our common stock or other securities.
Each time securities are offered under this prospectus, we will provide a prospectus supplement and attach it to this prospectus. We will provide specific terms of the offerings in supplements to this prospectus. A prospectus supplement also may modify or supersede information contained in this prospectus. This prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement describing the method and terms of the applicable offering.
We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. We will offer the securities in amounts, at prices and on terms to be determined by market conditions at the time of the offerings.
The common stock of Kimberly-Clark Corporation is listed on the New York Stock Exchange (the “NYSE”) under the symbol “KMB.” Any common stock of Kimberly-Clark Corporation sold pursuant to a prospectus supplement will be listed on the NYSE, subject to official notice of issuance.
Investing in these securities involves certain risks. See the “Risk Factors” on page 1 of this prospectus.
Neither the Securities and Exchange Commission (the “SEC” or the “Commission”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 13, 2025.
Table of Contents
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You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information that is different from what is contained or incorporated by reference in this prospectus. The date of this prospectus can be found on the first page. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus or a prospectus supplement is accurate as of any date other than the date on the front of the document.
About This Prospectus
This prospectus is part of a “shelf” registration statement that we have filed with the SEC. By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find More Information.”
This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”
Unless we otherwise specify or the context otherwise requires, references to “Kimberly-Clark,” “we,” “us” and “our” refer to Kimberly-Clark Corporation and its consolidated subsidiaries.
Risk Factors
An investment in our securities involves a high degree of risk. You should carefully consider the risks described in our filings with the SEC referred to under the heading “Where You Can Find More Information” below as well as the risks included and incorporated by reference in this prospectus, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein, including the specific risks that may be included in a prospectus supplement under the caption “Risk Factors.”
Where You Can Find More Information
We file annual, quarterly and current reports, proxy and information statements, and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file with the SEC. Our SEC filings are available to the public from the SEC’s website at http://www.sec.gov and on our website at http://www.kimberly-clark.com. The information on our website is not part of this prospectus.
The SEC allows us to “incorporate by reference” the information we file with it, which means we can disclose information to you by referring you to those documents. Information incorporated by reference is part of this prospectus. Information later filed with the SEC automatically updates and supersedes information in this prospectus.
We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until this offering is completed (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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Our current report on Form 8-K filed on January 28, 2025 (in each case, except for any information contained therein which is furnished rather than filed); and
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The description of our common stock contained in Exhibit (4)f to our annual report on Form 10-K for the year ended December 31, 2023, including any amendments or reports filed for the purpose of updating such description.
We are not incorporating by reference any documents or information deemed to have been furnished and not filed in accordance with SEC rules.
We will provide to you at no charge, upon your written or oral request, a copy of these filings or any other information incorporated by reference in this prospectus, other than exhibits to the filings which are not specifically incorporated by reference. You may request this information by contacting us at the following address and telephone number:
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100
Attention: Corporate Secretary
(972) 281-1200
Forward-Looking Statements
Any prospectus supplement and documents incorporated by reference in this prospectus may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “seeks,” “aims,” “goals,” “targets,” “plans,” “forecasts,” “projects,” “estimates,” “believes,” “continues,” “may,” “will,” “should,” “would,” “could,” “might” and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning the business outlook, including raw material, energy and other input costs, the anticipated charges and savings from the 2024 Transformation Initiative, cash flow and uses of cash, growth initiatives, innovations, marketing and other spending, net sales, anticipated currency rates and exchange risks, including the impact in Argentina and Türkiye, effective tax rate, contingencies and anticipated transactions of Kimberly-Clark, including dividends, share repurchases and pension contributions. These statements are based upon management’s expectations and beliefs concerning future events impacting us. There can be no assurance that these future events will occur as anticipated or that our results will be as estimated.
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 the risk 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), 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 Israel), government trade or similar regulatory actions, 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. These factors, together with those described in our Annual Report on Form 10-K under Item 1A, “Risk Factors,” in any applicable prospectus supplement and in our other SEC filings, could cause our future results to differ from those expressed in these forward-looking statements. Other factors not presently known to us or that we presently consider immaterial could also affect our business operations and financial results. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them.
Description of Kimberly-Clark
We are a global company focused on delivering products and solutions that provide better care for a better world through product innovation and building our brands. We are principally engaged in the manufacturing and marketing of a wide range of products made from natural or synthetic fibers and materials using advanced technologies in fibers, nonwovens and absorbency. Fueled by ingenuity, creativity, and an understanding of people’s most essential needs, we create products that help individuals experience more of what’s important to them. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, GoodNites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, encompass five global daily-need product categories: Baby & Child Care, Adult Care, Feminine Care, Family Care, and Professional. We strive to use sustainable practices that support a healthy planet, build strong communities, and ensure our business will thrive for decades to come.
In the fourth quarter of 2024, we realigned our internal operating and management structure to streamline our global supply chain and improve the efficiency of our corporate and regional overhead cost structures. As a result of this realignment, we manage and report our operations through three reportable segments defined by geographic regions and product groupings: North America, International Personal Care and International Family Care and Professional.
The principal sources of revenue in each segment are described below:
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North America consists of products encompassing each of our five global daily-need categories across consumer and professional channels including disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products, reusable underwear, facial and bathroom tissue, paper towels, napkins, wipers, tissue, towels, soaps and sanitizers and other related products. These products are sold under the Huggies, Pull-Ups, GoodNites, Kotex, Poise, Depend, Kleenex, Scott, Cottonelle, Viva, Wypall and other brand names.
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International Personal Care consists of three core categories — Baby & Child Care, Adult Care and Feminine Care, including disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products, reusable underwear and other related products. These products are sold under the Huggies, Kotex, Goodfeel, Intimus, Depend and other brand names.
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International Family Care and Professional consists of two core categories — Family Care and Professional, including facial and bathroom tissue, paper towels, napkins, wipers, tissue, towels, soaps and sanitizers and other related products. These products are sold under the Kleenex, Scott, Viva, Andrex, Scottex, Wypall and other brand names.
These reportable segments were determined in accordance with how our Chief Executive Officer, who is our chief operating decision maker, develops and executes global strategies to drive growth and profitability. These strategies include global plans for branding and product positioning, technology, research and development programs, cost reductions including supply chain management, and capacity and capital investments for each of these businesses.
Products for household use are sold directly to supermarkets, mass merchandisers, drugstores, warehouse clubs, variety and department stores and other retail outlets, as well as through other distributors and e-commerce. Products for professional use are sold through distributors, directly to manufacturing, lodging, office building, food service, and high-volume public facilities, and through e-commerce.
Kimberly-Clark was incorporated in Delaware in 1928. Our principal executive offices are located at 351 Phelps Drive, Irving, Texas 75038 and our telephone number is (972) 281-1200.
Use of Proceeds
Unless we state otherwise in a prospectus supplement, we intend to use the net proceeds from the sales of securities offered by this prospectus for general corporate purposes, which may include working capital, acquisitions, repurchases of common stock, capital expenditures and the repayment of indebtedness.
Description of Debt Securities
The general provisions of the debt securities are described below. The specific terms of the debt securities and the extent, if any, to which the general provisions may not apply will be described in a prospectus supplement.
The debt securities will be issued under the first amended and restated indenture dated as of March 1, 1988, as amended by the first, second and eighth supplemental indentures dated as of November 6, 1992, May 25, 1994 and October 27, 2021 respectively.
We have summarized the material provisions of the indenture below. The indenture has been filed as an exhibit to the registration statement and you should read the indenture for a complete statement of the provisions summarized in this prospectus and for provisions that may be important to you. For information on obtaining a copy of the indenture, see “Where You Can Find More Information” in this prospectus.
General
The debt securities will be unsecured obligations and will rank equally and ratably with all of our other currently outstanding unsecured and unsubordinated debt. In addition to the debt securities that we may offer under this prospectus, we may issue additional debt in an unlimited amount in one or more series under
the indenture or other agreements. This additional debt may contain provisions different from those included in the indenture or applicable to one or more series of debt securities.
Prospectus Supplement
You should refer to the prospectus supplement for the following specific terms of the debt securities:
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the title;
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the aggregate principal amount;
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the initial offering price(s) at which they will be sold;
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the date(s) on which the principal will be payable;
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the rate(s) (which may be fixed or variable) at which they will bear interest, if any, and the date(s) from which the interest, if any, will accrue;
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the date(s) on which the interest, if any, will be payable and any record dates for the interest payments;
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any sinking fund or similar provisions, whether mandatory or at your option, along with the periods, prices and terms of redemption, purchase or repayment;
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any provisions for redemption or purchase, at our option or otherwise, including the periods, prices and terms of redemption or purchase;
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the amount or percentage payable if their maturity is accelerated, if other than the entire principal amount;
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the currency of our payments of principal, premium, if any, and interest, and any index used to determine the amounts of such payments;
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any defeasance provisions with respect to the amount we owe, restrictive covenants and/or events of default; and
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any other terms in addition to those described in this prospectus.
We may issue debt securities as original issue discount securities to be offered and sold at a substantial discount from their principal amount. Special federal income tax, accounting and other considerations relating to any original issue discount securities will be described in the applicable prospectus supplement.
Unless otherwise indicated in the prospectus supplement, the covenants contained in the indenture and the debt securities would not necessarily protect you in the event of a highly leveraged or other transaction to which we are or may become a party.
Restrictive Covenants
Meanings of Terms.
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When we use the term “attributable debt” in the context of a sale and lease-back transaction, we mean the present value (discounted at the rate of interest implicit in the terms of the lease involved in such sale and lease-back transaction, as determined by us in good faith) of our obligation thereunder for rental expenses. We exclude from this calculation any amounts we pay for maintenance and repairs, insurance, taxes, assessments, water rates or similar charges, or amounts contingent upon sales amounts.
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When we use the term “consolidated net tangible assets,” we mean the total amount of our assets minus (a) applicable reserves, (b) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and excluding current maturities of long-term indebtedness) and (c) intangible assets. Our consolidated net tangible assets include any attributable debt with respect to a sale and lease-back transaction that is not capitalized on our balance sheet.
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When we use the term “principal property,” we mean any of our mills, manufacturing plants, manufacturing facilities or timberland, located within the United States having a gross book value in excess of 1% of our consolidated net tangible assets and which is owned by us or any restricted subsidiary. However, if our board of directors decides that any facility is not of material importance, it will not be considered a principal property.
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When we use the term “restricted subsidiary,” we mean any of our subsidiaries (a) which has substantially all of its property or conducts substantially all of its business in the United States, and (b) which owns a principal property. The term does not include subsidiaries whose business consists principally of financing operations outside the United States or leasing or financing installment receivables.
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When we use the term “sale and lease-back transaction,” we mean any arrangement where we or any restricted subsidiary lease a principal property from a third party and the principal property has been or is to be sold or transferred by us or the restricted subsidiary to the third party with the intention of taking back the lease. The term does not include temporary leases of three years or less, including any renewal thereof, or certain intercompany leases.
Liens. Section 1004 of the indenture provides that we will not, and will not permit any restricted subsidiary to, issue, assume or guarantee any debt secured by a mortgage, security interest, pledge or lien (hereafter called a “mortgage”) of or on any principal property, or any shares of capital stock or debt of any restricted subsidiary, without also providing that the debt securities (together with, if we determine, any other indebtedness issued, assumed or guaranteed by us or any restricted subsidiary and then existing or thereafter created) shall be secured by the mortgage equally and ratably with or prior to such debt. This restriction does not apply to:
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mortgages on any property acquired, constructed or improved by, or on any shares of capital stock or debt acquired by, us or any restricted subsidiary to secure (a) the payment of the purchase price of the property, shares or debt or (b) debt which finances all or any part of (i) the purchase price of the property, shares or debt, or (ii) the cost of constructing or improving the property, and which debt is incurred prior to or within 360 days after the acquisition, completion of construction or commencement of commercial operation of the property;
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mortgages on any property, shares of capital stock or debt existing at the time we or any restricted subsidiary acquires the property, shares or debt;
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mortgages on property of a corporation existing at the time that corporation merges or consolidates with us or any restricted subsidiary or at the time that corporation sells or transfers all or substantially all of its properties to us or any restricted subsidiary;
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mortgages on any property, shares of capital stock or debt of any corporation existing at the time that corporation becomes a restricted subsidiary;
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mortgages to secure intercompany debt among us and/or any of our restricted subsidiaries;
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mortgages in favor of governmental bodies to secure advance or progress payments or to secure the purchase price of the mortgaged property; and
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extensions, renewals or replacements of any existing mortgage or any mortgage referred to above.
In addition, we or any restricted subsidiary may, without equally and ratably securing the debt securities, issue, assume or guarantee debt secured by a mortgage not excepted above, if the aggregate amount of the debt, together with (a) all other debt secured by mortgages not so excepted, and (b) the attributable debt with respect to sale and lease-back transactions, does not at the time exceed 5% of our consolidated net tangible assets. For purposes of clause (b) of this calculation, certain sale and lease-back transactions in which the attributable debt has been applied to the optional prepayment or retirement of long-term debt are excluded.
Arrangements under which we or any restricted subsidiary transfer an interest in timber but retain an obligation to cut the timber in order to provide the transferee with a specified amount of money will not create a mortgage or a sale and lease-back transaction under the indenture.
Sale and Lease-Back Transactions. Section 1005 of the indenture provides that neither we nor any restricted subsidiary may engage in sale and lease-back transactions with respect to any principal property unless:
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we or the restricted subsidiary are able, without equally and ratably securing the debt securities, to incur debt secured by a mortgage on the property pursuant to the exceptions described in “Liens” above;
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we or the restricted subsidiary are able, without equally and ratably securing the debt securities, to incur debt secured by a mortgage on the property in an amount at least equal to the attributable debt with respect to the transaction; or
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within 360 days after the effective date of the transaction, we or the restricted subsidiary apply an amount equal to the attributable debt with respect to the transaction to the optional prepayment or retirement of our long-term debt or that of any restricted subsidiary.
Consolidations, Mergers and Sales of Assets
Section 801 of the indenture provides that we may consolidate with or merge into, and sell or transfer all or substantially all of our property and assets to, any other corporation. The corporation formed by the consolidation or into which we merge, or the corporation which acquires all or substantially all of our property and assets, must assume, by execution of a supplemental indenture, our obligations to:
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pay the principal of and premium, if any, and interest on the debt securities when due; and
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perform and observe all the terms, covenants and conditions of the indenture.
If, upon the consolidation, merger, sale or transfer, any principal property or any shares of capital stock or debt of any restricted subsidiary would become subject to a mortgage, security interest, pledge or lien securing any debt of, or guaranteed by, the other corporation, we must secure, prior to the consolidation, merger, sale or transfer, the payment of the principal of and premium, if any, and interest on the debt securities equally and ratably with or prior to the debt secured by the mortgage, security interest, pledge or lien. This provision would not apply to any mortgage which would be permitted under “Liens” above.
Events of Default
Section 501 of the indenture provides that the following are events of default with respect to debt securities of any series:
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our failure to pay principal of or premium, if any, on any debt security of that series at maturity;
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our failure to pay interest on any debt security of that series when due, continued for 30 days;
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our failure to make any sinking fund payment, when due, in respect of any debt security of that series;
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our failure to perform any other covenant or agreement in the indenture that is applicable to debt securities of that series, continued for 90 days after written notice;
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certain events involving bankruptcy, insolvency or reorganization; and
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any other event of default applicable to debt securities of that series.
An event of default with respect to a particular series of debt securities (except as to matters involving bankruptcy, insolvency or reorganization) does not necessarily mean that there is an event of default with respect to any other series of debt securities.
If an event of default occurs and continues, the trustee or the holders of at least 25% of the outstanding debt securities of that series may declare those debt securities to be due and payable. However, at any time after such a declaration of acceleration has been made, but before the stated maturity of the debt securities, the holders of a majority of the outstanding debt securities of that series may, subject to certain conditions, rescind and annul the acceleration if all events of default with respect to the debt securities, other than the non-payment of accelerated principal, have been cured or waived. You should refer to the prospectus supplement
relating to any series of debt securities that are original issue discount securities for particular provisions relating to acceleration of a portion of the principal amount of the original issue discount securities upon the occurrence and continuance of an event of default.
Subject to the trustee’s duties in the case of an event of default, the trustee is not required to exercise any of its rights or powers under the indenture at the request or direction of any holder unless one or more of them shall have offered reasonable indemnity to the trustee. Subject to this indemnification provision and certain other rights of the trustee, the holders of a majority of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.
No holder of any debt security of any series will have the right to institute any proceeding with respect to the indenture, unless:
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the holder shall have previously notified the trustee of a continuing event of default with respect to debt securities of that series and the holders of at least 25% of the outstanding debt securities of that series shall have requested, and offered reasonable indemnity to, the trustee to institute the proceeding;
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the trustee shall not have received from the holders of a majority of the outstanding debt securities of that series a direction inconsistent with the request; and
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the trustee shall have failed to institute the proceeding within 60 days.
However, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of and premium, if any, and interest on the debt security on or after the applicable due dates and to sue for the enforcement of any such payment.
The indenture requires us to furnish to the trustee annually a statement as to the absence of certain defaults under the indenture. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any non-monetary default with respect to debt securities of the series if it considers it in the interest of the holders to do so.
Defeasance and Covenant Defeasance
Section 402 of the indenture provides that we may be discharged from most of our obligations in respect of the outstanding debt securities of any series if we irrevocably deposit with the trustee money and/or United States government securities which, together with the income from those securities, are sufficient to pay the principal of, premium, if any, on and each installment of interest on the outstanding debt securities of the series on the stated maturity or redemption date, as the case may be. This arrangement requires that we (a) deliver to the trustee an opinion of counsel that we have received an Internal Revenue Service ruling, or a ruling of the Internal Revenue Service has been published that in the opinion of counsel establishes, that holders of the outstanding debt securities of the series will have no federal income tax consequences as a result of the deposit, defeasance and discharge, (b) deliver to the trustee an opinion of counsel that the outstanding debt securities of the series, if then listed on any securities exchange, will not be delisted as a result of the deposit, defeasance and discharge, and (c) deliver to the trustee an officer’s certificate and opinion of counsel, each stating that all conditions precedent to the deposit, defeasance and discharge have been met.
Section 1006 of the indenture provides that we need not comply with certain restrictive covenants, including those described under “Liens” and “Sale and Lease-back Transactions” above, and that our failure to comply would not be an event of default under the outstanding debt securities of any series, if we deposit with the trustee money and/or United States government securities which, together with the income from those securities, are sufficient to pay the principal of, premium, if any, on and each installment of interest on the outstanding debt securities of the series on the stated maturity or redemption date, as the case may be. Our other obligations under the indenture and the outstanding debt securities of the series would remain in full force and effect. This arrangement requires that we deliver to the trustee (a) an opinion of counsel that (i) the holders of the outstanding debt securities of the series will have no federal
income tax consequences as a result of the deposit and defeasance, (ii) the outstanding debt securities of the series, if then listed on any securities exchange, will not be delisted as a result of the deposit and defeasance, and (b) an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the defeasance have been complied with.
In the event the outstanding debt securities of the applicable series are declared due and payable because of the occurrence of an event of default, the amount of money and government securities on deposit with the trustee may not be sufficient to pay amounts due on the outstanding debt securities of the series at the time of the acceleration resulting from the event of default. However, we will remain liable to pay these amounts.
Amendments to the Indenture and Waiver of Covenants
Section 902 of the indenture provides that we may amend the indenture with the consent of the holders of at least 662∕3% of the outstanding debt securities of each series affected by the amendments. However, unless we have the consent of each holder of the affected debt securities, we may not:
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change the maturity date of the principal amount of, or any installment of principal of or interest on, any debt security;
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reduce the principal amount of or premium, if any, or any interest on, any debt security or reduce the amount of principal of an original issue discount security that would be due and payable upon acceleration;
•
change the place or currency of payment of the principal of or premium, if any, or interest on, any debt security;
•
impair the right to sue for payment with respect to any debt security after its maturity date; or
•
reduce the percentage of outstanding debt securities of any series which is required to consent to an amendment of the indenture or to waive our compliance with certain provisions of the indenture or certain defaults.
The holders of 662∕3% of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive our compliance with certain restrictive covenants of the indenture. The holders of a majority of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive any past default under the indenture with respect to that series, except (a) a default in the payment of the principal of or premium, if any, or interest on any debt security of that series, or (b) in respect of a provision which under the indenture cannot be amended without the consent of each holder of the affected debt securities.
Payments, Transfer and Exchange
Unless otherwise indicated in the prospectus supplement, we will make payments of principal and premium, if any, and interest on the debt securities, and you may exchange and transfer the debt securities, at the office of the trustee at U.S. Bank National Association, 13737 Noel Road, 8th Floor, Dallas, Texas 75240. We may elect to pay any interest by check mailed by first class mail to the address of the person entitled to receive the payment as it appears in the trustee’s security register.
We will not charge you for any transfer or exchange of debt securities, but we may require you to pay any related tax or other governmental charge.
Form of Debt Securities
The debt securities will be issued in registered form. We will issue debt securities only in denominations of $1,000 or integral multiples of that amount, unless the prospectus supplement states otherwise.
Unless the prospectus supplement otherwise provides, debt securities will be issued in the form of one or more global securities. This means that we will not issue certificates to each holder. Rather, we will issue global securities in the total principal amount of the debt securities distributed in that series.
Global Securities
In General. Debt securities in global form will be deposited with or on behalf of a depositary. Global securities are represented by one or more certificates for the series registered in the name of the depositary or its nominee. Debt securities in global form may not be transferred except as a whole among the depositary, a nominee of or a successor to the depositary, or any nominee of that successor. Unless otherwise identified in the prospectus supplement, the depositary will be The Depository Trust Company (“DTC”).
If a depositary for a series of debt securities is unwilling or unable to continue as depositary, we will issue that series of debt securities in registered form in exchange for the global security or securities of that series. We also may determine at any time in our discretion not to use global securities for any series. In that event, we will issue debt securities in registered form.
Ownership of the Global Securities; Beneficial Ownership. So long as the depositary or its nominee is the registered owner of a global security, that entity will be the sole holder of the debt securities represented by that instrument. We and the trustee are only required to treat the depositary or its nominee as the legal owner of the debt securities for all purposes under the indenture.
A purchaser of debt securities represented by a global security will not be entitled to receive physical delivery of certificated securities, will not be considered the holder of those securities for any purpose under the indenture and will not be able to transfer or exchange the global security, unless the prospectus supplement provides to the contrary. As a result, each beneficial owner must rely on the procedures of the depositary to exercise any rights of a holder under the indenture. In addition, if the beneficial owner is not a direct or indirect participant in the depositary, the beneficial owner must rely on the procedures of the participant through which it owns its beneficial interest in the global security. We understand that under existing industry practice, in the event we request any action of holders of debt securities or an owner of a beneficial interest in the global securities desires to take any action that the depositary, as the holder of the global securities, is entitled to take, the depositary would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.
The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. Those laws and the above conditions may impair the ability to transfer beneficial interests in the global securities.
Book-Entry System
Upon the issuance of the global securities, the depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by such global securities to the accounts of participants. The accounts to be credited shall be designated by the underwriters. Ownership of beneficial interests in the global securities will be limited to participants or persons that may hold interests through participants. Ownership of interests in the global securities will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by the depositary (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in the global securities through such participants).
We expect that the depositary, upon receipt of any payment of principal or interest in respect of the global securities, will credit immediately participants’ accounts with payment in amounts proportionate to their respective beneficial interests in the principal amount of the global securities as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in the global securities held through such participants will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants. None of Kimberly-Clark, the trustee or any agent of Kimberly-Clark or the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global securities for any debt securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between the depositary and its participants or the
relationship between such participants and the owners of beneficial interests in the global securities owned through such participants.
The debt securities represented by the global securities are exchangeable for certificated debt securities in definitive registered form of like tenor as such securities in denominations of $1,000 and in any greater amount that is an integral multiple thereof if (i) the depositary notifies us that it is unwilling or unable to continue as depositary for the global securities or if at any time the depositary ceases to be a clearing agency registered under the Exchange Act or (ii) we in our discretion at any time determine not to have all of the debt securities represented by the global securities and we notify the trustee thereof. Any global securities that are exchangeable pursuant to the preceding sentence are exchangeable for certificated debt securities registered in such names as the depositary shall direct. Subject to the foregoing, the global securities are not exchangeable, except for a global security or global securities of the same aggregate denominations to be registered in the name of the depositary or its nominee.
Unless and until they are exchanged in whole or in part for certificated debt securities in definitive form, the global securities may not be transferred except as a whole among the depositary, a nominee of or a successor to the depositary or any nominee of that successor.
Same-Day Settlement and Payment
Settlement by the purchasers of the debt securities will be made in immediately available funds. All payments by us to the depositary of principal and interest will be made in immediately available funds.
The debt securities will trade in the depositary’s settlement system until maturity, and therefore the depositary will require secondary trading activity in the debt securities to be settled in immediately available funds.
The Depository Trust Company
The following is based on information furnished by DTC and applies to the extent it is the depositary, unless otherwise stated in the prospectus supplement:
Registered Owner. The debt securities will be issued as fully registered securities in the name of Cede & Co., which is DTC’s partnership nominee. No single global security will be issued in a principal amount of more than $500 million. The trustee will deposit the global securities with DTC. The deposit of the global securities with DTC and their registration in the name of Cede & Co. will not change the beneficial ownership of the securities.
DTC Organization. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of that law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Exchange Act.
DTC is a wholly-owned subsidiary of The Depository Trust and Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with DTC’s participants. The rules that apply to DTC and its participants are on file with the SEC.
DTC Activities. DTC holds securities that its participants deposit with it. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts. This eliminates the need for physical movement of securities certificates.
Participants’ Records. The debt securities must be purchased by or through direct participants, which will receive a credit for the debt securities on DTC’s records. The beneficial owner’s ownership interest in the debt securities is in turn recorded on the direct or indirect participants’ records. Beneficial owners will not
receive written confirmations from DTC of their purchases, but they are expected to receive them, along with periodic statements of their holdings, from the direct or indirect participants through whom they purchased the debt securities. Transfers of ownership interests in the global securities will be made on the books of the participants on behalf of the beneficial owners. Certificates representing the interests of the beneficial owners in the debt securities will not be issued unless the use of global securities is suspended, as discussed above.
DTC has no knowledge of the actual beneficial owners of the global securities. Its records only reflect the identity of the direct participants as owners of the debt securities. Those participants may or may not be the beneficial owners. Participants are responsible for keeping account of their holdings on behalf of their customers.
Notices Among DTC, Participants and Beneficial Owners. Notices and other communications by DTC, its participants and the beneficial owners will be governed by standing arrangements among them, subject to any legal requirements in effect.
Voting Procedures. Neither DTC nor Cede & Co. will give consents for or vote the global securities. DTC generally mails an omnibus proxy to us just after any applicable record date. That proxy assigns Cede & Co.’s consenting or voting rights to the direct participants to whose accounts the securities are credited on the record date.
Payments. Principal and interest payments made by us will be delivered to Cede & Co. DTC’s practice is to credit direct participants’ accounts upon receipt of funds and corresponding detail information on the applicable payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for customers in bearer form or registered in “street name.” Those payments will be the responsibility of that participant, and not DTC, the trustee or us, subject to any legal requirements in effect at that time. We are responsible for paying principal, premium, if any, and interest to the trustee, which is responsible for making those payments to Cede & Co. DTC is responsible for disbursing those payments to direct participants. The participants are responsible for disbursing payments to the beneficial owners.
Governing Law
New York law will govern the indenture and the debt securities.
The Trustee
U.S. Bank National Association (as the successor trustee) serves as the trustee under the indenture with respect to the 2.000% Notes due November 2, 2031 and all subsequent series of debt securities that are issued under the indenture. The Bank of New York Mellon Trust Company, N.A. serves as the trustee under the indenture with respect to debt securities issued prior to October 27, 2021 and outstanding under the indenture. We may have normal banking relationships with each of the trustees and their affiliates in the ordinary course of business.
Description of Capital Stock
Set forth below is a description of our capital stock. The following description is a summary and is subject to the provisions of our Amended and Restated Certificate of Incorporation, our By-Laws and the relevant provisions of the law of the State of Delaware.
Common Stock
We are currently authorized to issue up to 1,200,000,000 shares of common stock, par value $1.25 per share. As of January 31, 2025, we had outstanding 331,684,601 shares of our common stock. The shares of common stock outstanding are fully paid and nonassessable.
Holders of our common stock are entitled to share equally and ratably in any dividends and in any assets available for distribution to stockholders on liquidation, dissolution or winding-up, subject, if preferred stock is then outstanding, to any preferential rights of such preferred stock. Each share of common
stock entitles the holder of record to one vote at all meetings of stockholders, and the votes are noncumulative. The common stock is not redeemable, has no subscription or conversion rights and does not entitle the holder to any preemptive rights.
Dividends may be paid on our common stock out of funds legally available for dividends, as and when declared from time to time by our board of directors.
Computershare Trust Company, N.A. is the transfer agent and registrar for our common stock.
Preferred Stock
We are also authorized to issue up to 20,000,000 shares of preferred stock, no par value per share, in one or more series. If preferred stock is issued, our board of directors may fix the designation, relative rights, preferences and limitations of the shares of each series. As of January 31, 2025, no shares of preferred stock were issued and outstanding.
Anti-Takeover Provisions
The provisions of Delaware law and our Amended and Restated Certificate of Incorporation and By-Laws we summarize below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his or her best interest.
Director Nominations. Our stockholders may nominate candidates for our board of directors or propose business to be acted upon at an annual or special meeting only if the stockholders follow the advance notice procedures described in our Amended and Restated Certificate of Incorporation together with the additional procedural and disclosure requirements under our By-Laws.
Individuals who are nominated by our board of directors, or who are nominated by a stockholder who has given to the secretary of Kimberly-Clark timely written notice, in proper form pursuant to the foregoing requirements and procedures, prior to an annual or special meeting of stockholders at which directors are to be elected, will be eligible for election to our board of directors. Although our Amended and Restated Certificate of Incorporation and By-Laws do not give our board of directors the power to approve or disapprove shareholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the advance notice procedures set forth therein may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of Kimberly-Clark.
In addition to the director nomination provisions described above, our By-Laws permit any stockholder or group of up to twenty stockholders who have maintained continuous qualifying ownership of 3% or more of our outstanding common stock for at least the previous three years to include up to a specified number of director nominees in our proxy materials for an annual meeting. The maximum number of stockholder nominees permitted under the proxy access provisions of our By-Laws is the greater of two or 20% of the total number of Kimberly-Clark directors on the last day a notice of nomination may be submitted. Generally, notice of a nomination must contain the information described above, along with certain additional information specified in our By-Laws. Director nominations that are late or that do not include all required information may be rejected. This could prevent stockholders from making director nominations.
No Action by Written Consent. Our Amended and Restated Certificate of Incorporation states that action may be taken by stockholders only at annual or special meetings of the stockholders, and that stockholders may not act by written consent.
Special Meetings of Stockholders. Our Amended and Restated Certificate of Incorporation and our By-Laws vest the power to call special meetings of stockholders in our chairman of the board, our chief executive officer, our board of directors or, subject to certain restrictions contained in our By-Laws, the holders of not less than 15% of our issued and outstanding shares of capital stock entitled to vote to request that a special meeting of stockholders be called. Each request for a special meeting must contain certain information about the requesting stockholders described in our By-Laws.
Certain Anti-Takeover Effects of Delaware Law. We are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years following the date when the person became an interested stockholder, unless:
•
either the business combination or the transaction which caused the stockholder to become an interested stockholder is approved by the board of directors prior to the date the interested stockholder obtained that status;
•
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for the purposes of determining voting stock outstanding (but not voting stock owned by the interested stockholder) shares owned by certain insiders and certain employee stock plans; or
•
on or subsequent to such date, the business combination is approved by the board and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the interested stockholder.
A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock.
The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to our company and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.
Description of Warrants
We may issue warrants, in one or more series, for the purchase of debt securities, common stock, preferred stock or other securities. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, these securities. In addition to this summary, you should refer to the detailed provisions of the specific warrant agreement for complete terms of the warrants and the warrant agreement. Each warrant agreement will be between us and a banking institution or trust company, as warrant agent. Further terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement.
A prospectus supplement accompanying this prospectus relating to a particular series of warrants will describe the terms of those warrants, including:
•
the title and the aggregate number of warrants;
•
the securities for which such warrants are exercisable;
•
the date or dates on which the right to exercise such warrants commence and expire;
•
the price or prices at which such warrants are exercisable;
•
the currency or currencies in which such warrants are exercisable;
•
the periods during which and places at which such warrants are exercisable;
•
the terms of any mandatory or optional call provisions;
•
the price or prices, if any, at which the warrants may be redeemed at the option of the holder or will be redeemed upon expiration;
•
the identity of the warrant agent; and
•
the exchanges, if any, on which such warrants may be listed.
Plan of Distribution
We may offer and sell the securities from time to time as follows:
•
through agents;
•
to dealers;
•
to underwriters;
•
directly to other purchasers; or
•
through a combination of any of these methods of sale.
The distribution of the securities may be made from time to time in one or more transactions, either:
•
at a fixed price or prices, which may be changed;
•
at market prices prevailing at the time of sale;
•
at prices related to prevailing market prices;
•
at prices determined by an auction process; or
•
at negotiated prices.
Through Agents
We and the agents designated by us may solicit offers to purchase securities. Agents that participate in the distribution of securities may be deemed underwriters under the Securities Act of 1933, as amended (the “Securities Act”). Any agent will be acting on a “best efforts” basis for the period of its appointment, unless we indicate differently in the prospectus supplement.
To Dealers
The securities may be sold to a dealer as principal. The dealer may then resell the securities to the public at varying prices determined by it at the time of resale. The dealer may be deemed to be an underwriter under the Securities Act.
To Underwriters
We may sell securities to one or more underwriters under an underwriting agreement that we enter into with them at the time of sale. The names of the underwriters will be set forth in the prospectus supplement, which will be used by the underwriters to resell the securities.
In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle such sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of a derivative transaction to close out any related open borrowings of stock. We otherwise may loan or pledge securities to a financial institution or other third party that in turn may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities, in either case using this prospectus and the applicable prospectus supplement.
Direct Sales
We may sell securities directly to you, without the involvement of underwriters or agents.
General Information
Any underwriters or agents will be identified and their compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make.
Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.
Legal Matters
The validity of the securities offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York. If legal matters in connection with offerings made by this prospectus are passed on by other counsel for us or by counsel for the underwriters of an offering of the securities, such counsel will be named in the applicable prospectus supplement.
Experts
The financial statements, and the related financial statement schedules, incorporated by reference in this Prospectus, and the effectiveness of our internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements and financial statement schedules are incorporated by reference in reliance upon the reports of such firm, given their authority as experts in accounting and auditing.
KIMBERLY-CLARK CORPORATION
Debt Securities
Common Stock
Preferred Stock
Warrants
PROSPECTUS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14.
Other Expenses of Issuance and Distribution
The following table lists the estimated expenses to be incurred by the registrant in connection with the issuance and distribution of securities registered under this registration statement, other than underwriting discounts and commissions:
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Securities and Exchange Commission registration fee
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|
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$ |
* |
|
|
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Accounting fees and expenses
|
|
|
|
|
** |
|
|
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Trustee and Warrant Agent fees and expenses (including counsel fees)
|
|
|
|
|
** |
|
|
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Legal fees and expenses
|
|
|
|
|
** |
|
|
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Printing and engraving fees
|
|
|
|
|
** |
|
|
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Rating agency fees
|
|
|
|
|
** |
|
|
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Miscellaneous
|
|
|
|
|
** |
|
|
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Total
|
|
|
|
|
** |
|
|
*
In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.
**
These fees will be dependent on the type of securities offered and number of offerings and, therefore, cannot be estimated at this time.
ITEM 15.
Indemnification of Directors and Officers
The registrant’s By-Laws (the “By-Laws”) provide, among other things, that the registrant shall (i) indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or witness, or is threatened to be made a party or witness, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the registrant) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the registrant, or is or was serving at the request of the registrant as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against all liability, loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or witness, or is threatened to be made a party or witness, or is otherwise involved in, any threatened, pending or completed action or suit by or in the right of the registrant to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the registrant, or is or was serving at the request of the registrant as a director or officer of another corporation partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans) against all liability, loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the registrant unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, the registrant is not required to indemnify any director or officer of the registrant in connection with an action, suit or proceeding (or part thereof) initiated by such director or officer
against the registrant or any directors, officers or employees thereof unless (i) the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the registrant or (ii) notwithstanding the lack of such authorization, the person seeking indemnification is successful on the merits.
The By-Laws further provide that (i) expenses (including attorneys’ fees) incurred by any current or former officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the registrant, to the fullest extent permitted by applicable law, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the registrant and (ii) the indemnification and advancement of expenses provided therein shall not be deemed exclusive of any other rights to which those seeking indemnification shall be entitled, or may thereafter acquire under any statute, provision of the registrant’s Amended and Restated Certificate of Incorporation, the By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
The By-Laws further provide that any repeal or modification of the indemnification provisions of the By-Laws will not adversely affect any right or protection thereunder of a director or officer of the registrant in respect of any action, suit or proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of or relating to any acts or omissions occurring prior to such repeal or modification, and the rights to indemnification and advancement of expenses pursuant to the indemnification provisions of the By-Laws will vest at the time any such person becomes a director or officer of the registrant.
Section 145 of the General Corporation Law of the State of Delaware authorizes indemnification by the registrant of directors and officers under the circumstances provided in the provisions of the By-Laws described above, and requires such indemnification for expenses actually and reasonably incurred to the extent a director or officer is successful in the defense of any action, or any claim, issue or matter therein.
The registrant has purchased insurance which purports to insure the registrant against certain costs of indemnification which may be incurred by it pursuant to the By-Laws and to insure the officers and directors of the registrant, and of its subsidiary companies, against certain liabilities incurred by them in the discharge of their functions as such officers and directors except for liabilities resulting from their own malfeasance.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporation of the registrant includes a provision that eliminates the personal liability of each of the registrant’s directors and officers for monetary damages for breach of such director’s or officer’s fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.
ITEM 16.
Exhibits
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Exhibit
No.
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Document
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4.1
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Amended and Restated Certificate of Incorporation of Kimberly-Clark, dated May 2, 2024 (incorporated by reference to Exhibit (3)a to the Current Report on Form 8-K filed on May 2, 2024).
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4.2
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By-Laws of Kimberly-Clark, as amended April 29, 2021 (incorporated by reference to Exhibit No. (3)b to the Current Report on Form 8-K dated April 29, 2021).
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4.3
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First Amended and Restated Indenture dated as of March 1, 1988 (the “Indenture”) between Kimberly-Clark and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The First National Bank of Chicago) as Trustee (originally executed with Bank of America National Trust and Savings Association) (incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3 filed on February 2, 1998 (Registration No. 333-45399)).
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4.4
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Three forms of Debt Securities (included in Exhibit 4.1 at pages A-1 through C-5) (incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3 filed on February 2, 1998 (Registration No. 333-45399)).
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4.5
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First Supplemental Indenture, dated as of November 6, 1992, to the Indenture (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on Form S-3 filed on June 17, 1994 (Registration No. 33-54177)).
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4.6
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Second Supplemental Indenture, dated as of May 25, 1994, to the Indenture (incorporated by reference to Exhibit No. 4.4 to the Registration Statement on Form S-3 filed on June 17, 1994 (Registration No. 33-54177)).
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4.7
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Eighth Supplemental Indenture, dated as of October 27, 2021, to the Indenture, among Kimberly-Clark, The Bank of New York Mellon Trust Company, N.A., as successor trustee, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit No. 4.3 to the Current Report on Form 8-K filed on November 2, 2021).
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4.8
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Instrument of Resignation, Appointment and Acceptance dated as of December 12, 1995 among Kimberly-Clark, Bank of America National Trust and Savings Association and The First National Bank of Chicago, as successor Trustee (incorporated by reference to Exhibit No. 4.5 to the Registration Statement on Form S-3 filed on February 2, 1998 (Registration No. 333-45399)).
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1
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Consent of Deloitte & Touche LLP.
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23.2
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Consent of Gibson, Dunn & Crutcher LLP (contained in its opinion filed as Exhibit 5.1).
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24.1
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Powers of Attorney.
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25.1
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Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association.
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107
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Filling Fee Tables.
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The registrant will file as an exhibit to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the forms of any debt securities, preferred stock or warrants and (iii) any additional required opinions of counsel with respect to the legality of, or certain tax matters relative to, the securities offered hereby.
ITEM 17.
Undertakings
(a) The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kimberly-Clark Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Irving, Texas, on the 13th day of February 2025.
KIMBERLY-CLARK CORPORATION
By:
/s/ Nelson Urdaneta
Nelson Urdaneta
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Michael D. Hsu
Michael D. Hsu
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Chairman of the Board and Chief Executive Officer and Director (principal executive officer)
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February 13, 2025
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/s/ Nelson Urdaneta
Nelson Urdaneta
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Senior Vice President and Chief Financial Officer (principal financial officer)
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February 13, 2025
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/s/ Andrew S. Drexler
Andrew S. Drexler
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Vice President and Controller (principal accounting officer)
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February 13, 2025
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Directors
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Sylvia M. Burwell
John W. Culver
Mae C. Jemison, M.D.
Deeptha Khanna
S. Todd Maclin
Deirdre A. Mahlan
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Sherilyn S. McCoy
Christa S. Quarles
Jaime A. Ramirez
Joseph Romanelli
Dunia A. Shive
Mark T. Smucker
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By:
/s/ Grant B. McGee
Grant B. McGee,
Attorney-in-Fact
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February 13, 2025
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Exhibit 5.1
February 13, 2025
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100
| Re: | Kimberly-Clark Corporation
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Kimberly-Clark Corporation, a Delaware
corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission
(the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities
Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance
and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable)
of:
(i) the
Company’s unsecured debt securities (the “Debt Securities”);
(ii) shares
of the Company’s common stock, par value $1.25 per share (the “Common Stock”);
(iii) shares
of the Company’s preferred stock, no par value per share (the “Preferred Stock”); and
(iv) warrants
for the purchase of Debt Securities, Common Stock, Preferred Stock or other securities (the “Warrants”).
The Debt Securities, Common Stock, Preferred Stock and Warrants are
collectively referred to herein as the “Securities.” The Debt Securities are to be issued under an indenture entered into
between the Company and U.S. Bank National Association, as indenture trustee, as heretofore amended (the “Base Indenture”).
In arriving at the opinions expressed below, we have examined
originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of
the Base Indenture, forms of the Debt Securities, and such other documents, corporate records, certificates of officers of the
Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these
opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural
persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents
submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and
without independent investigation upon statements and representations of officers and other representatives of the Company and
others.
Gibson, Dunn & Crutcher LLP
200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com
Kimberly-Clark Corporation
February 13, 2025
Page. 2
We have assumed without independent investigation that:
(i) at
the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement
and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable
laws;
(ii) at
the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby
and all related documentation and will comply with all applicable laws;
(iii) all
Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;
(iv) at
the Relevant Time, all corporate or other action required to be taken by the Company to duly authorize each proposed issuance of Securities
and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise,
conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (ii) the execution
(in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs
1 through 4 below) shall have been duly completed and shall remain in full force and effect;
(v) upon
issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total
number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock
or Preferred Stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant
documents;
(vi) in
the case of Debt Securities, at the Relevant Time, the Base Indenture shall have been duly qualified under the Trust Indenture Act of
1939; and
(vii) at
the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities
offered or issued will have been duly authorized by all necessary corporate or other action of the Company and duly executed and delivered
by the Company and the other parties thereto.
Kimberly-Clark Corporation
February 13, 2025
Page. 3
Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. With
respect to any Debt Securities, when:
a. the
terms and conditions of such Debt Securities have been duly established by supplemental indenture or officers’ certificate in accordance
with the terms and conditions of the Base Indenture,
b. any
such supplemental indenture has been duly executed and delivered by the Company and the relevant trustee (together with the Base Indenture,
the “Indenture”), and
c. such
Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms
of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or
similar agreement,
such Debt Securities will be legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective terms.
2. With
respect to any shares of Preferred Stock, when:
a. the
certificate of designations relating to such Preferred Stock (the “Certificate of Designations”) has been duly executed and
filed with the Office of the Secretary of State of the State of Delaware,
b. such
shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement and for the
consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any Convertible Security and for any additional
consideration specified in such Convertible Security or the instrument governing such Convertible Security providing for such conversion
or exercise, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either
event not be less than the par value of the Preferred Stock, and
c. any
such Convertible Security was previously validly issued and is fully paid an non-assessable (in the case of an equity Security) or
is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,
such shares
of Preferred Stock will be validly issued, fully paid and non-assessable.
Kimberly-Clark Corporation
February 13, 2025
Page. 4
3. With
respect to shares of Common Stock, when:
a. such
shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in accordance with the
applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, or (ii) upon
conversion or exercise of any Convertible Security, in accordance with the terms of such Convertible Security or the instrument
governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified
therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either
event not be less than the par value of the Common Stock, and
b. any
such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is
a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, such shares of Common
Stock will be validly issued, fully paid and non-assessable.
4. With
respect to any Warrants, when:
a. the
warrant agreement relating to such Warrants (the “Warrant Agreement”), if any, has been duly executed and delivered by the
Company and each other party thereto,
b. the
terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable definitive purchase,
underwriting or similar agreement, and
c. the
Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any,
and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,
such Warrants will be legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
The opinions expressed above are subject to the following exceptions,
qualifications, limitations and assumptions:
A. We
render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of
America and, for purposes of paragraphs 2 and 3 above, the Delaware General Corporation Law. We are not admitted to practice in the State
of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries
as we consider necessary to render the opinions contained in paragraphs 2 and 3 above. Without limitation, we do not express any opinion
regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York,
the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the facts as they currently
exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations
thereof or such facts.
B. The
opinions above with respect to the Indenture, the Debt Securities the Warrants and the Warrant Agreement (collectively, the
“Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement
or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or
other laws regarding fraudulent transfers or preferential transfers or distributions by corporations to stockholders, (ii) general
principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability
is considered in a proceeding in equity or at law and (iii) the provisions of Article IX of the Certificate of Incorporation of the
Company.
Kimberly-Clark Corporation
February 13, 2025
Page. 5
C. We
express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification,
exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state
securities laws or due to the negligence or willful misconduct of the indemnified party; (iii) any provision in any Document waiving the
right to object to venue in any court; (iv) any agreement to submit to the jurisdiction of any Federal court; (v) any waiver of the right
to jury trial or (vii) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other
right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.
D. To
the extent relevant to our opinion in paragraph 4 and not covered by our opinions in paragraphs 1, 2 or 3, we have assumed that any securities,
currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Warrants are validly issued,
fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable
against such issuer in accordance with its terms.
You have informed us that you intend to issue Securities from time
to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement
(i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents
pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement
or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and
the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our reports dated February 13, 2025, relating to the financial statements of Kimberly-Clark Corporation and
subsidiaries (“Kimberly-Clark”) and the effectiveness of Kimberly-Clark’s internal control over financial reporting, appearing
in the Annual Report on Form 10-K of Kimberly-Clark for the year ended December 31, 2024. We also consent to the reference to
us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Dallas, Texas
February 13, 2025
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
a Director of Kimberly-Clark Corporation, a Delaware corporation (the “Corporation”), does hereby constitute and appoint Andrew
S. Drexler, Nelson Urdaneta, Grant B. McGee and Andrew Scribner, and each of them, with full power to act alone, the undersigned’s
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s
name, place and stead, in any and all capacities, to sign and date on behalf of the undersigned the Corporation’s Registration Statement
on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration under
the Securities Act of securities of the Corporation, and to sign and date any and all amendments and supplements, including post-effective
amendments, to such Registration Statement and any additional registration statement related thereto filed pursuant to Rule 462(b) promulgated
under the Securities Act, and to file the same with all exhibits thereto and other documents in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any one of them, or their or his or her substitute or substitutes, lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my
hand this 13th day of February 2025.
| /s/ Sylvia M. Burwell |
|
/s/ Sherilyn S. McCoy |
| Sylvia M. Burwell |
|
Sherilyn S. McCoy |
| |
|
|
| /s/ John W. Culver |
|
/s/ Christa S. Quarles |
| John W. Culver |
|
Christa S. Quarles |
| |
|
|
| /s/ Mae C. Jemison, M.D. |
|
/s/ Jaime A. Ramirez |
| Mae C. Jemison, M.D. |
|
Jaime A. Ramirez |
| |
|
|
| /s/ Deeptha Khanna |
|
/s/ Joseph Romanelli |
| Deeptha Khanna |
|
Joseph Romanelli |
| |
|
|
| /s/ S. Todd Maclin |
|
/s/ Dunia A. Shive |
| S. Todd Maclin |
|
Dunia A. Shive |
| |
|
|
| /s/ Deirdre A. Mahlan |
|
/s/ Mark T. Smucker |
| Deirdre A. Mahlan |
|
Mark T. Smucker |
Exhibit 25.1
securities
and exchange commission
Washington, D.C. 20549
FORM T-1
Statement
of Eligibility Under
The
Trust Indenture Act of 1939 of a
Corporation
Designated to Act as Trustee
Check if an Application to Determine Eligibility
of
a Trustee Pursuant
to Section 305(b)(2) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
|
800 Nicollet Mall
Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) |
(Zip Code) |
Michael K. Herberger
U.S. Bank Trust Company, National Association
13737 Noel Road, 8th Floor
Dallas, TX 75240
(972) 581-1612
(Name, address and telephone number of agent for
service)
Kimberly-Clark Corporation
(Issuer with respect to the Securities)
| Delaware |
39-0394230 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| |
|
|
P.O. Box 619100
Dallas, Texas |
75261 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Debt Securities
(Title of the
Indenture Securities)
FORM T-1
| Item 1. |
GENERAL INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. |
AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 |
Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for
which the Trustee acts as Trustee. |
| Item 16. |
LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee, attached
as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to commence
business, attached as Exhibit 2. |
| 3. | A copy of the authorization of the Trustee to exercise corporate
trust powers, included as Exhibit 2. |
| 4. | A copy of the existing bylaws of the Trustee, attached as Exhibit 4. |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of September 30, 2024, published pursuant to law or the requirements of its supervising or examining
authority, attached as Exhibit 7. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture
Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification
to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas, State of Texas on the 6th
of February, 2025.
| |
By: |
/s/ Michael K. Herberger |
| |
|
Michael K. Herberger |
| |
|
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose
of organizing an association (the “Association”) to perform any lawful activities of national banks, the undersigned enter
into the following Articles of Association:
FIRST.
The title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND.
The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of
the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association
may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD.
The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be
fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the
shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding
company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date
of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the board of directors,
whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.
Any vacancy
in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board
of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected
to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign
or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor
is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.
Honorary or
advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the
Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual
or special meeting. Honorary or advisory directors shall not be counted to determined the number of directors of the Association or the
presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.
FOURTH. There
shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each
year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in
which the Association is located, on the next following banking day. If no
election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any
subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the
directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least
10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.
In all elections
of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns
by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two
or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one
vote for each share of stock held by him or her.
A director
may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation
shall be effective when the notice is delivered unless the notice specifies a later effective date.
A director
may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one
of the purposes is to remove him or her is provided, if
there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director
may not be removed if the number of votes sufficient
to elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The
authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10)
each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
The Association shall have only one class of capital stock.
No holder
of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any
shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of
the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in
its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.
Transfers
of the Association's stock are subject to the prior written approval of a federal depository institution regulatory agency. If
no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless
otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including
amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding
voting stock, and (2) each shareholder shall be entitled to one vote per share.
Unless otherwise
specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters
requiring shareholder approval.
Unless otherwise provided in the
Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the
day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than
70 days before the meeting.
The Association,
at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders.
Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or
reclassification of all or part of securities into securities of another class or series.
SIXTH.
The board of directors shall appoint one of its members president of this Association and one of its members chairperson of
the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders'
meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required
to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the board of directors in accordance with the Bylaws.
The board of directors shall have the
power to:
| (1) | Define the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate the performance of its duties, but not the responsibility for its duties,
to the officers, employees, and agents of the Association. |
| (3) | Fix the compensation and enter employment contracts with its officers and employees
upon reasonable terms and conditions consistent with applicable law. |
| (4) | Dismiss officers and employees. |
| (5) | Require bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify written policies authorized by the Association's management or committees
of the board. |
| (7) | Regulate the manner any increase or decrease of the capital of the Association
shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association
in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase
or reduce the capital. |
| (8) | Manage and administer the business and affairs of the Association. |
| (9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business
and regulating the affairs of the Association. |
| (10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in
whole or in part to the shareholders. |
| (12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH.
The board of directors shall have the power to change the location of the main office to any authorized branch within the limits
of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock
of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency,
to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits.
The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other
location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH.
The corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH.
The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock
of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the
United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to
each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any
action requiring approval of shareholders must be effected at a duly called annual or special meeting.
TENTH.
These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote
of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required
by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association's activities and
services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association's board of directors
may propose one or more amendments to the Articles of Association for submission to the shareholders.
In witness whereof, we have hereunto
set our hands this 11th of June, 1997.
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1.
Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business,
shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten
(10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller
of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole
shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on
the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure
to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution
of the Association.
Section 1.2.
Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose,
at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at
least ten percent of the outstanding stock.
Every such special meeting, unless
otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose
of the meeting.
Section 1.3.
Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.
Section 1.4.
Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid
only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Record
Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date
of such meeting, unless otherwise determined by the Board.
Section
1.6. Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time
to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question
or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7.
Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election
who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon
by shareholders at all annual and special meetings of shareholders.
Section 1.8. Waiver
and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote
Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely
by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board
of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.
Section 2.2.
Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and
qualified, or until their earlier resignation or removal.
Section 2.3.
Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by
the Articles of Association, the Bylaws and by law.
Section
2.4. Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor
more than twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall
consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any
meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of
electing directors, the Board by a majority vote of the full Board may increase the size of the Board but not to more than a total
of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors
only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four
directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying
equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each
director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by
applicable law.
Section 2.5.
Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing
such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as
practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If,
at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum
is obtained.
Section 2.6.
Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and
deem suitable.
Section 2.7.
Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of
the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting
of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished
by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone)
before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a
statement of the business to be transacted at, or the purpose of, any such meeting.
Section 2.8. Quorum
and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided
by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.
Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of
those directors present and voting shall be the act of the Board.
Section 2.9.
Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous
written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.
Section 2.10.
Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by
means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can
hear each other and such participation shall constitute presence in person at such meeting.
Section 2.11.
Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such
vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1.
Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory
board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group
of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined
by the Board, provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated
or diminished.
Section 3.2.
Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal
or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be
fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall
note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual
audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial
holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:
(1) Must not include any
officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities;
and
(2)
Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control
the fiduciary activities of the Association.
Section 3.3. Executive
Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and
may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the
Board is not meeting.
Section 3.4.
Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the
fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust
Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee
the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance
and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to
the Board.
Section 3.5.
Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such
purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities
that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from
time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either
the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee
shall at all times be subject to the direction and control of the Board.
Section 3.6.
Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose
of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations
made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors
or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1.
Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board.
The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as
well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time
may be conferred upon or assigned by the Board.
Section 4.2.
President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President
shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and
all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President
shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.
Section 4.3.
Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the
Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of
the Board in the absence of both the Chairman and President.
Section 4.4.
Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association,
and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be
given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper
records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall
also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries
with such powers and duties as the Board, the President or the Secretary shall from time to time determine.
Section 4.5. Other
Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as
from time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact
the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several
offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other
authorized officer. Any person may hold two offices.
Section 4.6. Tenure
of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the
Board or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1.
The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall
be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed
by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of
the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder
by such transfer shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate
of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed.
The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock
transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1.
The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient
or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President,
the Secretary and any Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1.
Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers,
endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed,
acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by
any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the
Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an
Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association
or Bylaws.
Section 7.2.
Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of
the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose.
The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3.
Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities
have been properly undertaken and discharged.
Section 7.4.
Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary
relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not
vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate
fiduciaries may invest under law.
Section 7.5.
Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid,
e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person
to receive such notice, or such other personal data, as may appear on the records of the Association.
Except where specified otherwise
in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice
is given.
ARTICLE VIII
Indemnification
Section
8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as
permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase
and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association
shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding
to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R.
§ 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated
party, as defined at 12 U.S.C. § 1813(u).
Section
8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12
U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable
and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any
indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. §
1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in
accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1.
These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended,
or repealed, at any regular or special meeting of the Board.
Section 9.2.
A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and
shall be open for inspection to all shareholders during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1.
Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first
day of December following.
Section 10.2.
Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing
law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety
and soundness.
***
(February 8, 2021)
Exhibit 6
CONSENT
In accordance with Section 321(b)
of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination
of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: January 12, 2025
| |
By: |
/s/ Michael K. Herberger |
| |
|
Michael K. Herberger |
| |
|
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 9/30/2024
($000’s)
| | |
9/30/2024 | |
| Assets | |
| | |
| Cash and Balances Due From Depository Institutions | |
$ | 1,551,827 | |
| Securities | |
| 4,568 | |
| Federal Funds | |
| 0 | |
| Loans & Lease Financing Receivables | |
| 0 | |
| Fixed Assets | |
| 1,070 | |
| Intangible Assets | |
| 576,760 | |
| Other Assets | |
| 153,717 | |
| Total Assets | |
$ | 2,287,942 | |
| | |
| | |
| Liabilities | |
| | |
| Deposits | |
$ | 0 | |
| Fed Funds | |
| 0 | |
| Treasury Demand Notes | |
| 0 | |
| Trading Liabilities | |
| 0 | |
| Other Borrowed Money | |
| 0 | |
| Acceptances | |
| 0 | |
| Subordinated Notes and Debentures | |
| 0 | |
| Other Liabilities | |
| 215,240 | |
| Total Liabilities | |
$ | 215,240 | |
| | |
| | |
| Equity | |
| | |
| Common and Preferred Stock | |
| 200 | |
| Surplus | |
| 1,171,635 | |
| Undivided Profits | |
| 900,867 | |
| Minority Interest in Subsidiaries | |
| 0 | |
| Total Equity Capital | |
$ | 2,072,702 | |
| | |
| | |
| Total Liabilities and Equity Capital | |
$ | 2,287,942 | |
S-3
S-3ASR
EX-FILING FEES
0000055785
KIMBERLY CLARK CORP
0000055785
2025-01-15
2025-01-15
0000055785
1
2025-01-15
2025-01-15
0000055785
2
2025-01-15
2025-01-15
0000055785
3
2025-01-15
2025-01-15
0000055785
4
2025-01-15
2025-01-15
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
KIMBERLY CLARK CORP
|
|
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
|
Fees to be Paid
|
1
|
Debt
|
Debt securities
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
2
|
Equity
|
Common stock, par value $1.25 per share
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
3
|
Equity
|
Preferred stock, no par value
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees to be Paid
|
4
|
Other
|
Warrants
|
457(r)
|
|
|
|
0.0001531
|
|
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
0.00
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
0.00
|
|
|
|
|
|
1
|
Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.
The registrant is registering hereby an indeterminate initial offering price and number or amount of securities of each identified class of securities as may from time to time be sold at indeterminate prices.
|
|
|
|
2
|
See Offering Note 1.
|
|
|
|
3
|
See Offering Note 1.
|
|
|
|
4
|
See Offering Note 1.
|
|
|
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Kimberly Clark (NYSE:KMB)
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Kimberly Clark (NYSE:KMB)
Graphique Historique de l'Action
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