UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2011~~March 31, 2012

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 1-225

KIMBERLY-CLARK CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		39-0394230
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P. O. Box 619100

Dallas, Texas

75261-9100

(Address of principal executive offices)

(Zip Code)

(972) 281-1200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes ¨ No x

As of ~~October 31, 2011~~April 27, 2012, there were ~~394,097,360~~392,121,472 shares of the Corporation’s common stock outstanding.

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PART I – FINANCIAL INFORMATION

Item 1. Financial ~~Statements.~~Statements

KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

(Unaudited)


	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended March 31
(Millions of dollars, except per share amounts)	2011			2010			2011			2010			2012			2011

Net Sales	$	5,382		$	4,979		$	15,670		$	14,671		$	5,241		$	5,029
Cost of products sold	3,794			3,365			11,062			9,766			3,537			3,566
Gross Profit	1,588			1,614			4,608			4,905			1,704			1,463
Marketing, research and general expenses	943			909			2,804			2,719			996			921
Other (income) and expense, net	(17		)	7			(27		)	112			8			(2		)
Operating Profit	662			698			1,831			2,074			700			544
Interest income	5			5			13			16			4			4
Interest expense	(70		)	(59		)	(205		)	(180		)	(71		)	(64		)
Income Before Income Taxes and Equity Interests	597			644			1,639			1,910			633			484
Provision for income taxes	(174		)	(195		)	(499		)	(617		)	(185		)	(152		)
Income Before Equity Interests	423			449			1,140			1,293			448			332
Share of net income of equity companies	35			40			122			130			39			40
Net Income	458			489			1,262			1,423			487			372
Net income attributable to noncontrolling interests	(26		)	(20		)	(72		)	(72		)	(19		)	(22		)
Net Income Attributable to Kimberly-Clark Corporation	$	432		$	469		$	1,190		$	1,351		$	468		$	350

Per Share Basis:
Net Income Attributable to Kimberly-Clark Corporation
Basic	$	1.10		$	1.14		$	3.00		$	3.27		$	1.19		$	0.87
Diluted	1.09			1.14			2.98			3.25			$	1.18		$	0.86
Cash Dividends Declared	$	.70		$	.66		$	2.10		$	1.98		$	0.74		$	0.70

See Notes to Consolidated Financial Statements.

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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED ~~BALANCE SHEET~~STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(Millions of dollars) September 30
2011 December 31
2010

ASSETS
Current Assets
Cash and cash equivalents $ 1,232
$ 876
Accounts receivable, net 2,434
2,472
Note receivable —
218
Inventories 2,421
2,373
Other current assets 452
389
Total Current Assets 6,539
6,328
Property 18,193
17,877
Less accumulated depreciation 10,146
9,521
Net Property 8,047
8,356
Investments in Equity Companies 372
374
Goodwill 3,321
3,403
Long-Term Notes Receivable 394
393
Other Assets 957
1,010
$ 19,630
$ 19,864
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Debt payable within one year $ 758
$ 344
Redeemable preferred securities of subsidiary 506
506
Trade accounts payable 2,262
2,206
Accrued expenses 1,978
1,909
Other current liabilities 312
373
Total Current Liabilities 5,816
5,338
Long-Term Debt 5,422
5,120
Noncurrent Employee Benefits 1,394
1,810
Long-Term Income Taxes Payable 254
260
Deferred Income Taxes 493
369
Other Liabilities 247
224
Redeemable Preferred and Common Securities of Subsidiaries 541
541
Stockholders’ Equity
Kimberly-Clark Corporation 5,179
5,917
Noncontrolling interests 284
285
Total Stockholders’ Equity 5,463
6,202
$ 19,630
$ 19,864



	Three Months Ended March 31
(Millions of dollars)	2012			2011

Net Income	$	487		$	372
Other Comprehensive Income, Net of Tax:
Unrealized currency translation adjustments	261			222
Employee postretirement benefits	16			1
Other	(12		)	(20		)
Total Other Comprehensive Income, Net of Tax	265			203
Comprehensive Income	752			575
Comprehensive income attributable to noncontrolling interests	(24		)	(27		)
Comprehensive Income Attributable to Kimberly-Clark Corporation	$	728		$	548

See Notes to Consolidated Financial Statements.

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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~CASH FLOW STATEMENT~~BALANCE SHEET

(Unaudited)

Nine Months Ended
September 30
(Millions of dollars) 2011 2010

Operating Activities
Net income $ 1,262
$ 1,423
Depreciation and amortization 821
607
Stock-based compensation 37
41
Increase in operating working capital (155 ) (175 )
Deferred income taxes 200
20
Net losses on asset dispositions 1
19
Equity companies’ earnings in excess of dividends paid (46 ) (63 )
Postretirement benefits (331 ) (145 )
Other (18 ) 69
Cash Provided by Operations 1,771
1,796
Investing Activities
Capital spending (656 ) (611 )
Proceeds from maturity of note receivable 220
—
Proceeds from sales of investments 21
29
Proceeds from dispositions of property 23
4
Investments in time deposits (122 ) (114 )
Maturities of time deposits 115
168
Other 4
12
Cash Used for Investing (395 ) (512 )
Financing Activities
Cash dividends paid (824 ) (796 )
Net increase in short-term debt 14
146
Proceeds from issuance of long-term debt 799
281
Repayments of long-term debt (20 ) (470 )
Cash paid on redeemable preferred securities of subsidiary (40 ) (40 )
Proceeds from exercise of stock options 294
117
Acquisitions of common stock for the treasury (1,246 ) (695 )
Other (8 ) (49 )
Cash Used for Financing (1,031 ) (1,506 )
Effect of Exchange Rate Changes on Cash and Cash Equivalents 11
(43 )
Increase (decrease) in Cash and Cash Equivalents 356
(265 )
Cash and Cash Equivalents, beginning of year 876
798
Cash and Cash Equivalents, end of period $ 1,232
$ 533



(Millions of dollars)	March 31 2012		December 31 2011

ASSETS
Current Assets
Cash and cash equivalents	$	785	$	764
Accounts receivable, net	2,672		2,602
Inventories	2,354		2,356
Other current assets	506		561
Total Current Assets	6,317		6,283

Property	18,511		18,240
Less accumulated depreciation	10,393		10,191
Net Property	8,118		8,049
Investments in Equity Companies	395		338
Goodwill	3,373		3,340
Other Intangible Assets	260		265
Long-Term Notes Receivable	394		394
Other Assets	700		704
	$	19,557	$	19,373
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Debt payable within one year	$	691	$	706
Trade accounts payable	2,382		2,388
Accrued expenses	1,885		2,026
Other current liabilities	291		277
Total Current Liabilities	5,249		5,397
Long-Term Debt	5,707		5,426
Noncurrent Employee Benefits	1,423		1,460
Other Liabilities	993		1,014
Redeemable Preferred and Common Securities of Subsidiaries	547		547
Stockholders’ Equity
Kimberly-Clark Corporation	5,353		5,249
Noncontrolling interests	285		280
Total Stockholders’ Equity	5,638		5,529
	$	19,557	$	19,373

See Notes to Consolidated Financial Statements.

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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED CASH FLOW STATEMENT ~~OF COMPREHENSIVE INCOME~~

(Unaudited)

Three Months Ended
September 30 Nine Months Ended
September 30
(Millions of dollars) 2011 2010 2011 2010

Net Income $ 458
$ 489
$ 1,262
$ 1,423
Other Comprehensive Income, Net of Tax:
Unrealized currency translation adjustments (664 ) 615
(224 ) 264
Employee postretirement benefits 45
(6 ) 45
47
Other (8 ) (44 ) (36 ) (37 )
Total Other Comprehensive Income, Net of Tax (627 ) 565
(215 ) 274
Comprehensive Income (169 ) 1,054
1,047
1,697
Comprehensive income attributable to noncontrolling interests 2
36
58
79
Comprehensive Income Attributable to Kimberly-Clark Corporation $ (171 ) $ 1,018
$ 989
$ 1,618



	Three Months Ended March 31
(Millions of dollars)	2012			2011

Operating Activities
Net income	$	487		$	372
Depreciation and amortization	218			243
Stock-based compensation	13			12
Increase in operating working capital	(215		)	(151		)
Deferred income taxes	115			45
Net losses on asset dispositions	11			6
Equity companies’ earnings in excess of dividends paid	(37		)	(39		)
Postretirement benefits	(3		)	(234		)
Other	(4		)	(4		)
Cash Provided by Operations	585			250
Investing Activities
Capital spending	(259		)	(234		)
Proceeds from sales of investments	—			5
Investments in time deposits	(35		)	(43		)
Maturities of time deposits	43			53
Other	—			1
Cash Used for Investing	(251		)	(218		)
Financing Activities
Cash dividends paid	(277		)	(269		)
Net increase (decrease) in short-term debt	386			(20		)
Proceeds from issuance of long-term debt	309			700
Repayments of long-term debt	(417		)	(7		)
Cash paid on redeemable preferred securities of subsidiary	(7		)	(14		)
Proceeds from exercise of stock options	115			81
Acquisitions of common stock for the treasury	(438		)	(812		)
Other	(6		)	9
Cash Used for Financing	(335		)	(332		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	22			9
Increase (decrease) in Cash and Cash Equivalents	21			(291		)
Cash and Cash Equivalents, beginning of year	764			876
Cash and Cash Equivalents, end of period	$	785		$	585

See Notes to Consolidated Financial Statements.

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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all material adjustments ~~consisting~~which are of a normal and recurring ~~adjustments, considered~~nature necessary for a fair presentation of the results for the periods presented have been ~~included.~~reflected.

For further information, refer to the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011. The terms “Corporation,” “Kimberly-Clark,” “K-C,” “we,” “our” and “us” refer to Kimberly-Clark Corporation and its consolidated subsidiaries.

Highly Inflationary Accounting for Venezuelan Operations

Our Venezuelan subsidiary (“K-C Venezuela”) accounts for its operations as highly inflationary, as required by GAAP. Under highly inflationary accounting, K-C Venezuela's functional currency became the U.S. dollar, and its income statement and balance sheet are measured into U.S. dollars using both current and historical rates of exchange. The effect of changes in exchange rates on bolivar-denominated monetary assets and liabilities is reflected in earnings in Other (income) and expense, net. We determined that the Central Bank of Venezuela regulated currency exchange system rate of 5.4 bolivars per U.S. dollar was the appropriate exchange rate to measure K-C Venezuela's bolivar-denominated transactions into U.S. dollars during 2011 and through March 31, 2012.

New Accounting Standards

In May 2011, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board ("IASB") issued Accounting Standards Update ("ASU") No. 2011-04 and IFRS 13, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, respectively, to provide largely identical guidance about fair value measurement and disclosure requirements. The ASU does not extend the use of fair value but, rather, provides guidance about how fair value should be applied where it is already required or permitted under GAAP. We adopted this ASU effective January 1, 2012. The adoption of this update did not have a material impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income,amending Topic 220, Comprehensive Income. The new standard increases the prominence of other comprehensive income in financial statements. Under this ASU, an entity will have the option to present the components of net income and comprehensive income in either one continuous or two consecutive financial statements. The ASU eliminates the option in GAAP to present other comprehensive income in the statement of changes in equity. In December 2011, the FASB issued ASU No. 2011-12, which deferred the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income, which was originally proposed in ASU No. 2011-05. We adopted these ASUs effective January 1, 2012. These updates did not have a material impact on our consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment, amending Topic 350, Intangibles - Goodwill and Other. This ASU permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before being required to apply the two-step goodwill impairment test. We adopted this ASU effective January 1, 2012. The adoption of this update did not have a material impact on our consolidated financial statements.

Note 2. Fair Value Information

Fair Value Measurements

The following fair value information is based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels in the hierarchy used to measure fair value are:

Level 1 – Unadjusted quoted prices in active markets accessible at the reporting date for identical assets and liabilities.

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Level 2 – Quoted prices for similar assets or liabilities in active markets. Quoted prices for identical or similar assets and liabilities in markets that are not considered active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are significant to the valuation and are unobservable.

During the three months ended ~~September 30, 2011~~March 31, 2012 and ~~2010,~~for full year 2011, there were no significant transfers among level 1, 2, or 3 fair value determinations.

Set forth below are the assets and liabilities that are measured on a recurring basis at fair value and the inputs used to develop those fair value measurements.



	March 31 2012		Fair Value Measurements
	March 31 2012		Level 1		Level 2		Level 3
	(Millions of dollars)
Assets
Company-owned life insurance (“COLI”)	$	48	$	—	$	48	$	—
Available-for-sale securities	17		17		—		—
Derivatives	40		—		40		—
Total	$	105	$	17	$	88	$	—
Liabilities
Derivatives	$	52	$	—	$	52	$	—

September 30
2011 Fair Value Measurements
Level 1 Level 2 Level 3
(Millions of dollars)
Assets
Company-owned life insurance (“COLI”) $ 43
$ —
$ 43
$ —
Available-for-sale securities 14
14
—
—
Derivatives 68
—
68
—
Total $ 125
$ 14
$ 111
$ —
Liabilities
Derivatives $ 163
$ —
$ 163
$ —

~~Table of Contents~~


	December 31 2010		Fair Value Measurements						December 31 2011		Fair Value Measurements
	December 31 2010		Level 1		Level 2		Level 3		December 31 2011		Level 1		Level 2		Level 3
			(Millions of dollars)								(Millions of dollars)
Assets
Company-owned life insurance (“COLI”)	$	46	$	—	$	46	$	—
COLI									$	45	$	—	$	45	$	—
Available-for-sale securities	15		15		—		—		15		15		—		—
Derivatives	70		—		70		—		61		—		61		—
Total	$	131	$	15	$	116	$	—	$	121	$	15	$	106	$	—
Liabilities
Derivatives	$	48	$	—	$	48	$	—	$	120	$	—	$	120	$	—

The COLI policies are a source of funding primarily for our nonqualified employee benefits and are included in other assets. Available-for-sale securities are included in other assets. ~~The derivative assets and liabilities are included~~See Note 8 for information on the classification of derivatives in ~~other current assets, other assets, accrued expenses and other liabilities, as appropriate.~~the Condensed Consolidated Balance Sheet.

Level 1 Fair Values - The fair values of certain available-for-sale securities are based on quoted market prices in active markets for identical assets. Unrealized losses on these securities ~~aggregating $~~were ~~4 million~~not significant at ~~September 30,~~March 31, 2012 and December 31, 2011 and ~~$2 million~~ at ~~December 31, 2010~~ ~~are~~have been recorded in ~~Accumulated Other Comprehensive Income ("AOCI")~~other comprehensive income until realized. The unrealized losses have not been recognized in earnings because we have both the intent and ability to hold the securities for a period of time sufficient to allow for an anticipated recovery of fair value to the cost of these securities.

Level 2 Fair Values - The fair value of the COLI policies is derived from investments in a mix of money market, fixed income and equity funds managed by unrelated fund managers. The fair values of derivatives used to manage interest rate risk and commodity price risk are based on LIBOR rates and interest rate swap curves and NYMEX price quotations, respectively. The fair value of hedging instruments used to manage foreign currency risk is based on published quotations of spot currency rates and forward points, which are converted into implied forward currency rates. Additional information on our use of derivative instruments is contained in Note 9.8.

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Fair Value Disclosures

The following table includes the fair value of our financial instruments for which disclosure of fair value is required:


	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Fair Value Hierarchy Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	September 30, 2011				December 31, 2010					March 31, 2012				December 31, 2011
	(Millions of dollars)									(Millions of dollars)
Assets
Cash and cash equivalents^(a)	$	1,232	$	1,232	$	876	$	876	1	$	785	$	785	$	764	$	764
Time deposits^(b)	85		85		80		80		1	88		88		95		95
Notes receivable^(c)	394		371		611		597		3	394		380		394		373
Liabilities and redeemable preferred and common securities of subsidiaries
Short-term debt^(d)	88		88		79		79		2	473		473		87		87
Monetization loan^(c)	397		385		397		397		3	397		391		397		386
Long-term debt^(e)	5,695		6,666		4,988		5,556		2	5,528		6,477		5,648		6,671
Redeemable preferred and common securities of subsidiaries^(f)	1,047		1,117		1,047		1,127
Redeemable preferred securities of subsidiary^(c)									3	506		562		506		568
Redeemable common securities of subsidiary^(f)									3	41		41		41		41


^(a)	Cash equivalents are comprised of certificates of deposit, time deposits and other interest-bearing investments with original maturity dates of 90 days or less~~, all of which~~. Cash equivalents are recorded at cost, which approximates fair value.


^(b)	Time deposits, included in Other current assets on the Condensed Consolidated Balance Sheet, are comprised of deposits with original maturities of more than 90 days but less than one year~~, all of which~~. Time deposits are recorded at cost, which approximates fair value.

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^(c)

~~Notes receivable represent held-to-maturity~~The note, monetization loan and redeemable preferred securities of subsidiary are not traded in active markets. Accordingly, their fair values were calculated using a floating rate pricing model that compared the stated spread to the fair value spread to determine the price at which ~~arose from~~each of the ~~sale of nonstrategic timberlands and related assets.~~financial instruments should trade. The ~~notes are backed by irrevocable standby letters of credit issued by money center banks. We collected in cash~~model used the ~~$220 million~~following inputs to calculate fair values: face value, ~~of the note receivable that matured on~~ ~~July 7, 2011~~.current LIBOR rate, unobservable fair value credit spread, stated spread, maturity date and interest payment dates. The ~~remaining note receivable, with a face value of~~ ~~$397 million, matures in~~ ~~September 2014. At September 30, 2011 a consolidated variable interest entity (“VIE”) has an outstanding long-term monetization loan secured by the remaining note held by this VIE. As of~~ ~~September 30, 2011, the~~ difference between the carrying amount of the ~~remaining~~ note and its fair value represents an unrealized loss position for which an other-than-temporary impairment has not been recognized in earnings because we have both the intent and ability to hold the note for a period of time sufficient to allow for an anticipated recovery of fair value to the carrying amount of the note. Neither the note nor the monetization loan is traded in active markets. Accordingly, their fair values were calculated using a floating rate pricing model that compared the stated spread to the fair value spread to determine the price at which each of the financial instruments should trade. The model used the following inputs to calculate fair values: face value, current LIBOR rate, fair value credit spread, stated spread, maturity date and interest payment dates.


^(d)	Short-term debt is comprised of U.S. commercial paper and other similar short-term debt issued by non-U.S. subsidiaries, all of which are recorded at cost, which approximates fair value.

^(e)

Long-term debt excludes the monetization loan and includes the current portion ~~payable within the next twelve months ($~~(~~670~~$218 million and $619 million at ~~September 30, 2011~~March 31, 2012 and $~~265 million~~ at December 31, ~~2010~~2011)., respectively) of these debt instruments. Fair values were estimated based on quoted prices for financial instruments for which all significant inputs were observable, either directly or indirectly.

^(f)

The ~~redeemable preferred securities are not traded in active markets. Accordingly, their fair values were calculated using a pricing model that compares the stated spread to the~~ fair value spread to determine the price at which each of the financial instruments should trade. The model used the following inputs to calculate fair values: face value, current benchmark rate, fair value spread, stated spread, maturity date and interest payment dates. We determined the fair value and carrying amount of the redeemable common securities ~~were $35 million~~ at ~~September 30, 2011~~ ~~and~~ ~~December 31, 2010~~of subsidiary was based on various inputs, including an independent third-party appraisal, adjusted for current market conditions.

Note 3. Pulp and Tissue Restructuring Actions

On January 21, 2011, we initiated a pulp and tissue restructuring plan (the "Restructuring") in order to exit our remaining integrated pulp manufacturing operations and improve the underlying profitability and return on invested capital of our consumer tissue and K-C Professional ("KCP") businesses. The ~~restructuring~~Restructuring involves the streamlining, sale or closure of 5 to 6six of our manufacturing facilities around the world. In conjunction with these actions, we have begun to exit certain non-strategic products, primarily non-branded offerings, and transfer some production to lower-cost facilities in order to improve overall profitability and returns. ~~Facilities impacted~~

In addition, on January 24, 2012, we announced our decision to streamline an additional manufacturing facility in North America ("Additional Streamlining") to further enhance the profitability of our consumer tissue business. Estimated charges related to this additional restructuring action are expected to range from $30 million to $50 million before tax.

Both restructuring actions are anticipated to be substantially completed by the ~~restructuring include our pulp and tissue facility in Everett, Washington and the two facilities in Australia that manufacture pulp and tissue.~~

end of 2012. The restructuring ~~plan commenced in the first quarter of 2011 and is expected to be completed by~~ ~~December 31, 2012. The restructuring is~~actions are expected to result in cumulative pre-tax charges of approximately $~~400~~550 million to $600 million ~~before tax~~ ($~~280~~385 million to $420 million after tax) over ~~that period. We anticipate that the charges will fall into the following categories~~2011 and ~~approximate dollar ranges: workforce reduction costs ($50 million~~ to ~~$100 million); incremental depreciation ($300 million~~ to ~~$400 million); and other associated costs ($50 million~~ to ~~$100 million~~).2012. Cash costs related to the streamlining of operations, sale or closure, relocation of equipment, severance and

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other expenses are expected to account for approximately 2530 percent ~~percent~~ to 5040 percent ~~percent~~ of the charges. Noncash charges will consist primarily of incremental depreciation.

~~As a result of~~Through March 31, 2012, cumulative pre-tax charges for the restructuring ~~we expect that by 2013 annual net sales will be reduced by~~actions were $~~250~~450 million to ($~~300~~313 million after tax), including cumulative pre-tax cash charges of $101 million. On a geographic basis, these cumulative pre-tax charges were incurred as follows: North America - $237 million; Australia - $135 million and ~~operating profit will increase by at least~~Other - $7578 million. ~~Most of the restructuring will impact the consumer tissue~~On a business ~~segment.~~segment basis, these cumulative pre-tax charges were incurred as follows: Consumer Tissue - $389 million; K-C Professional & Other - $59 million and Other (income) and expense, net - $2 million.

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The following charges were incurred in connection with the ~~restructuring:~~

restructuring actions:


							Three Months Ended March 31
	Three Months Ended			Nine Months Ended			2012									2011
	September 30, 2011			September 30, 2011			The Restructuring			Additional Streamlining			Total			The Restructuring
	(Millions of dollars)						(Millions of dollars)
Incremental depreciation	$	76		$	192		$	6		$	6		$	12		$	40
Charges for workforce reductions	11			54			1			3			4			42
Asset write-offs	5			13			8			—			8			—
Other exit costs	3			3			11			—			11			—
Cost of products sold	95			262			26			9			35			82
Charges for workforce reductions included in Marketing, research and general expenses	—			5
Provision for income taxes	(29		)	(85		)	(8		)	(3		)	(11		)	(25		)
Net charges	$	66		$	182		$	18		$	6		$	24		$	57

See Note 109 for additional information on the pulp and tissue restructuring charges by segment.

~~Pretax~~Pre-tax charges for the ~~pulp and tissue~~ restructuring actions relate to activities in the following geographic areas:



	Three Months Ended March 31, 2012
	North America		Australia		Other		Total
	(Millions of dollars)
Incremental depreciation	$	12	$	—	$	—	$	12
Charges for workforce reductions	4		—		—		4
Asset write-offs	8		—		—		8
Other exit costs	9		2		—		11
Total charges	$	33	$	2	$	—	$	35


	Three Months Ended September 30, 2011								Three Months Ended March 31, 2011
	North America		Australia		Other		Total		North America		Australia		Other		Total
	(Millions of dollars)								(Millions of dollars)
Incremental depreciation	$	53	$	19	$	4	$	76	$	18	$	19	$	3	$	40
Charges for workforce reductions	10		—		1		11		—		40		2		42
Asset write-offs	2		3		—		5
Other exit costs	1		2		—		3
Total charges	$	66	$	24	$	5	$	95	$	18	$	59	$	5	$	82

Nine Months Ended September 30, 2011

North
America
Australia Other Total
(Millions of dollars)
Incremental depreciation $ 123
$ 59
$ 10
$ 192
Charges for workforce reductions 10
46
3
59
Asset write-offs 8
5
—
13
Other exit costs 1
2
—
3
Total charges $ 142
$ 112
$ 13
$ 267

Table of Contents

The following summarizes the cash charges recorded and reconciles these charges to accrued ~~expenses:~~

expenses for the restructuring actions:

Millions of dollars
Accrued expenses - January 1, 2011 $ —
Charges for workforce reductions and other exit costs 62
Cash payments (34 )
Currency and other 15
Accrued expenses - September 30, 2011 $ 43



(Millions of dollars)
Accrued expenses - December 31, 2011	$	37
Charges for workforce reductions and other exit costs	15
Cash payments	(31		)
Accrued expenses - March 31, 2012	$	21

~~Table of Contents~~

Note 4. ~~Highly Inflationary Accounting for Venezuelan Operations~~

~~The cumulative inflation in Venezuela for the three years ended December 31, 2009 was more than~~ ~~100~~ percent, based on the Consumer Price Index/National Consumer Price Index. As a result, effective January 1, 2010, our Venezuelan subsidiary (“K-C Venezuela”) began accounting for its operations as highly inflationary, as required by GAAP. Under highly inflationary accounting, K-C Venezuela’s functional currency became the U.S. dollar, and its income statement and balance sheet are measured into U.S. dollars using both current and historical rates of exchange. The effect of changes in exchange rates on bolivar-denominated monetary assets and liabilities is reflected in earnings in other (income) and expense, net.

~~As a result of the adoption of highly inflationary accounting, we recorded an after-tax charge of~~ ~~$96 million~~ ~~in first quarter 2010 to remeasure K-C Venezuela’s bolivar-denominated net monetary asset position into U.S. dollars at an exchange rate of approximately~~ 6 bolivars per U.S. dollar. In the Condensed Consolidated Cash Flow Statement, this non-cash charge was included in Other in Cash Provided by Operations. This charge was recorded in the following Consolidated Income Statement line items:

Millions of dollars
Cost of products sold $ 19
Other (income) and expense, net 79
Provision for income taxes (2 )
Net charge $ 96

For the first quarter 2010, we determined that, under highly inflationary accounting, the unregulated parallel market exchange rate was the appropriate exchange rate to measure K-C Venezuela’s bolivar-denominated transactions into U.S. dollars as this was the rate at which K-C Venezuela had substantially converted the bolivars it generated from its operations into U.S. dollars to pay for its significant imports of U.S. dollar-denominated finished goods, raw materials and services to support its operations.

On May 18, 2010, the Venezuelan government enacted reforms to its currency exchange regulations to close the parallel market. On June 9, 2010, the Central Bank of Venezuela began a regulated currency exchange system (the “central bank system”) that replaced the previous unregulated parallel market. As a result of the currency exchange regulations imposed on May 18, 2010, we determined that the central bank system rate of ~~5.4~~ ~~bolivars per U.S. dollar was the appropriate exchange rate to measure K‑C Venezuela’s bolivar-denominated transactions into U.S. dollars during the period May 18, 2010 through~~ ~~September 30, 2011~~.

~~In July 2011, K-C Venezuela paid a dividend related to its 2008 dividend remittance request that was approved in June 2011 by the Venezuelan government at an exchange rate of~~ ~~4.3~~ ~~bolivars per U.S. dollar. This dividend represented less than~~ 5 ~~percent of K-C Venezuela’s bolivar-denominated net assets, which totaled approximately~~ ~~$130 million~~ at ~~September 30, 2011. We believe that these bolivar-denominated net assets, primarily cash, should continue to be measured at the central bank system rate of~~ ~~5.4~~ ~~bolivars per U.S. dollar given the uncertainty of accessing more significant future dividend remittances or other mechanisms of repatriating the cash at the rate of~~ ~~4.3~~ ~~bolivars per U.S. dollar.~~

~~For the full year 2010 and for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2011, K-C Venezuela represented~~ ~~1 percent~~ ~~of Consolidated Net Sales. At~~ ~~September 30, 2011, our net investment in K-C Venezuela was approximately~~ ~~$220 million, valued at~~ ~~5.4~~ ~~bolivars per U.S. dollar.~~

~~Table of Contents~~

~~Note 5.~~ Inventories

The following schedule presents a summary of inventories by major class:


	September 30, 2011								December 31, 2010								March 31, 2012								December 31, 2011
(Millions of dollars)	LIFO			Non- LIFO		Total			LIFO			Non- LIFO		Total			LIFO			Non- LIFO		Total			LIFO			Non- LIFO		Total

At the lower of cost, determined on the FIFO or weighted-average cost methods, or market:
Raw materials	$	175		$	335	$	510		$	154		$	350	$	504		$	159		$	343	$	502		$	163		$	334	$	497
Work in process	242			142		384			195			144		339			212			125		337			245			126		371
Finished goods	769			769		1,538			715			763		1,478			662			787		1,449			708			760		1,468
Supplies and other	—			302		302			—			298		298			—			305		305			—			300		300
	1,186			1,548		2,734			1,064			1,555		2,619			1,033			1,560		2,593			1,116			1,520		2,636
Excess of FIFO or weighted-average cost over LIFO cost	(313		)	—		(313		)	(246		)	—		(246		)	(239		)	—		(239		)	(280		)	—		(280		)
Total	$	873		$	1,548	$	2,421		$	818		$	1,555	$	2,373		$	794		$	1,560	$	2,354		$	836		$	1,520	$	2,356

We use the LIFO method of valuing inventory for financial reporting purposes for most U.S. inventories. Interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time.

Note 6.5. Employee Postretirement Benefits

The table below presents net periodic benefit cost information for defined benefit plans and other postretirement benefit plans:


	Defined Benefit Plans						Other Postretirement Benefit Plans				Defined Benefit Plans						Other Postretirement Benefit Plans
	Three Months Ended September 30										Three Months Ended March 31
(Millions of dollars)	2011			2010			2011		2010		2012			2011			2012		2011

Service cost	$	14		$	14		$	3	$	3	$	12		$	14		$	4	$	4
Interest cost	77			77			10		11		70			76			9		11
Expected return on plan assets	(87		)	(84		)	—		—		(83		)	(86		)	—		—
Recognized net actuarial loss	23			25			—		—		27			24			—		—
Other	4			1			—		1		11			—			—		1
Net periodic benefit cost	$	31		$	33		$	13	$	15	$	37		$	28		$	13	$	16

Defined
Benefit Plans

Other Postretirement
Benefit Plans
Nine Months Ended September 30
(Millions of dollars) 2011 2010 2011 2010

Service cost $ 42
$ 41
$ 10
$ 10
Interest cost 231
231
32
32
Expected return on plan assets (260 ) (251 ) —
—
Recognized net actuarial loss 70
74
—
—
Other 6
5
2
3
Net periodic benefit cost $ 89
$ 100
$ 44
$ 45

~~Table~~During the first quarter of ~~Contents~~

We2012 and 2011, we made cash contributions of $45 million and $265 million, respectively, to our pension ~~trusts as follows:~~

Nine Months Ended September 30
2011 2010
(Millions of dollars)
First Quarter $ 265
$ 176
Second Quarter 150
52
Third Quarter 1
2
Total $ 416
$ 230

trusts. We ~~plan to accelerate additional pension contributions into 2011. As a result, we plan to contribute an aggregate of~~currently anticipate contributing between $~~680~~50 million and $100 million for the full year 2012 to ~~$760 million~~ ~~in 2011 (increased from~~ our ~~prior estimate of~~ ~~$420~~ to ~~$500 million~~).pension trusts.

Various derivative instruments are utilized in the management of ~~K-C’s~~our defined benefit plan assets. These derivative instruments are used to manage risk or achieve a target asset allocation. For the U.S. pension plan, equity volatility is managed by entering into exchange-traded puts and over-the-counter calls to create equity collars with a zero net premium at initiation. The equity collar strategy is designed to reduce potential equity losses ~~and limit~~while limiting gains, resulting in lower equity volatility for the plan. As of ~~September 30, 2011~~March 31, 2012, equity collars are in place on approximately 4517 percent ~~percent~~ of the U.S. plan’s $~~1.3~~1.5 billion equity allocation. ~~In addition to the equity collars, as~~

Table of ~~September 30, 2011, long-dated Treasury futures contracts to maintain a target asset allocation are in place with a notional value of about~~ ~~$580~~ ~~million.~~Contents

Note 7.6. Earnings Per Share ("EPS")

There are no adjustments required to be made to net income for purposes of computing basic and diluted EPS. The average number of common shares outstanding is reconciled to those used in the basic and diluted EPS computations as follows:


	Average Common Shares Outstanding
	Three Months Ended September 30		Nine Months Ended September 30		Three Months Ended March 31
(Millions of shares)	2011	2010	2011	2010	2012	2011

Average shares outstanding	392.1	409.0	395.7	412.6	393.7	402.5
Participating securities	.1	.9	.4	1.1	0.1	0.9
Basic	392.2	409.9	396.1	413.7	393.8	403.4
Dilutive effect of stock options	1.6	1.5	1.5	1.1	1.9	1.4
Dilutive effect of restricted share and restricted share unit awards	1.4	1.2	1.2	1.1	1.4	1.1
Diluted	395.2	412.6	398.8	415.9	397.1	405.9

There were no outstanding options excluded from the computation of diluted EPS for the three months ended March 31, 2012. Options outstanding during the ~~three and~~ ~~nine~~three ~~month periods~~months ended ~~September 30,~~March 31, 2011 to purchase ~~3.2 million~~ ~~and~~ ~~4.8~~4.7 million shares of common stock ~~respectively, were not included in the computation of diluted EPS mainly because the exercise prices of the options were greater than the average market price of the common shares during the periods.~~

~~Options outstanding during the three and~~ ~~nine~~ ~~month periods ended~~ ~~September 30, 2010~~ ~~to purchase~~ ~~6.1 million~~ ~~and~~ ~~13.7 million~~ ~~shares of common stock, respectively,~~ were not included in the computation of diluted EPS mainly because the exercise prices of the options were greater than the average market price of the common shares during the periods.

The number of common shares outstanding as of ~~September 30, 2011~~March 31, 2012 and ~~2010~~2011 was ~~393.3~~391.4 million and ~~408.0~~395.2 million, respectively.

~~Table of Contents~~

Note 8.7. Stockholders’ Equity

Set forth below are reconciliations for the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 and ~~2010~~2011 of the carrying amount of total stockholders’ equity from the beginning of the period to the end of the period. In addition, each of the reconciliations displays the amount of net income allocable to redeemable ~~preferred~~ securities of subsidiaries.


				Stockholders’ Equity Attributable to												Stockholders’ Equity Attributable to
(Millions of dollars)	Comprehensive Income			The Corporation			Noncontrolling Interests			Redeemable Securities of Subsidiaries			Comprehensive Income			The Corporation			Noncontrolling Interests			Redeemable Securities of Subsidiaries

Balance at December 31, 2010				$	5,917		$	285		$	1,047
Balance at December 31, 2011																$	5,249		$	280		$	547
Comprehensive Income:
Net income	$	1,262		1,190			30			42			$	487		468			11			8
Other comprehensive income, net of tax:
Unrealized translation	(224		)	(209		)	(15		)	—			261			254			7			—
Employee postretirement benefits	45			44			1			—			16			17			(1		)	—
Other	(36		)	(36		)	—			—			(12		)	(11		)	(1		)	—
Total Comprehensive Income	$	1,047											$	752
Stock-based awards exercised or vested				306			—			—						114			—			—
Income tax benefits on stock-based compensation				7			—			—						7			—			—
Shares repurchased				(1,246		)	—			—						(469		)	—			—
Recognition of stock-based compensation				37			—			—						13			—			—
Dividends declared				(830		)	(17		)	(1		)				(291		)	(13		)	—
Other				(1		)	1			(1		)				2			2			(1		)
Return on redeemable preferred securities and noncontrolling interests				—			(1		)	(40		)
Balance at September 30, 2011				$	5,179		$	284		$	1,047
Return on redeemable securities of subsidiaries																—			—			(7		)
Balance at March 31, 2012																$	5,353		$	285		$	547

Table of Contents

The change in net unrealized currency translation adjustments for the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 ~~are primarily~~was due to a ~~strengthening~~weakening of the U.S. dollar against most foreign ~~currencies, partially offset by a weakening of the U.S. dollar against the Euro.~~currencies.

In the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012, we repurchased 196.3 million shares for a total cost of $~~1.24 billion~~$460 million. ~~We do not expect to repurchase any additional shares in the fourth quarter of 2011.~~

~~Table of Contents~~


				Stockholders’ Equity Attributable to												Stockholders’ Equity Attributable to
(Millions of dollars)	Comprehensive Income			The Corporation			Noncontrolling Interests			Redeemable Securities of Subsidiaries			Comprehensive Income			The Corporation			Noncontrolling Interests			Redeemable Securities of Subsidiaries

Balance at December 31, 2009				$	5,406		$	284		$	1,052
Balance at December 31, 2010																$	5,917		$	285		$	1,047
Comprehensive Income:
Net income	$	1,423		1,351			30			42			$	372		350			8			14
Other comprehensive income, net of tax:
Unrealized translation	264			257			6			1			222			217			5			—
Employee postretirement benefits	47			47			—			—			1			1			—			—
Other	(37		)	(37		)	—			—			(20		)	(20		)	—			—
Total Comprehensive Income	$	1,697											$	575
Stock-based awards exercised or vested				115			—			—
Stock-based awards																85			—			—
Income tax benefits on stock-based compensation				1			—			—						3			—			—
Shares repurchased				(706		)	—			—						(850		)	—			—
Recognition of stock-based compensation				41			—			—						12			—			—
Dividends declared				(816		)	(47		)	(1		)				(281		)	(12		)	—
Other				1			1			(2		)				—			1			(1		)
Return on redeemable preferred securities and noncontrolling interests				—			—			(40		)
Balance at September 30, 2010				$	5,660		$	274		$	1,052
Return on redeemable securities of subsidiaries																—			—			(14		)
Balance at March 31, 2011																$	5,434		$	287		$	1,046

Net unrealized currency gains or losses resulting from the translation of assets and liabilities of ~~non-U.S.~~foreign subsidiaries, except those in highly inflationary economies, are ~~accumulated~~recorded in ~~a separate section of stockholders’ equity.~~Accumulated Other Comprehensive Income ("AOCI"). For these operations, changes in exchange rates generally do not affect cash flows; therefore, unrealized translation adjustments are recorded in ~~stockholders’ equity~~AOCI rather than net income. Upon ~~the~~ sale or substantially complete liquidation of any of these subsidiaries, the applicable unrealized translation adjustment would be removed from ~~stockholders’ equity~~AOCI and reported as part of the gain or loss on the sale or liquidation.

Also included in ~~stockholders’ equity~~unrealized translation amounts are the effects of foreign exchange rate changes on intercompany balances of a long-term investment nature and transactions designated as hedges of net foreign investments.

Note 9.8. Objectives and Strategies for Using Derivatives

As a multinational enterprise, we are exposed to financial risks, such as changes in foreign currency exchange rates, interest rates, commodity prices and the value of investments of our defined benefit pension plans. We employ a number of practices to manage these risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments. Our policies allow the use of derivatives for risk management purposes and prohibit their use for speculation. Our policies also prohibit the use of any leveraged derivative instrument. Consistent with our policies, foreign currency derivative instruments, interest rate swaps and locks, equity collars and the majority of commodity hedging contracts are entered into with major financial institutions.

On the date a derivative contract is entered into, we formally designate certain derivatives as cash flow, fair value or net investment hedges and establish how the effectiveness of these hedges will be assessed and measured. This process links the derivatives to the transactions or financial balances they are hedging. Changes in the fair value of derivatives not designated as hedging instruments are recorded in earnings as they occur.

1513

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Set forth below is a summary of the fair values of our derivative instruments classified by the risks they are used to manage:


	September 30 2011				December 31 2010				Assets				Liabilities
(Millions of dollars)	Assets		Liabilities		Assets		Liabilities
									March 31 2012		December 31 2011		March 31 2012		December 31 2011
									(Millions of dollars)
Foreign currency exchange risk									$	32	$	45	$	10	$	33
Interest rate risk	$	13	$	63	$	24	$	2	8		16		25		75
Foreign currency exchange risk	55		93		46		39
Commodity price risk	—		7		—		7		—		—		17		12
Total	$	68	$	163	$	70	$	48	$	40	$	61	$	52	$	120

The derivative assets are presented in the Condensed Consolidated Balance Sheet in Other current assets and Other assets, as appropriate. The derivative liabilities are presented in the Condensed Consolidated Balance Sheet in Accrued expenses and Other liabilities, as appropriate.

Foreign Currency Exchange Risk Management

We have a centralized U.S. dollar functional currency international treasury operation (“In-House Bank”) that manages foreign currency exchange risks by netting, on a daily basis, our exposures to recorded non-U.S. dollar assets and liabilities and entering into derivative instruments with third parties whenever our net exposure in any single currency exceeds predetermined limits. These derivative instruments are not designated as hedging instruments. Changes in the fair value of these instruments are recorded in earnings when they occur. The In-House Bank also records the gain or loss on the remeasurement of its non-U.S. dollar-denominated monetary assets and liabilities in earnings. Consequently, the net effect on earnings from the use of these non-designated derivatives is substantially neutralized by transactional gains and losses recorded on the underlying assets and liabilities. The In-House Bank’s daily notional derivative positions with third parties averaged $1.4 billion in the first ~~nine~~three months of ~~2011~~2012 and its average net exposure for the same period was $~~1.2~~1.3 billion. The In-House Bank used nine counterparties for its foreign exchange derivative contracts.

We enter into derivative instruments to hedge a portion of the net foreign currency exposures of our non-U.S. operations, principally for their forecasted purchases of pulp, which are priced in U.S. dollars, and imports of intercompany finished goods and work-in-process priced predominately in U.S. dollars and euros. The derivative instruments used to manage these exposures are designated and qualify as cash flow hedges. As of ~~September 30, 2011~~March 31, 2012, outstanding derivative contracts of $~~865~~840 million notional value were designated as cash flow hedges for the forecasted purchases of pulp and intercompany finished goods and work-in-process.

The foreign currency exposure on non-functional currency denominated monetary assets and liabilities managed outside the In-House Bank, primarily intercompany loans and accounts payable, is hedged with derivative instruments with third parties. At ~~September 30, 2011~~March 31, 2012, the notional amount of these predominantly undesignated derivative instruments was $~~550~~590 million.

Foreign Currency Translation Risk Management

Translation adjustments result from translating foreign entities’ financial statements to U.S. dollars from their functional currencies. The risk to any particular entity's net assets is reduced to the extent that the entity is financed with local currency borrowing. Translation exposure, which results from changes in translation rates between functional currencies and the U.S. dollar, generally is not hedged. However, consistent with other years, a portion of our net investment in our Mexican affiliate has been hedged. At ~~September 30, 2011~~March 31, 2012, we had in place net investment hedges of $67136 million for a portion of our investment in our Mexican affiliate. Changes in the fair value of net investment hedges are recognized in other comprehensive income to offset the change in value of the net investment being hedged. There was no significant ineffectiveness related to net investment hedges as of ~~September 30, 2011~~March 31, 2012 and ~~2010~~2011.

Interest Rate Risk Management

Interest rate risk is managed using a portfolio of variable- and fixed-rate debt composed of short- and long-term instruments and interest rate swaps. From time to time, interest rate swap contracts, which are derivative instruments, are entered into to facilitate the maintenance of the desired ratio of variable- and fixed-rate debt. These derivative instruments are designated and qualify as fair value hedges or, to a lesser extent, cash flow hedges.

From time to time, we hedge the anticipated issuance of fixed-rate debt, using forward-starting swaps or “treasury locks” (e.g., a 10-year “treasury lock” hedging the anticipated underlying U.S. Treasury interest rate related to issuance of 10-year debt at a future date). These contracts are designated as cash flow hedges.

Table of Contents

At ~~September 30, 2011~~March 31, 2012, the aggregate notional values of outstanding interest rate contracts designated as fair value hedges and cash flow hedges were $~~700~~300 million and $~~580~~280 million, respectively.

~~Table of Contents~~

Commodity Price Risk Management

We use derivative instruments to hedge a portion of our exposure to market risk arising from changes in the price of natural gas. Hedging of this risk is accomplished by entering into forward swap contracts, which are designated as cash flow hedges of specific quantities of natural gas expected to be purchased in future months.

As of ~~September 30, 2011~~March 31, 2012, outstanding commodity forward contracts were in place to hedge forecasted purchases of about 2530 percent ~~percent~~ of our estimated natural gas requirements for the next twelve months and a lesser percentage for future periods.

Effect of Derivative Instruments on Results of Operations and Other Comprehensive Income

Fair Value Hedges

Derivative instruments that are designated and qualify as fair value hedges are predominantly used to manage interest rate ~~risk and foreign currency exchange~~ risk. The fair values of these instruments are recorded as an asset or liability, as appropriate, with the offset recorded in current earnings. The offset to the change in fair values of the related hedged items also is recorded in current earnings. Any realized gain or loss on the derivatives that hedge interest rate risk is amortized to interest expense over the life of the related debt.

Fair value hedges resulted in no significant ineffectiveness in the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 and ~~2010.~~2011. For the ~~nine~~three ~~months~~month periods ended ~~September 30, 2011~~March 31, 2012 and ~~2010~~2011, no gain or loss was recognized in earnings as a result of a hedged firm commitment no longer qualifying as a fair value hedge.

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is initially recorded in AOCI, net of related income taxes, and recognized in earnings in the same period that the hedged exposure affects earnings.

Cash flow hedges resulted in no significant ineffectiveness in the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 and ~~2010.~~2011. For the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 and ~~2010~~2011, no gains or losses were reclassified into earnings as a result of the discontinuance of cash flow hedges due to the original forecasted transaction no longer being probable of occurring. At ~~September 30, 2011~~March 31, 2012, ~~$2 million~~an insignificant amount of after-tax ~~gains~~losses are expected to be reclassified from AOCI primarily to cost of sales during the next twelve months, consistent with the timing of the underlying hedged transactions. The maximum maturity of cash flow hedges in place at ~~September 30, 2011~~March 31, 2012 is ~~October 2013~~April 2014.

Quantitative Information about Our Use of Derivative Instruments

The following tables display the ~~classification~~location and amount of ~~pretax~~pre-tax gains and losses reported in the Consolidated Income Statement and Consolidated Statement of Other Comprehensive ~~Income (“OCI”) and the classification and fair values of derivative instruments presented in the Condensed Consolidated Balance Sheet.~~Income.

For the three months ended ~~September 30~~March 31 (Millions of dollars):


	Income Statement Classifications	(Gain) or Loss Recognized in Income						Income Statement Classifications	(Gain) or Loss Recognized in Income
		2011			2010				2012			2011
Undesignated foreign exchange hedging instruments	Other (income) and expense, net^(a)	$	92		$	(115	)	Other (income) and expense, net^(a)	$	(42	)	$	(40	)

Fair Value Hedges
Interest rate swap contracts	Interest expense	$	8		$	(2	)	Interest expense	$	6		$	(5	)
Hedged debt instruments	Interest expense	$	(8	)	$	2		Interest expense	$	(6	)	$	5

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Amount of (Gain) or
Loss Recognized In
AOCI

Income Statement
Classification of Gain or Loss
Reclassified from AOCI

(Gain) or Loss Reclassified
from AOCI into Income
2011 2010 2011 2010
Cash Flow Hedges
Interest rate contracts $ 61
$ 12
Interest expense $ —
$ (1 )
Foreign exchange contracts (34 ) 40
Cost of products sold 15
(6 )
Foreign exchange contracts (8 ) —
Other (income) and expense, net (8 ) —
Commodity contracts 5
8
Cost of products sold 1
2
Total $ 24
$ 60
$ 8
$ (5 )
Net Investment Hedges
Foreign exchange contracts $ (7 ) $ 2
$ —
$ —

~~For the~~ ~~nine~~ ~~months ended~~ ~~September 30~~ ~~(Millions of dollars):~~

Income Statement Classifications
(Gain) or Loss
Recognized in
Income
2011 2010
Undesignated foreign exchange hedging instruments
Other (income) and expense, net^(a)
$ (7 ) $ (34 )

Fair Value Hedges
Interest rate swap contracts Interest expense $ 3
$ (16 )
Hedged debt instruments Interest expense $ (3 ) $ 16
Foreign exchange contracts Other (income) and expense, net $ —
$ (1 )


	Amount of (Gain) or Loss Recognized In AOCI					Income Statement Classification of Gain or Loss Reclassified from AOCI	(Gain) or Loss Reclassified from AOCI into Income						Amount of (Gain) or Loss Recognized In AOCI						Income Statement Classification of (Gain) or Loss Reclassified from AOCI	(Gain) or Loss Reclassified from AOCI into Income
	2011			2010			2011			2010			2012			2011				2012			2011
Cash Flow Hedges
Interest rate contracts	$	69		$	42	Interest expense	$	(2	)	$	(2	)	$	(3	)	$	(1	)	Interest expense	$	—		$	(1	)
Foreign exchange contracts	11			7		Cost of products sold	36			2			13			34			Cost of products sold	(3		)	6
Foreign exchange contracts	(3		)	—		Other (income) and expense, net	(3		)	—			2			5			Other (income) and expense, net	2			6
Commodity contracts	6			15		Cost of products sold	6			8			8			—			Cost of products sold	4			2
Total	$	83		$	64		$	37		$	8		$	20		$	38			$	3		$	13
Net Investment Hedges
Foreign exchange contracts	$	(4	)	$	4		$	—		$	—		$	(1	)	$	1			$	—		$	—

^(a)

(Gains) and losses on these instruments primarily relate to derivatives entered into with third parties to manage foreign currency exchange exposure on the remeasurement of non-functional currency denominated monetary assets and liabilities. Consequently, the effect on earnings from the use of these undesignated derivatives is substantially neutralized by the recorded transactional gains and losses ~~recorded~~ on the underlying assets and liabilities.

~~Table of Contents~~

~~Fair Values of Derivative Instruments~~

Balance Sheet
Location
September 30
2011 December 31
2010
(Millions of dollars)
Assets
Derivatives designated as hedging instruments:
Interest rate contracts Other current assets $ 2
$ —
Interest rate contracts Other assets 11
24
Foreign exchange contracts Other current assets 19
4
Foreign exchange contracts Other assets 4
1
Total 36
29
Undesignated derivatives:
Foreign exchange contracts Other current assets 32
41
Total asset derivatives $ 68
$ 70

Liabilities
Derivatives designated as hedging instruments:
Interest rate contracts Accrued expenses $ 37
$ —
Interest rate contracts Other liabilities 26
2
Foreign exchange contracts Accrued expenses 5
16
Foreign exchange contracts Other liabilities —
3
Commodity contracts Accrued expenses 6
7
Commodity contracts Other liabilities 1
—
Total 75
28
Undesignated derivatives:
Foreign exchange contracts and other Accrued expenses 88
20
Total liability derivatives $ 163
$ 48

Note ~~10.~~9. Description of Business Segments

We are organized into operating segments based on product groupings. These operating segments have been aggregated into four reportable global business segments: Personal Care, Consumer Tissue, K-C Professional & Other, and Health Care. The reportable segments were determined in accordance with how our executive managers develop and execute 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. Segment management is evaluated on several factors, including operating profit. Segment operating profit excludes other (income) and expense, net and income and expense not associated with the business segments, including the charges related to the pulp and tissue restructuring actions described in Note 3.

The principal sources of revenue in each global business segment are described below:

~~The~~ Personal Care ~~segment manufactures~~ brands offer parents a trusted partner in caring for their families and ~~markets~~deliver confidence, protection and discretion to adults, through a wide variety of innovative solutions and products such as disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products, and other related products. Products in this segment are ~~primarily for household use and are~~ sold under ~~a variety of brand names, including~~the Huggies, Pull-Ups, Little Swimmers, GoodNites, Kotex, Lightdays, Depend, Poise and other brand names.

~~The~~ Consumer Tissue offers a wide variety of innovative solutions and trusted brands that touch and improve people's lives every day. Products in this segment ~~manufactures and markets~~include facial and bathroom tissue, paper towels, napkins and related products, ~~for household use. Products in this segment~~and are sold under the Kleenex, Scott, Cottonelle, Viva, Andrex, Scottex, Hakle, Page and other brand names.

~~The~~ K-C Professional & Other helps transform workplaces for employees and patrons, making them healthier, safer, and more productive, through a range of solutions and supporting products such as apparel, wipers, soaps, sanitizers, tissues, and towels. Key brands in this segment ~~manufactures~~include: Kleenex, Scott, WypAll, Kimtech, and ~~markets facial~~Jackson Safety.

Health Care provides the essentials that help restore patients to better health and ~~bathroom tissue, paper towels, napkins, wipers~~improve the quality of patients' lives. Through a portfolio of innovative medical device and infection prevention products, Health Care offers clinicians a range of solutions in pain management, respiratory and digestive health and medical supplies for the operating room. This business is a global leader in education to prevent healthcare-associated infections. Products are sold primarily under the Kimberly‑Clark and ON‑Q brand names.

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and a range of safety products for the away-from-home marketplace. Products in this segment are sold under the Kimberly-Clark, Kleenex, Scott, WypAll, Kimtech, KleenGuard, Kimcare and Jackson brand names.

The Health Care segment manufactures and markets health care products such as surgical drapes and gowns, infection control products, face masks, exam gloves, respiratory products, pain management products primarily sold through I-Flow, and other disposable medical products. Products in this segment are sold under the Kimberly-Clark, Ballard, ON-Q and other brand names.

The following schedules present information concerning consolidated operations by business segment:


	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended March 31
(Millions of dollars)	2011			2010			2011			2010
													2012			2011
													(Millions of dollars)
NET SALES:
Personal Care	$	2,390		$	2,183		$	6,918		$	6,501		$	2,367		$	2,187
Consumer Tissue	1,711			1,643			5,054			4,778			1,659			1,674
K-C Professional & Other	863			781			2,477			2,312			797			768
Health Care	407			367			1,186			1,078			405			388
Corporate & Other	11			5			35			2			13			12
Consolidated	$	5,382		$	4,979		$	15,670		$	14,671		$	5,241		$	5,029

OPERATING PROFIT (reconciled to income before income taxes):
OPERATING PROFIT (reconciled to Income Before Income Taxes and Equity Interests):
Personal Care	$	396		$	428		$	1,185		$	1,343		$	399		$	389
Consumer Tissue	206			156			529			488			217			150
K-C Professional & Other	127			116			360			356			125			104
Health Care	56			49			159			148			53			50
Other (income) and expense, net^(a)	(17		)	7			(27		)	112			8			(2		)
Corporate & Other^(b)(a)	(140		)	(44		)	(429		)	(149		)	(86		)	(151		)
Total Operating Profit	662			698			1,831			2,074			700			544
Interest income	5			5			13			16			4			4
Interest expense	(70		)	(59		)	(205		)	(180		)	(71		)	(64		)
Income Before Income Taxes and Equity Interests	$	597		$	644		$	1,639		$	1,910		$	633		$	484


^(a)	For the ~~nine~~three months ended ~~September 30, 2010~~March 31, 2012 and 2011, Corporate & Other ~~(income) and expense, net included a~~ ~~$79 million~~ ~~charge for the adoption of highly inflationary accounting in Venezuela effective January 1, 2010. See additional information in Note 4.~~

^(b)

~~For the three months ended~~ ~~September 30, 2011~~,includes pulp and tissue restructuring charges of $9535 million ~~are included in Corporate & Other. See additional information in Note 3. For the~~and ~~nine~~$82 million, respectively. The three months ended ~~September 30,~~March 31, 2011~~, pulp and tissue restructuring charges of~~ ~~$267 million~~ ~~and~~ also includes a non-deductible business tax charge of $32 million related to a law change in ~~Colombia are included~~Colombia. See additional information in ~~Corporate & Other.~~Note 3 for the pulp and tissue restructuring actions. The restructuring charges related to the business segments are as follows:



	Three Months Ended March 31
	2012		2011
	(Millions of dollars)
Consumer Tissue	$	32	$	75
K-C Professional & Other	3		7
Total	$	35	$	82

Three Months Ended
September 30, 2011 Nine Months Ended
September 30, 2011
Consumer Tissue $ 81
$ 233
K-C Professional & Other 14
34
Total $ 95
$ 267

~~Table of Contents~~

~~Also included in Corporate & Other for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2010, is a~~ ~~$19 million~~ ~~charge related to the adoption of highly inflationary accounting in Venezuela. The charges related to the business segments are as follows:~~

Millions of dollars
Personal Care $ 11
Consumer Tissue 6
K-C Professional & Other 2
Total $ 19

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Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

Introduction

This management’s discussion and analysis of financial condition and results of operations is intended to provide investors with an understanding of our recent performance, financial condition and prospects. The following will be discussed and analyzed:

Overview of ~~Third~~First Quarter ~~2011~~2012 Results

Results of Operations and Related Information

Liquidity and Capital Resources

Legal Matters

Business Outlook

Overview of ~~Third~~First Quarter ~~2011~~2012 Results

Net sales increased ~~8.1~~4.2 percent primarily due to ~~the positive impact of foreign currency rates and~~ increases in net selling ~~prices.~~prices and sales volumes.

Operating profit and net income attributable to Kimberly-Clark Corporation ~~decreased 5.2~~increased 28.7 percent and ~~7.9~~33.7 percent, respectively.

~~Results were negatively impacted by $95~~Net income in 2012 includes $24 million in ~~pre-tax charges, $66 million~~ after tax charges ($35 million pre-tax) for ~~the~~ pulp and tissue ~~restructuring.~~restructuring actions. The prior year results include $57 million in after tax charges ($82 million pre-tax) for the restructuring actions as well as a non-deductible business tax charge of $35 million related to a law change in Colombia.

Cash provided by operations was ~~$750~~$585 million ~~an increase of 1 percent~~ compared to ~~last~~$250 million in the prior year.

Results of Operations and Related Information

This section presents a discussion and analysis of our ~~third~~first quarter ~~and first~~ ~~nine~~ ~~months~~ of ~~2011~~2012 net sales, operating profit and other information relevant to an understanding of the results of operations.

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~~Third~~First Quarter of 2012 Compared With First Quarter of 2011 ~~Compared With~~ ~~Third~~ ~~Quarter of~~ ~~2010~~

Analysis of Net Sales

By Business Segment

~~(Millions of dollars)~~



Net Sales	2012		2011
	(Millions of dollars)
Personal Care	$	2,367	$	2,187
Consumer Tissue	1,659		1,674
K-C Professional & Other	797		768
Health Care	405		388
Corporate & Other	13		12

Consolidated	$	5,241	$	5,029

By Geography

Net Sales 2011 2010

Personal Care $ 2,390
$ 2,183
Consumer Tissue 1,711
1,643
K-C Professional & Other 863
781
Health Care 407
367
Corporate & Other 11
5

Consolidated $ 5,382
$ 4,979



Net Sales	2012			2011
	(Millions of dollars)
North America	$	2,678		$	2,637
Outside North America	2,758			2,568
Intergeographic sales	(195		)	(176		)

Consolidated	$	5,241		$	5,029

Commentary:


	Percent Change in Net Sales Versus Prior Year								Percent Change in Net Sales Versus Prior Year
	Total Change	Changes Due To							Total Change		Changes Due To
		Volume Growth		Net Price		Mix/ Other		Currency			Volume Growth		Net Price	Mix/ Other		Currency
		Volume Growth		Net Price		Mix/ Other		Currency			Volume Growth		Net Price	Mix/ Other		Currency

Consolidated	8.1	—		3		1		4	4.2		1		3	1		(1	)
Personal Care	9.5	3		3		(1	)	4	8.2		6		3	—		(1	)
Consumer Tissue	4.1	(6	)	4		1		5	(0.9	)	(5	)	4	1		(1	)
K-C Professional & Other	10.5	3		2		—		5	3.8		2		2	1		(1	)
Health Care	10.9	9		(1	)	—		3	4.4		4		1	(1	)	—

Personal care net sales in North America ~~decreased~~increased 1 percent. ~~Changes in net~~Net selling prices rose approximately 2 percent, driven by improved revenue realization for Huggies diapers, and product mix ~~each reduced sales~~was favorable by 1 percent, while ~~favorable currency rates added 1 percent to sales. Overall~~ sales volumes ~~were even with the year-ago period. Volumes increased double-digits in adult~~decreased about 1 percent. Infant care and baby wipes, with market share gains in both categories. New Poise Hourglass Shape pads were introduced in the third quarter and contributed to the volume growth in adult care. Feminine care volumes increased high-single digits, with continued momentum in the U by Kotex brand. Although new Huggies Little Movers Slip-On diapers had solid initial sales, infant care volumes declined low-single digits, and child care volumes ~~fell at a double-digit rate. Category~~were down mid- and high-single digits, respectively, primarily reflecting category declines ~~competitive promotional activity, reductions in customer inventory levels in diapers~~ and ~~some~~ consumer trade-down in child care. Volumes rose high-single digits in adult care, ~~accounted for the volume decline.~~including benefits from market share growth, sales of new Poise Hourglass Shape Pads and introductory shipments of new Depend Real Fit and Silhouette briefs. Feminine care volumes were up low-single digits.

In Europe, personal care net sales increased 84 percent, ~~including~~despite an unfavorable currency impact of about 3 percent. Sales volumes rose 11 percent, ~~benefit from changes in currency rates. Sales volumes fell 1 percent, as lower diaper volumes were mostly offset by~~with growth in ~~other product areas, including~~child care, Huggies diapers and baby wipes and ~~child care. In addition, changes in net~~non-branded offerings. Net selling prices ~~and product mix each reduced~~fell approximately 5 percent, primarily due to increased promotional activity in the diaper category.

Personal care net sales ~~1 percent.~~

Inincreased about 17 percent in our international operations in Asia, Latin America, the Middle East, Eastern Europe and Africa (“("K-C ~~International”~~International"), ~~personal care net sales increased 21~~which included an approximate 2 percent ~~including a 7 percent benefit~~decline from changes in currency rates. Sales volumes were up 612 percent, ~~including~~with double-digit growth in each major region of K-C International. Sales volume performance was strong in a number of markets, including Australia, Brazil, China, Israel, Russia, South Africa, South Korea, Venezuela and Vietnam. ~~In addition, volumes rose high-single digits in Latin America, with broad-based improvements throughout the region. Overall net~~Net selling prices ~~rose 9~~improved about 6 percent compared to the year-ago period, driven by increases in Latin America.

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Consumer tissue net sales in North America ~~net~~were even with the prior year, despite a 4 percent negative impact from lost sales ~~of consumer~~in conjunction with pulp and tissue ~~products decreased 1 percent compared to the year-ago period.~~restructuring actions. Net selling prices rose 6 percent, while organic sales volumes ~~fell 7 percent due to lower~~(i.e., sales ~~of bathroom~~volume impacts other than the lost sales from restructuring actions) decreased 2 percent. Bathroom tissue and facial tissue. The declines reflect the near-term impact of sheet count reductions, along with the company's focus on revenue realization and strong year-ago promotion support. By product category, bathroom tissue volumes fell double-digits andnet sales increased at a solid rate, as higher selling prices more than offset a low-single digit decline in sales volumes. Kleenex facial tissue net sales were even with year-ago, as higher selling prices and improved product mix were offset by lower volumes, which were ~~off high single-digits. In other product areas, paper~~impacted by a weak cold and flu season and sheet count reductions. Paper towel net sales and volumes rose at a double-digit rate and benefited from improved distribution ~~levels and promotion activity.~~levels.

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In Europe, consumer tissue net sales ~~increased 8~~decreased 5 percent, including ~~a favorable~~an unfavorable currency ~~benefit~~impact of 112 percent. Sales volumes ~~and net selling prices each declined~~fell 2 percent ~~as market conditions worsened somewhat over the last three months.~~and changes in product mix reduced sales by 1 percent, reflecting challenging economic conditions.

In K-C International, consumer tissue net sales increased ~~11 percent, including an 8 percent benefit from changes in currency rates.~~about 1 percent. Net selling prices ~~increased 6~~improved 4 percent ~~driven by improvements in Latin America,~~ and ~~changes in~~ product mix ~~benefited~~advanced 3 percent, reflecting our strategies to improve net realized revenue and profitability. On the other hand, organic sales byvolumes fell 3 ~~percent. Sales volumes declined 7~~ percent, ~~including a 2 percent negative impact from exiting certain non-strategic products~~lost sales in conjunction with ~~the~~ pulp and tissue ~~restructuring.~~restructuring actions reduced sales volumes about 2 percent and currency rates were unfavorable by approximately 2 percent.

Net sales of K-C Professional ~~(“KCP”~~("KCP") & other products in North America increased 4 percent. ~~Net~~Increased sales volumes, higher net selling prices ~~rose 2 percent, while~~and changes in product mix ~~and currency rates~~ each ~~benefited~~improved sales by approximately 1 percent. ~~Sales volumes were even with year-ago levels. Although safety product volumes advanced mid-single digits,~~The volume gain was driven by increased washroom product volumes, ~~were even with year-ago levels, as high unemployment and office vacancy levels continued to impact~~reflecting some improvement in market demand and ~~wiper volumes declined low-single digits. Net~~benefits from innovation and selling initiatives.

In Europe, KCP net sales decreased 4 percent. Lost sales in ~~Europe increased 20~~conjunction with pulp and tissue restructuring actions reduced sales volumes 5 percent ~~driven by stronger~~and changes in currency rates ~~that benefited~~decreased net sales by 132 percent. ~~In addition,~~On the other hand, higher organic sales volumes, ~~advanced 6~~improved selling prices and favorable product mix each contributed 1 percent ~~compared to a relatively soft year-ago performance. Net~~of sales ~~increased 19 percent~~growth.

KCP net sales in K-C International ~~including a~~increased 9 ~~percent benefit from favorable currency rates.~~percent. Sales volumes were up 7 percent, with particular strength in Latin America, and ~~South Asia, and~~ net selling prices rose 3 percent, while currency rates reduced net sales 1 percent.

Net sales of health care products increased 114 percent inover the ~~third quarter.~~prior year. Sales volumes rose 9about 4 percent and ~~changes in currency rates increased sales 3 percent, while~~ net selling prices ~~were off~~increased approximately 1 percent. Medical supply volumes rose ~~double-digits,~~at a mid-single digit rate, led by growth in exam gloves and surgical ~~products, reflecting improved North American market demand. In other areas of the business, global medical~~products. Medical device volumes increased ~~high-single~~low-single digits, ~~including strong~~with solid growth in ~~Europe and Asia.~~airway management products.

~~By Geography~~

~~(Millions of dollars)~~

Net Sales 2011 2010

North America $ 2,740
$ 2,741
Outside North America 2,838
2,429
Intergeographic sales (196 ) (191 )

Consolidated $ 5,382
$ 4,979

~~Commentary:~~

Net sales in North America were essentially even with the prior year, primarily due to higher net selling prices and favorable currency effects, offset by lower sales volumes, primarily in infant care and child care.

Net sales outside North America increased 16.8 percent due to favorable currency effects, higher net selling prices, higher sales volumes, primarily in personal care, in a number of markets including most of Latin America, South Korea, China, and Vietnam, and improvement in product mix.

~~Table of Contents~~

Analysis of Operating Profit

By Business Segment

~~(Millions~~



Operating Profit	2012			2011
	(Millions of dollars)
Personal Care	$	399		$	389
Consumer Tissue	217			150
K-C Professional & Other	125			104
Health Care	53			50
Corporate & Other^(a)	(86		)	(151		)
Other (income) and expense, net	8			(2		)

Consolidated	$	700		$	544

Table of ~~dollars)~~Contents

By Geography


Operating Profit	2011			2010			2012			2011
							(Millions of dollars)
Personal Care	$	396		$	428
Consumer Tissue	206			156
K-C Professional & Other	127			116
Health Care	56			49
North America							$	479		$	467
Outside North America							315			226
Corporate & Other^(a)	(140		)	(44		)	(86		)	(151		)
Other (income) and expense, net	(17		)	7			8			(2		)

Consolidated	$	662		$	698		$	700		$	544


^(a)	For the three months ended March 31, 2012 and 2011, Corporate & Other in ~~2011~~ includes pulp and tissue restructuring charges of $9535 million. and $82 million, respectively. The three months ended March 31, 2011 also included a non-deductible business tax charge of $32 million related to a law change in Colombia.

Commentary:


	Percentage Change in Operating Profit Versus Prior Year												Percentage Change in Operating Profit Versus Prior Year
			Change Due To											Change Due To
	Total Change		Volume		Net Price		Input Costs^(a)		Cost Savings	Currency	Other^(b)		Total Change	Volume		Net Price	Input Costs^(a)		Cost Savings		Currency		Other^(b)

Consolidated	(5.2	)	—		22		(21	)	13	5	(24	)	28.7	4		28	(2	)	11		(1	)	(11	)
Personal Care	(7.5	)	2		17		(18	)	8	2	(18	)	2.6	9		17	(9	)	7		—		(21	)
Consumer Tissue	32.1		(16	)	46		(14	)	19	4	(7	)	44.7	(14	)	46	17		17		(1	)	(20	)
K-C Professional & Other	9.5		3		14		(27	)	20	9	(10	)	20.2	4		14	2		14		(2	)	(12	)
Health Care	14.3		28		(7	)	(39	)	13	3	16		6.0	7		5	(1	)	(17	)	2		10


^(a)	Includes inflation in raw materials, energy and distribution costs.


^(b)	Consolidated includes the impact of the charges in 2012 and 2011 ~~charges~~ related to the pulp and tissue ~~restructuring.~~ restructuring actions and a non-deductible business tax charge in 2011 related to a law change in Colombia.

Consolidated operating profit ~~decreased~~increased compared to the prior year. The benefits of higher net sales and cost savings of ~~$90~~$60 million ~~and favorable currency effects~~ were ~~more than~~partially offset by net inflation in ~~input costs~~key cost inputs of ~~$150~~approximately $10 million, higher marketing, research and general expenses, including ~~$110~~a $45 million ~~for raw materials other than fiber,~~increase in strategic marketing, primarily ~~polymer resin~~to support product innovations and ~~other oil-based materials, $20 million for energy, $15 million~~targeted growth initiatives, and administrative and research spending increases, in ~~distribution costs,~~part to build further capabilities and ~~$5 million in higher fiber costs. Current~~support future growth. In addition, the current year results ~~were also impacted by $95~~include $35 million of pre-tax charges ~~related to~~for the pulp and tissue ~~restructuring. Lower production volumes in 2011,~~restructuring actions, while the prior year period includes $82 million of pre-tax charges for the restructuring actions and a $32 million non-deductible charge due to ~~manage inventory levels, adversely affected operating profit comparisons by $30 million. Marketing, research and general expenses~~a legislative change in the ~~third quarter~~assessment of ~~2011 increased slightly compared to 2010, but fell as~~ a ~~percent of net sales, reflecting our focus on reducing overhead spending, along with significant year-ago marketing spending.~~business tax in Colombia.

Personal care segment operating profit ~~decreased as the benefits from~~increased due to higher net sales ~~growth~~ and cost savings, ~~were more than~~partially offset by input cost inflation ~~the negative impact of lower production volumes~~ and ~~increases in~~increased marketing, research and general expenses. In North America, operating profit decreased ~~as inflation in input costs, unfavorable product mix,~~due to lower ~~net selling prices~~sales volumes, higher marketing, research and general expenses and the negative impact of lower production volumes, ~~were~~ partially offset by ahigher net selling prices and cost savings. Operating profit in Europe increased slightly due to cost savings, higher sales volumes and the impact of higher production volumes, mostly offset by lower ~~level of~~net selling prices and higher marketing, research and general expenses. ~~Operating profit in Europe decreased slightly due to inflation in input costs mostly offset by cost savings.~~ In K-C International, operating profit increased as higher net selling prices, ~~cost savings,~~ higher sales volumes and ~~favorable currency effects~~cost savings were partially offset by ~~inflation in~~higher input costs ~~the negative effects of lower production volumes~~ and ~~higher~~ marketing, research and general expenses.

Consumer tissue segment operating profit increased as ~~sales growth,~~selling price increases, input cost deflation and cost savings were partially offset by decreased sales volumes and ~~lower~~higher marketing, research and general ~~expenses were partially offset by inflation in input costs and the negative impact of lower production volumes.~~expenses. Operating profit in North America increased as higher net selling prices, ~~lower marketing, research and general expenses~~input cost deflation and cost savings were partially offset by lower sales ~~volumes.~~volumes and higher marketing, research and general expenses. In Europe, operating profit ~~decreased~~increased as cost savings and cost input deflation were

~~Table of Contents~~

~~more than~~ partially offset by ~~inflation in input costs, lower net selling prices~~higher marketing, research and ~~the negative effects of lower production volumes.~~general expenses and unfavorable product mix. Operating profit in K-C International increased as higher net selling prices, cost savings and favorable product mix were partially offset by higher marketing, research and general expenses and lower sales volumes.

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Operating profit for the KCP & Other segment increased as sales growth and cost savings were partially offset by ~~inflation in input costs and the negative effects of lower production volumes.~~

~~Operating profit for KCP products increased due to sales growth and cost savings, partially offset by input cost inflation and~~ higher marketing, research and general expenses.

Health care segment operating profit increased asdriven by sales growth ~~cost savings and the positive impact from higher production volumes were partially offset by inflation in input costs.~~

~~By Geography~~

~~(Millions of dollars)~~

Operating Profit 2011 2010

North America $ 492
$ 499
Outside North America 293
250
Corporate & Other^(a)
(140 ) (44 )
Other (income) and expense, net (17 ) 7

Consolidated $ 662
$ 698


^(a)	~~Corporate & Other in~~ ~~2011~~ ~~includes pulp and tissue restructuring charges of~~ ~~$95 million~~.

~~Commentary:~~

~~Operating profit in North America decreased 1.4 percent as higher net selling prices, cost savings~~ and lower marketing, research and general ~~expenses were more than offset by inflation in input costs, unfavorable product mix and lower sales volumes.~~

Operating profit outside North America increased 17.2 percent as higher net selling prices, cost savings and favorable currency effects were partially offset by inflation in input costs, the negative effects of lower production volumes and higher marketing, research and general expenses.

~~Additional Income Statement Commentary~~

~~Interest expense for the~~ ~~third~~ ~~quarter of~~ ~~2011~~ ~~was~~ ~~$11 million~~ ~~higher than the prior year due to a higher level of debt.~~

~~Our effective tax rate for the~~ ~~third~~ ~~quarter of~~ ~~2011~~ ~~was~~ ~~29.1~~ ~~percent compared to~~ ~~30.3~~ ~~percent in the prior year.~~

Our share of net income of equity companies in the third quarter was $5 million lower than the prior year. Kimberly-Clark de Mexico, S.A.B. de C.V. 's ("KCM") sales increased double-digits, but earnings comparisons were negatively impacted by input cost inflation. In addition, foreign currency transaction losses as a result of the weakening of the Mexican peso reduced KCM's earnings in the quarter.

~~Table of Contents~~

~~First~~ ~~Nine~~ ~~Months of~~ ~~2011~~ ~~Compared With First~~ ~~Nine~~ ~~Months of~~ ~~2010~~

~~Analysis of Net Sales~~

~~By Business Segment~~

~~(Millions of dollars)~~

Net Sales 2011 2010

Personal Care $ 6,918
$ 6,501
Consumer Tissue 5,054
4,778
K-C Professional & Other 2,477
2,312
Health Care 1,186
1,078
Corporate & Other 35
2

Consolidated $ 15,670
$ 14,671

~~Commentary~~:

Percent Change in Net Sales Versus Prior Year
Changes Due To

Total
Change

Volume
Growth

Net
Price

Mix/
Other
Currency

Consolidated 6.8 1
2 —
4
Personal Care 6.4 2
1 (1 ) 4
Consumer Tissue 5.8 (2 ) 3 1
4
K-C Professional & Other 7.1 2
2 (1 ) 4
Health Care 10.0 8
— —
2

~~Personal care net sales increased due to favorable currency effects, primarily in Australia, Brazil, Europe and South Korea, higher net selling prices and higher sales volumes.~~

Consumer tissue net sales increased due to favorable currency effects, higher net selling prices and favorable product mix, partially offset by lower sales volumes. The favorable currency effects primarily occurred in the same countries as personal care.

~~Net sales of KCP products increased due to favorable currency effects, higher net selling prices and higher sales volumes.~~

~~Health care net sales increased due to higher sales volumes and favorable currency effects.~~

~~By Geography~~

~~(Millions of dollars)~~

Net Sales 2011 2010

North America $ 8,080
$ 8,055
Outside North America 8,154
7,170
Intergeographic sales (564 ) (554 )

Consolidated $ 15,670
$ 14,671

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~~Commentary~~:

~~Net sales in North America increased 0.3 percent due to higher sales volumes and favorable currency effects mostly offset by lower net selling prices.~~

Net sales outside North America increased 13.7 percent due to favorable currency effects, primarily in Europe, Australia, Brazil and South Korea, higher net selling prices, higher sales volumes and favorable product mix.

~~Analysis of Operating Profit~~

~~By Business Segment~~

~~(Millions of dollars)~~

Operating Profit 2011 2010

Personal Care $ 1,185
$ 1,343
Consumer Tissue 529
488
K-C Professional & Other 360
356
Health Care 159
148
Corporate & Other^(a)(b)
(429 ) (149 )
Other (income) and expense, net^(b)
(27 ) 112

Consolidated $ 1,831
$ 2,074


^(a)	~~Corporate & Other in~~ ~~2011~~ ~~includes pulp and tissue restructuring charges of~~ ~~$267 million~~ ~~and a non-deductible business tax charge of $32 million related to a law change in Colombia.~~


^(b)	~~In 2010, Corporate & Other includes a $19 million charge, and Other (income) and expense, net includes a $79 million charge related to the adoption of highly inflationary accounting in Venezuela.~~

~~Commentary~~:

Percentage Change in Operating Profit Versus Prior Year
Change Due To

Total
Change
Volume
Net
Price

Input
Costs^(a)

Cost
Savings
Currency
Other^(b)

Consolidated (11.7 ) 4
12
(25 ) 9 7 (19 )
Personal Care (11.8 ) 3
6
(19 ) 4 3 (9 )
Consumer Tissue 8.4
(3 ) 25
(29 ) 17 3 (5 )
K-C Professional & Other 1.1
3
14
(23 ) 12 7 (12 )
Health Care 7.4
22
(3 ) (30 ) 10 3 5


^(a)	~~Includes inflation in raw materials, energy and distribution costs.~~


^(b)	~~Consolidated includes the impact of the~~ ~~2011~~ pulp and tissue restructuring charges and a non-deductible business tax charge related to a law change in Colombia, and the charge in 2010 related to the adoption of highly inflationary accounting in Venezuela.

Consolidated operating profit decreased as sales growth and cost savings were more than offset by inflation in input costs and the negative effects of lower production volumes. Comparisons with the prior year were also impacted in 2011 by $267 million of charges related to the pulp and tissue restructuring and a $32 million business tax charge related to a law change in Colombia, and a $98 million charge recorded in first quarter of 2010 related to the adoption of highly inflationary accounting in Venezuela.

Personal care segment operating profit decreased due to inflation in input costs, the negative impact of lower production volumes and unfavorable product mix, partially offset by higher net selling prices, cost savings, favorable currency effects, higher sales volumes and a lower level of marketing, research and general expenses.

~~Consumer tissue segment operating profit increased due to higher net selling prices, cost savings, a lower level of marketing,~~

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~~research and general expenses and favorable currency effects, partially offset by inflation in input costs and the negative impact of lower production volumes.~~

Operating profit for KCP products increased as higher net selling prices, cost savings, favorable currency effects and higher sales volumes offset inflation in input costs and higher marketing, research and general expenses.

~~Health care segment operating profit increased due to higher sales volumes and cost savings, partially offset by inflation in input costs and increased marketing, research and general expenses.~~

~~By Geography~~

~~(Millions of dollars)~~

Operating Profit 2011 2010

North America $ 1,445
$ 1,560
Outside North America 788
775
Corporate & Other^(a)(b)
(429 ) (149 )
Other (income) and expense, net^(b)
(27 ) 112

Consolidated $ 1,831
$ 2,074


^(a)	~~Corporate & Other in~~ ~~2011~~ ~~includes pulp and tissue restructuring charges of~~ ~~$267 million~~ ~~and a non-deductible business tax charge of $32 million related to a law change in Colombia.~~


^(b)	~~In 2010, Corporate & Other includes a $19 million charge and Other (income) and expense, net includes a $79 million charge related to the adoption of highly inflationary accounting in Venezuela.~~

~~Commentary:~~

Operating profit in North America decreased 7.4 percent as inflation in input costs and unfavorable product mix were partially offset by cost savings, lower marketing, research and general expenses, higher sales volumes and favorable currency effects.

Operating profit outside North America increased 1.7 percent as higher net selling prices, favorable currency effects, cost savings, higher sales volumes and favorable product mix were partially offset by inflation in input costs and the negative effects of lower production volumes.

Pulp and Tissue ~~Restructuring:~~Restructuring Actions:

On January 21, 2011, we initiated a pulp and tissue restructuring plan in order to exit our remaining integrated pulp manufacturing operations and improve the underlying profitability and return on invested capital of our consumer tissue and KCP businesses. The restructuring involves the streamlining, sale or closure of ~~5 to 6~~six of our manufacturing facilities around the world. In conjunction with these actions, we have begun to exit certain non-strategic products, primarily non-branded offerings, and transfer some production to lower-cost facilities in order to improve overall profitability and returns. ~~Facilities impacted~~

In addition, on January 24, 2012, we announced our decision to streamline an additional manufacturing facility in North America to further enhance the profitability of our consumer tissue business.

~~The restructuring plan commenced in the first quarter~~end of ~~2011 and is expected to be completed by December 31,~~ 2012. The restructuring isactions are expected to result in cumulative pre-tax charges of approximately ~~$400~~$550 million to ~~$600~~$600 million ~~before tax ($280~~ ($385 million to ~~$420~~$420 million after tax) over ~~that period.~~2011 and 2012. Cash costs related to the streamlining of operations, sale or closure, relocation of equipment, severance and other expenses are expected to account for approximately 2530 percent to 5040 percent of the charges. Noncash charges will consist primarily of incremental depreciation.

As a result of the restructuring activities, versus the 2010 baseline, we expect that by 2013 annual net sales will ~~be reduced~~decrease by $250 million to $300 million, and operating profit will increase by at least $75 ~~million.~~million in 2013 and at least $100 million in 2014. Through the first quarter of 2012, we have recognized cumulative operating profit benefits of $25 million from the restructuring actions. Most of the restructuring will impact the consumer tissue business segment.

~~Third~~ ~~quarter~~ ~~2011~~ ~~charges of~~ ~~$95 million~~ ~~were recorded in Cost of products sold and a related benefit of~~ ~~$29 million~~ ~~was recorded in Provision for income taxes. On a segment basis,~~ ~~$81 million~~ ~~and~~ ~~$14 million~~ ~~of the charges related to the consumer~~

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~~tissue and KCP segments, respectively. On a geographic area basis,~~ ~~$66 million~~ ~~of the charges were recorded in North America,~~ ~~$24 million~~ ~~in Australia, and~~ ~~$5 million~~ ~~elsewhere.~~

~~Of the~~ ~~$267 million~~ ~~charges recorded in the first~~ ~~nine~~ ~~months of~~ ~~2011~~, ~~$205 million~~ ~~were non-cash. Of the~~ ~~$62 million~~ ~~in cash charges,~~ ~~$34 million~~ ~~have been paid.~~

See additional information on the pulp and tissue restructuring actions in Note 3 to the Condensed Consolidated Financial Statements.

Additional Income Statement Commentary

Interest expense for the ~~first~~ ~~nine~~first ~~months~~quarter of ~~2011~~2012 was ~~$25~~$7 million higher than the prior year ~~because~~primarily due to a higher level of ~~higher debt levels, partially offset by lower interest rates.~~debt.

Our effective tax rate for the ~~first~~ ~~nine~~first ~~months~~quarter of ~~2011~~2012 was ~~30.4~~29.2 percent compared to ~~32.3~~31.4 percent in the prior year. The ~~reduction~~rate in ~~the tax rate~~2011 was driven by nondeductible currency losses resulting from the adoption of highly inflationary accounting in Venezuela and changes in tax law related to U.S. health care reform legislation, both in 2010, partially offsetimpacted by a ~~nondeductible charge in 2011 related to a~~non-deductible business tax law change in Colombia, partially offset by favorable audit resolutions. The rate in 2012 was impacted by favorable resolutions of matters with tax authorities.

Our share of net income of equity companies in the first quarter of 2012 was $1 million lower than the prior year. The year- ago results included a $3 million charge as a result of a non-deductible business tax at one of our equity affiliates in Colombia. At Kimberly-Clark de Mexico, S.A.B. de C.V., despite increased sales volumes, net sales were even with the year-ago period and earnings were down, as a result of a decline in the value of the Mexican peso.

Liquidity and Capital Resources

Cash provided by operations for the ~~first~~ ~~nine~~firstthree months of ~~2011~~2012 was $~~1,771~~585 million, compared to $~~1,796~~250 million in the prior year. ~~Tax payments declined in 2011 compared to 2010, while~~The increase was driven by lower defined benefit plan contributions and higher cash earnings. Contributions to our defined benefit pension plans totaled ~~$416~~$45 million for the three months ended March 31, 2012 versus $265 million for the three months ended March 31, 2011. We expect to contribute $50 million to $100 million to our pension trusts in ~~2011 versus $230 million in 2010.~~2012.

During the ~~third~~first quarter of ~~2011~~2012, we repurchased approximately ~~600,000~~6.3 million shares of our common stock at a cost of approximately $40460 million. ~~Year-to-date, we have repurchased approximately~~In ~~19 million~~2012 ~~shares at a total cost of~~ ~~$1.24~~ ~~billion. We plan to accelerate additional pension contributions into 2011 and reduce our 2011 share repurchase target by a similar amount. As a result,~~, we plan to ~~contribute an aggregate~~repurchase $900 million to $1.1 billion of ~~$680~~shares through open market purchases, subject to ~~$760 million (increased from our prior estimate of $420 to $500 million), and share repurchases are expected to total approximately $1.24 billion (previous target $1.5 billion).~~ market conditions.

Capital spending for the ~~first~~ ~~nine~~firstthree months was $~~656~~259 million compared with $~~611~~234 million last year. We anticipate that full year ~~2011~~2012 capital spending will be between ~~$950 million~~$1.0 and ~~$1,050 million.~~$1.1 billion.

~~Total~~At March 31, 2012, total debt and redeemable securities was $~~7.2~~6.9 billion at ~~September 30, 2011~~ compared with $~~6.5~~6.7 billion at December 31, ~~2010.~~2011.

Our short-term debt as of ~~September 30, 2011~~March 31, 2012 was $88473 million (included in Debt payable within one year on the Condensed Consolidated Balance Sheet) and consisted of U.S. commercial paper with original maturities up to 90 days and other similar short-term ~~bank financing~~debt issued by ~~certain affiliates.~~non-U.S. subsidiaries. The average month-end balance of short-term debt for the ~~third~~first quarter of

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~~2011~~2012 was ~~$150~~$462 million. These short-term borrowings, which included commercial paper that we issue from time to time, provide supplemental funding for supporting our operations. The level of short-term debt during a quarter generally fluctuates depending upon the ~~business~~amount of operating cash flows and the timing of customer receipts and payments for items such as dividends and income taxes.

On February 9, 2012, we issued $300 million of 2.4% notes due March 1, 2022. Proceeds from the offering were used for general corporate purposes, including to repay a portion of our $400 million aggregate principal amount of 5.625% notes that were due February 15, 2012.

~~At December 31, 2010, we had a $1.33 billion~~We have an unused revolving credit facility ~~that was scheduled to expire in September 2012. In October 2011, we renegotiated this facility, resulting in~~comprised of (1) a 5 year facility of $1.5 billion scheduled to expire in October 2016, (2) an additional $500 million facility scheduled to expire in October 2012, and (3) an option to increase either (but not both) the $1.5 billion facility or the $500 million facility by an additional $500 million. ~~Each~~This facility ~~remained unused~~supports our commercial paper program and would provide liquidity in the event our access to the commercial paper market is unavailable for any reason.

The Venezuelan government has currency exchange regulations that limit U.S. dollar availability to pay for the historical levels of U.S. dollar-denominated imports to support operations of our Venezuelan subsidiary (“K-C Venezuela”). At March 31, 2012, K-C Venezuela had a bolivar-denominated net monetary asset position of $155 million and our net investment in K-C Venezuela was $271 million, both valued at ~~October 31,~~5.4 bolivars per U.S. dollar. Net sales of K-C Venezuela represented 1 percent of Consolidated Net Sales for full-year 2011.

~~On July 7, 2011, we collected $220 million in cash related~~ The Venezuelan government has enacted price controls effective April 1, 2012 that will reduce the net selling prices of certain of K-C Venezuela's products. We do not expect the enacted price controls to have a ~~note receivable~~material impact on ~~its maturity date. See Note 2 of the Condensed Consolidated Financial Statements.~~our consolidated financial results.

We believe that our ability to generate cash from operations and our capacity to issue short-term and long-term debt are adequate to fund ~~operations,~~working capital, capital spending, payment of dividends, pension plan contributions and other needs infor the foreseeable future. Further, we do not expect restrictions or taxes on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition or results of operations infor the foreseeable future.

During the second quarter of 2010, the Venezuelan government enacted reforms to its currency exchange regulations that limited U.S. dollar availability to pay for the historical levels of U.S. dollar-denominated imports to support K-C Venezuela’s operations. In this environment, we are managing our U.S. dollar payables exposure in Venezuela, principally related to imports of finished products and raw materials. For the full year 2010 and first ~~nine~~ ~~months of~~ ~~2011, K-C Venezuela represented 1 percent of Consolidated Net Sales. At~~ ~~September 30, 2011, K-C Venezuela had a bolivar-denominated net monetary asset position of~~ ~~$130 million~~ ~~and our net investment in K-C Venezuela was~~ ~~$220 million, both valued at 5.4 bolivars per U.S. dollar.~~

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See Note 4 to the Condensed Consolidated Financial Statements for more details about the accounting for K-C Venezuela’s financial results and the previously discussed charge resulting from the January 1, 2010 adoption of highly inflationary accounting in Venezuela.

Legal Matters

We are subject to various ~~lawsuits~~legal proceedings, claims and ~~claims~~governmental inspections, audits or investigations pertaining to issues such as contract disputes, product liability, patents and trademarks, advertising, ~~employee~~governmental regulations, employment and other matters. Although the results of litigation and claims cannot be predicted with certainty, we believe that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, individually or in the aggregate, on our business, financial condition, results of operations or liquidity.

We are subject to federal, state and local environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. We have been named a potentially responsible party under the provisions of the U.S. federal Comprehensive Environmental Response, Compensation and Liability Act, or analogous state statutes, at a number of waste disposal sites. None of our compliance obligations with environmental protection laws and regulations, individually or in the aggregate, is expected to have a material adverse effect on our business, financial condition, results of operations or liquidity.

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Business Outlook

During 2012, we expect economic conditions will remain positive in emerging markets overall. In the U.S., with the economic environment improving modestly, we do not expect a significant increase in market demand in the near term. In Europe, we expect economic conditions to remain challenging. In this global environment, we will seek to continue to increase strategic marketing faster than net sales and pursue our targeted growth initiatives. We expect commodity cost inflation to be relatively benign overall in 2012, but we believe results will likely be negatively impacted by foreign currency exchange rates weakening against the U.S. dollar. We will continue to ~~focus on revenue realization~~manage our company with financial discipline, and ~~our targeted growth initiatives, as well as delivering~~expect to deliver cost savings ~~controlling overhead spending and generating cash flow. As the commodity~~to offset cost environment has improved over the last three months, and the U.S. dollar has recently strengthened, we are anticipating less commodity cost inflation and less benefit from foreign currency exchange rates in 2011 than previously expected. In addition, we plan to accelerate additional pension contributions into 2011 and reduce our 2011 share repurchase target by a similar amount. As a result, we plan to contribute an aggregate of $680 to $760 million (increased from our prior estimate of $420 to $500 million) to our pensions in 2011, and to repurchase an aggregate of approximately $1.24 billion (a decrease from our prior plan of $1.5 billion) of our shares in 2011. increases.

Information Concerning Forward-Looking Statements

Certain matters contained in this report concerning the business outlook,including ~~revenue realization, cost savings~~the anticipated costs, scope, timing and ~~reductions,~~effects of restructuring actions, the impact of foreign government actions, cash flow, cash sources and uses of cash, ~~raw material, energy~~economic conditions and ~~other~~market demand, cost inflation and input costs, anticipated currency rates and exchange risk, ~~sales volumes, market demand~~cost savings and ~~economic conditions, changes in finished product selling prices, the anticipated costs, scope, timing and effects of the pulp and tissue restructuring,~~reductions, anticipated financial and operating results, contingencies and anticipated transactions of Kimberly-Clark, including share repurchases and pension contributions, ~~and share repurchases,~~ constitute ~~forward-looking statements~~“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based upon management's expectations and beliefs concerning future events impacting Kimberly-Clark. There can be no assurance that these future events will occur as anticipated or that our results will be as estimated. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them.

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 prices and availability of our raw materials, potential competitive pressures on selling prices or advertising and promotion expenses for our products, energy costs, retail trade customer actions, and fluctuations in foreign currency exchange rates, as well as general economic and political conditions globally and in the markets in which we do business, could affect the realization of these estimates.

For a description of certain factors that could cause our future results to differ from those expressed in these forward-looking statements, see Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011 entitled “Risk Factors.”

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Item 4.	Controls and ~~Procedures.~~Procedures

As of ~~September 30, 2011~~March 31, 2012, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of ~~September 30, 2011~~March 31, 2012. There were no changes in our internal control over financial reporting during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.	– OTHER INFORMATION


Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We repurchase shares of Kimberly-Clark common stock from time to time pursuant to publicly announced share repurchase programs. ~~During 2011, we anticipate purchasing $1.24 billion of our common stock.~~ All our share repurchases during the ~~third~~first quarter of ~~2011~~2012 were made through a broker in the open market.

The following table contains information for shares repurchased during the ~~third~~first quarter of ~~2011.~~2012. None of the shares in this table ~~was~~were repurchased directly from any of our officers or directors.

Period
(2011)
Total Number
of Shares
Purchased^(a)

Average
Price Paid
Per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Maximum
Number of
Shares
That May
Yet Be
Purchased
Under the
Plans or
Programs^(b)
July 1 to 31 598,000
$ 66.91
49,814,411
50,185,589
August 1 to 31 —
—
49,814,411
50,185,589
September 1 to 30 —
$ —
49,814,411
50,185,589
Total 598,000



Period (2012)	Total Number of Shares Purchased^(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs^(b)
January 1 to January 31	2,056,896	$	72.70	1,871,307	48,128,693
February 1 to February 29	2,058,104	71.53		3,929,411	46,070,589
March 1 to March 31	2,232,000	72.87		6,161,411	43,838,589
Total	6,347,000

^(a)

Share repurchases were made pursuant to a share repurchase ~~program~~programs authorized by our Board of Directors on July ~~27, 2003 that~~23, 2007 (the "2007 Program") and January 21, 2011 (the "2011 Program"), respectively. Each program allows for the repurchase of 50 million shares in an amount not to exceed $5 ~~billion (the “2007 Program”).~~billion. Purchases in January 2012 of 185,589 shares exhausted the authority under the 2007 Program and, as a result, that program has expired. All remaining purchases in the first quarter of 2012 were made pursuant to the 2011 Program.


^(b)	Includes shares available under the ~~2007~~2011 Program as well as shares available under a share repurchase program authorized by our Board of Directors on January 21, 2011 that allows for the repurchase of 50 million shares in an amount not to exceed $5 billion (the "2011 Program").only.

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Item 6.	~~Exhibits.~~Exhibits


(a)	~~Exhibits.~~Exhibits

Exhibit No. (3)a. Amended and Restated Certificate of Incorporation, dated April 30, 2009, incorporated by reference to Exhibit No. (3)a of the Corporation’s Current Report on Form 8-K dated May 1, 2009.

Exhibit No. (3)b. By-Laws, as amended April 30, 2009, incorporated by reference to Exhibit No. (3)b of the Corporation’s Current Report on Form 8-K dated May 1, 2009.

Exhibit No. (4). Copies of instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission on request.

Exhibit No. (10)n. Form of Award Agreements under 2011 Equity Participation Plan, filed herewith.

Exhibit No. (31)a. Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed herewith.

Exhibit No. (31)b. Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, filed herewith.

Exhibit No. (32)a. Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished herewith.

Exhibit No. (32)b. Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished herewith.

Exhibit No. (101).INS XBRL Instance Document

Exhibit No. (101).SCH XBRL Taxonomy Extension Schema Document

Exhibit No. (101).CAL XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit No. (101).DEF XBRL Taxonomy Extension Definition Linkbase Document

Exhibit No. (101).LAB XBRL Taxonomy Extension Label Linkbase Document

Exhibit No. (101).PRE XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




KIMBERLY-CLARK CORPORATION
(Registrant)

By:		/s/ Mark A. Buthman
		Mark A. Buthman
		Senior Vice President and
		Chief Financial Officer
		(principal financial officer)

By:		/s/ Michael T. Azbell
		Michael T. Azbell
		Vice President and Controller
		(principal accounting officer)

~~November~~May 4, ~~2011~~2012

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EXHIBIT INDEX




Exhibit No.		Description

(3)a.		Amended and Restated Certificate of Incorporation, dated April 30, 2009, incorporated by reference to Exhibit No. (3)a of the Corporation’s Current Report on Form 8-K dated May 1, 2009.

(3)b.		By-Laws, as amended April 30, 2009, incorporated by reference to Exhibit No. (3)b of the Corporation’s Current Report on Form 8-K dated May 1, 2009.

(4).		Copies of instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission on request.

(10)n.		Form of Award Agreements under 2011 Equity Participation Plan, filed herewith.

(31)a.		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed herewith.

(31)b.		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, filed herewith.

(32)a.		Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished herewith.

(32)b.		Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished herewith.

(101).INS		XBRL Instance Document

(101).SCH		XBRL Taxonomy Extension Schema Document

(101).CAL		XBRL Taxonomy Extension Calculation Linkbase Document

(101).DEF		XBRL Taxonomy Extension Definition Linkbase Document

(101).LAB		XBRL Taxonomy Extension Label Linkbase Document

(101).PRE		XBRL Taxonomy Extension Presentation Linkbase Document

3628



PART I – FINANCIAL INFORMATION	3

Item 1. Financial Statements	3

CONSOLIDATED INCOME STATEMENT	3
~~CONDENSED~~ CONSOLIDATED ~~BALANCE SHEET~~STATEMENT OF COMPREHENSIVE INCOME	4
CONDENSED CONSOLIDATED ~~CASH FLOW STATEMENT~~BALANCE SHEET	5
CONDENSED CONSOLIDATED CASH FLOW STATEMENT ~~OF COMPREHENSIVE INCOME~~	6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2218

Item 4. Controls and Procedures	3224

PART II – OTHER INFORMATION	3325

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3325

Item 6. Exhibits	3426



	Nine Months Ended September 30, 2011
	North America		Australia		Other		Total
	(Millions of dollars)
Incremental depreciation	$	123	$	59	$	10	$	192
Charges for workforce reductions	10		46		3		59
Asset write-offs	8		5		—		13
Other exit costs	1		2		—		3
Total charges	$	142	$	112	$	13	$	267




	Millions of dollars
Accrued expenses - January 1, 2011	$	—
Charges for workforce reductions and other exit costs	62
Cash payments	(34		)
Currency and other	15
Accrued expenses - September 30, 2011	$	43



	Defined Benefit Plans						Other Postretirement Benefit Plans
	Nine Months Ended September 30
(Millions of dollars)	2011			2010			2011		2010

Service cost	$	42		$	41		$	10	$	10
Interest cost	231			231			32		32
Expected return on plan assets	(260		)	(251		)	—		—
Recognized net actuarial loss	70			74			—		—
Other	6			5			2		3
Net periodic benefit cost	$	89		$	100		$	44	$	45



	Income Statement Classifications	(Gain) or Loss Recognized in Income
		2011			2010
Undesignated foreign exchange hedging instruments	Other (income) and expense, net^(a)	$	(7	)	$	(34	)

Fair Value Hedges
Interest rate swap contracts	Interest expense	$	3		$	(16	)
Hedged debt instruments	Interest expense	$	(3	)	$	16
Foreign exchange contracts	Other (income) and expense, net	$	—		$	(1	)



	Balance Sheet Location	September 30 2011		December 31 2010
		(Millions of dollars)
Assets
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	2	$	—
Interest rate contracts	Other assets	11		24
Foreign exchange contracts	Other current assets	19		4
Foreign exchange contracts	Other assets	4		1
Total		36		29
Undesignated derivatives:
Foreign exchange contracts	Other current assets	32		41
Total asset derivatives		$	68	$	70

Liabilities
Derivatives designated as hedging instruments:
Interest rate contracts	Accrued expenses	$	37	$	—
Interest rate contracts	Other liabilities	26		2
Foreign exchange contracts	Accrued expenses	5		16
Foreign exchange contracts	Other liabilities	—		3
Commodity contracts	Accrued expenses	6		7
Commodity contracts	Other liabilities	1		—
Total		75		28
Undesignated derivatives:
Foreign exchange contracts and other	Accrued expenses	88		20
Total liability derivatives		$	163	$	48



	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011
Consumer Tissue	$	81	$	233
K-C Professional & Other	14		34
Total	$	95	$	267



Period (2011)	Total Number of Shares Purchased^(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs^(b)
July 1 to 31	598,000	$	66.91	49,814,411	50,185,589
August 1 to 31	—	—		49,814,411	50,185,589
September 1 to 30	—	$	—	49,814,411	50,185,589
Total	598,000