SecProbe.io

CORRESP
 1
 filename1.htm

 Kimberly-Clark Corporation
 P.O. Box 619100
 Dallas, Texas 75261-9100

 December 12, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549

   Re:

 Kimberly-Clark Corporation

 Registration Statement on Form S-4

 File No. 333-291928

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kimberly-Clark Corporation (the “ Company ”) hereby requests acceleration of the effective date of the above
 referenced Registration Statement to 8:00 a.m., Eastern Time, on December 16, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such
 Registration Statement be declared effective.

 Please contact Rachel W. Sheridan of Kirkland & Ellis LLP at (202) 389-3440 or Shagufa R. Hossain of Kirkland & Ellis LLP at (202) 389-3436 as soon as the Registration Statement has been
 declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 Kimberly-Clark Corporation

 /s/ Grant B. McGee

 Grant B. McGee

 Senior Vice President and General Counsel

 cc:

 Courtney Roane

 Kimberly-Clark Corporation

 Edward J. Lee

 Kim Hicks

 Rachel W. Sheridan

 Shagufa R. Hossain

 Kirkland & Ellis LLP

June 6, 2011
 Via E-Mail

Thomas J. Falk, Chief Executive Officer  Kimberly-Clark Corporation P. O. Box 619100 Dallas, TX 75261-9100

Re: Kimberly-Clark Corporation
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 23, 2011 File No. 001-00225

Dear Mr. Falk:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        / s /  J a m e s  L o p e z  ( f o r )
         John Reynolds
Assistant Director

CORRESP
1
filename1.htm

    kc_seccommentltr.htm

 John W. Wesley

 Vice President and Secretary

May 13, 2011

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and

   Health Care Services

Division of Corporate Finance

Securities and Exchange Commission

One Station Place, Mail Stop 20549-3561

100 F Street, NE

Washington, D.C.  20549

Re:

Response of Kimberly-Clark Corporation to the

Staff's Comment Letter Dated May 2, 2011

File No. 001-00225

Dear Mr. Reynolds:

On behalf of Kimberly-Clark Corporation (the “Company”), I am submitting this letter, together with the enclosed document entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment Letter Dated May 2, 2011” (the “Response”), in response to the comments contained in the letter dated May 2, 2011 from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company.

The Company acknowledges (as requested in your letter of May 2, 2011) that:

(1)

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

(2)

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

(3)

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning this letter or the Response, please contact the undersigned at (972) 281-1385.

Sincerely,

/s/ John W. Wesley

Enclosure

RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED MAY 2, 2011

This document responds to the Staff’s letter dated May 2, 2011 to Kimberly-Clark Corporation (the “Company”), in which the Staff commented on Item 11, Executive Compensation, of the Company’s Form 10-K, filed February 23, 2011, which was incorporated by reference from the Company’s Definitive Proxy Statement, filed March 11, 2011.

For convenience, the Staff's comments are retyped below.

Staff Comments and Company Responses

Form 10-K filed February 23, 2011

Item 11, Executive Compensation, incorporated by reference from Definitive Proxy Statement Filed March 11, 2011

Executive Compensation, page 41

Staff Comment No. 1:

We note the statement on page 49 that the compensation committee determined to exercise its discretion to adjust the EPS performance measure from an actual of $4.45 to the as-adjusted $4.68 to take into account a “[o]ne-time charge related to adoption of highly inflationary accounting in Venezuela.” You also state that the OPROS performance measure was “adjusted for the same item described above in determining adjusted EPS.” Please advise us in quantified terms how the OPROS measure was adjusted and how these combined adjustments resulted in compensation set at “53 percent of target,” as disclosed on page 51. Also, please revise future filings to provide further disclosure of your policies and decisions regarding the adjustment of performance measures, clarify the extent to which the exercise of such discretion applies to all or only specified compensation subject to the relevant performance goals, and clarify the factors considered in decisions to increase or decrease compensation materially. See Item 402(b)(2)(vi), (viii) and (ix) of Regulation S-K. Please provide draft disclosure.

Company’s Response:

As discussed on page 49 of the Company’s 2011 proxy statement, the Management Development and Compensation Committee (the “Committee”) of the Company’s Board of Directors may from time to time adjust the calculation of financial goals to eliminate the effect of items or events the Committee determines in its discretion should be excluded for compensation purposes.

When determining whether an item or event should be excluded from an annual or long-term equity incentive financial measure, under the Committee’s guidelines regarding exceptions for these incentive programs, the Committee considers whether any such exclusion would neutralize the impact of an unexpected or unplanned item or event and provide consistent and equitable annual and long-term equity incentive awards that the Committee believes are reflective of the Company’s performance.  The Committee will consider exclusion of an item or event regardless of whether it positively or negatively impacts the financial goal for the purpose of calculating incentive awards; for example, the Committee has, in the past, excluded items that positively impacted GAAP earnings per share, such as a litigation settlement gain in 2007.

As noted on pages 49 and 50 of the 2011 proxy statement, the Committee adjusted earnings per share (“EPS”) and operating profit return on sales (“OPROS”) for 2010 in connection with the determination of the corporate key financial goals of the Company’s annual cash incentive program.  This adjustment excluded the effect of a one-time charge related to the adoption of highly inflationary accounting in Venezuela.  Because the event leading to this charge occurred in January 2010, the Committee excluded this item when it established the 2010 corporate key financial goals for the Company’s annual cash incentive program.

OPROS for 2010, calculated using GAAP measures, was 14.0%.  Adjusted OPROS for 2010, OPROS for 2009 and the net change between the two amounts are calculated as follows:

(millions)

2010

2009

Net change

(bps)

Operating Profit

              $2,773

              $2,825

Adjustment for:

Add – One-time charge related to adoption of highly inflationary accounting in Venezuela

                       98

Adjusted Operating Profit

              $2,871

Divided by:

Net Sales

            $19,746

            $19,115

OPROS (adjusted in 2010)

                 14.5%

                 14.8%

(30) bps

The Committee applied net sales, adjusted EPS and the net change in adjusted OPROS for 2010 to determine the payout percentage for the key financial goals.  The table from page 51 of the 2011 proxy statement regarding the Committee’s calculation of the key financial goals is set forth below, with additional information regarding the percentage payout included in the last column for reference.

Potential Payout as a Percentage of Target

0%

100%

200%

Actual

Percentage Payout

Net Sales (billions)

                  $18.00

               $20.00

                  $22.00

           $19.75

87%

Adjusted EPS

                    $4.50

                 $4.90

                    $5.30

             $4.68

45%

 0.8 x

                  1.0 x

                     1.2 x

Adjusted OPROS multiplier

   (basis point (bps) improvement)

               (10) bps

40 bps

90 bps

       (30) bps

80%

The net sales and adjusted EPS payout percentage amounts set forth above were determined based on the pro rata amount of the actual results applied to the potential payout ranges.

Based on these amounts, the Committee determined that the payout percentage for the key financial goals was 53 percent of target, as follows:  [(87% payout percentage x 50% weighting) + (45% payout percentage x 50% weighting)] x 80% adjusted OPROS multiplier.

We will revise our disclosure in our 2012 proxy statement to provide further information as to the Committee’s approach regarding adjustment of performance measures.  The information currently set forth on page 49 of the 2011 proxy statement will be enhanced and moved to a separate discussion under “Additional Compensation Information” in our 2012 proxy statement, as follows:

Proposed 2012 Proxy Statement Disclosure Regarding Adjustment of Financial Measures (Page 58 of 2011 Proxy Statement):

Additional Compensation Information

. . .

Adjustment by the Committee of Financial Measures for Annual and Long-Term Equity Incentives.  Financial measures for the annual and long-term equity incentive programs are developed based on our planned activities and assumptions of the performance of our key business drivers for the applicable period.  From time to time, however, unexpected or unplanned discrete items or events not included in these plans and assumptions arise.  These items and events include, for example, accounting and tax law changes, tax credits from items not within the ordinary course of our business operations, restructuring and write-off charges, significant acquisitions or dispositions, and significant gains or losses from litigation settlements.

Under the Committee’s exception guidelines regarding our annual and long-term equity incentive program measures, the Committee has adjusted in the past, and may adjust in the future, the calculation of financial measures for these incentive programs to eliminate the effect of the items or events described above.  In making these adjustments, the Committee’s policy is to seek to neutralize the impact of the unexpected or unplanned items or events, whether positive or negative, in order to provide consistent and equitable incentive payments that the Committee believes are reflective of our performance.  In considering whether to make a particular adjustment under its guidelines, the Committee will review whether the item or event was one for which management was responsible and accountable, treatment of similar items in prior periods, the extent of the item’s or event’s impact on the financial measure, and the item’s or event’s characteristics relative to normal and customary business practices.  Generally, the Committee will apply an adjustment to all compensation that is subject to that financial measure.

. . .

Staff Comment No. 2:

The last two paragraphs on page 55 identify three types of perquisites provided to your named executive officers. It is unclear why your summary compensation table does not quantify and describe each perquisite or other item pursuant to Instructions 3 and 4 of Item 402(c)(2)(9) of Regulation S-K. We note in this regard that the table reports all other compensation for Messrs. Falk and Abernathy in excess of $306 thousand and $430 thousand, respectively. Please provide draft disclosure.

Company’s Response:

As noted on page 55 of the 2011 proxy statement, in 2010 the Company provided executive officers with perquisites that included personal financial planning services, an executive health screening program, permitted personal use of the Company’s corporate aircraft, and an executive security program for the Chief Executive Officer.

On page 64 of the 2011 proxy statement, the amounts in the “All Other Compensation” column of the Summary Compensation Table are delineated by perquisites, defined contribution plan amounts, tax gross-ups and total for each of the named executive officers, in accordance with Instructions 3 and 4 of Item 402(c)(2)(ix).  In addition, in accordance with Instruction 4 of Item 402(c)(2)(ix), if perquisites for the named executive officer in any year included in the Summary Compensation Table exceeded $10,000, these perquisites were identified and quantified in footnote (1) on pages 64 and 65 of the 2011 proxy statement.

The Company respectfully submits to the Staff that these disclosures meet or exceed the requirements of Instructions 3 and 4 of Item 402(c)(2)(ix).  However, to provide greater clarity regarding perquisites received by our named executive officers, we will revise our footnote on perquisites in future proxy statements.  Set forth below is an illustration of our planned future perquisite disclosures.

Proposed 2012 Proxy Statement Disclosure on Perquisites (footnote to the discussion of the All Other Compensation column of the Summary Compensation Table):

(1)

Perquisites.  For a description of the perquisites we provide executive officers, and the reasons why, see “Compensation Discussion and Analysis – Other Compensation.”

Perquisites for the named executive officers in 2011 included the following:

Executive

Financial Counseling Program($)(a)

 Personal Use

 of Corporate Aircraft($)(b)

 Security

 Services($)(c)

Executive Health Screening Program($)

 Total($)

Thomas J. Falk

                          0

            xx,xxx

              xx,xxx

 x,xxx

 xx,xxx

Mark A. Buthman

 x,xxx

 0

 0

 x,xxx

 xx,xxx

Robert E. Abernathy

 x,xxx

 0

 0

 x,xxx

 xx,xxx

Robert W. Black

 x,xxx

 0

 0

 x,xxx

 xx,xxx

Anthony J. Palmer

 x,xxx

 0

 0

 x,xxx

 xx,xxx

_______________

(a)

Our Chief Executive Officer does not receive personal financial counseling under this program.

(b)

Our Chief Executive Officer is expected to use our corporate aircraft for personal travel pursuant to an executive security program established by the Board.  The amount shown for personal use of our aircraft is our incremental cost of operating the aircraft.  The incremental cost of personal travel on our corporate aircraft is based on our variable cost per hour of operating the aircraft multiplied by the number of hours of personal travel.  Items included in calculating this variable cost for 2011 are crew travel costs, crew meals, fuel, catering, supplies, landing and parking fees, and maintenance costs.  Non-variable costs that would have been incurred regardless of whether there was any personal use of the aircraft are excluded.

(c)

Personal security services provided as required by our Chief Executive Officer security program.

May 2, 2011
 Via E-Mail

Thomas J. Falk, Chief Executive Officer  Kimberly-Clark Corporation P. O. Box 619100 Dallas, TX 75261-9100

Re: Kimberly-Clark Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 23, 2011
File No. 001-00225

Dear Mr. Falk:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K filed February 23, 2011

 Item 11, Executive Compensation, incorporated by reference from Definitive Proxy Statement
Filed March 11, 2011
 Executive Compensation, page 41

 1. We note the statement on page 49 that th e compensation committee determined to
exercise its discretion to ad just the EPS performance measure from an actual of $4.45 to
the as-adjusted $4.68 to take into account a “[ o]ne-time charge related to adoption of
highly inflationary accounting in Venezu ela.”  You also state that the OPROS
performance measure was “adjusted for the same item described above in determining adjusted EPS.”  Please advise us in qu antified terms how the OPROS measure was

Thomas J. Falk
Kimberly-Clark Corporation May 2, 2011 Page 2

 adjusted and how these combined adjustments resulted in compensation set at “53 percent
of target,” as disclosed on page 51.  Also, pl ease revise future filings to provide further
disclosure of your policies and decisions regarding the adjust ment of performance
measures, clarify the extent to which the exerci se of such discretion a pplies to all or only
specified compensation subject to the relevant  performance goals, and clarify the factors
considered in decisions to increase or d ecrease compensation materially.  See Item
402(b)(2)(vi), (viii) and (ix) of Regulati on S-K.  Please provide draft disclosure.

2. The last two paragraphs on page 55 identify th ree types of perquisites provided to your
named executive officers.  It is unclear w hy your summary compensation table does not
quantify and describe each perquisite or othe r item pursuant to Instructions 3 and 4 of
Item 402(c)(2)(9) of Regulation S-K.  We note in this regard that the table reports all
other compensation for Messrs. Falk and Ab ernathy in excess of $306 thousand and $430
thousand, respectively.  Please provide draft disclosure.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Edwin S. Ki m at (202) 551-3297 or James Lopez, Branch Chief, at
(202) 551-3536 with any questions.

Sincerely,
         / s /  J a m e s  L o p e z  ( f o r )           John Reynolds
Assistant Director

July 16, 2010  Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation P.O. Box 619100 Dallas, TX 75261

RE:     Kimberly-Clark Corporation
Form 10-K for Fiscal Year Ended December 31, 2009 File No.: 1-00225
 Dear Mr. Falk:    We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
Sincerely,

John Reynolds Assistant Director Office of Beverages, Apparel and
 Health Care Services

CORRESP
1
filename1.htm

    kc-seccommentltr.htm

             John W. Wesley

             Vice President and Secretary

June 14, 2010

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and

   Health Care Services

Division of Corporate Finance

Securities and Exchange Commission

One Station Place, Mail Stop 20549-3561

100 F Street, NE

Washington, D.C.  20549

Re:

Response of Kimberly-Clark Corporation to the

Staff's Comment Letter Dated May 28, 2010

File No. 1-00225

Dear Mr. Reynolds:

On behalf of Kimberly-Clark Corporation (the “Company”), I am submitting this letter, together with the enclosed document entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment Letter Dated May 28, 2010” (the “Response”), in response to the comments contained in the letter dated May 28, 2010 from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company.

The Company acknowledges (as requested in your letter of May 28, 2010) that:

(1)

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

(2)

Staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

(3)

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning this letter or the Response, please contact the undersigned at (972) 281-1385.

Very truly yours,

/s/ John W. Wesley

Enclosure

RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED MAY 28, 2010

This document responds to the Staff’s letter dated May 28, 2010 to Kimberly-Clark Corporation (the “Company”) in which the Staff commented on the Company’s Definitive 14A Proxy Statement, filed March 12, 2010.

For convenience, the Staff's comment is retyped below.

Staff Comments and Company Responses

Form 14A filed March 12, 2010

Staff Comment No. 1:

We note the disclosure at the bottom of page 36 regarding company targets.  You state that, in addition to the EPS and other targets in the table, you “also assessed performance against the other financial and strategic performance goals established at the beginning of 2009.”  For example you appear to have awarded compensation based on consolidated cash provided by operations.  Please revise future filings to disclose how you determine the amount of such compensation, including whether a formula was used similar to the other performance targets.  Also, revise to disclose how decisions regarding the “other” performance targets fit into your overall compensation objectives and affected decisions regarding the other elements, including compensation paid according to the actual results disclosed in the table on page 36.  Please provide a copy of the draft disclosure, with unknown quantified information omitted as appropriate.  To the extent you believe compensation for all “other” performance targets is immaterial, provide an explanation.

Company’s Response:

As discussed in our 2010 proxy statement beginning on page 34, the Company’s annual cash incentive consists of corporate key financial goals, other corporate financial and strategic performance goals, and performance of business unit or staff function.  The corporate key financial goals are weighted 70 percent, and the other corporate financial and strategic performance goals are weighted 30 percent.

When the Management Development and Compensation Committee (the “Committee”) establishes the corporate key financial goals for the year, it sets individual metrics at threshold, target and maximum levels.  As a result, when measuring performance under these corporate key financial goals, the Committee is guided by a formulaic approach that yields a specific payout percentage.  The table on page 36 of the proxy statement reflects the outcome of the Committee’s use of this formulaic assessment of 2009 performance against the 2009 corporate key financial goals.

In contrast, for the other corporate financial and strategic performance goals, the Committee does not set individual metrics at threshold, target and maximum levels.  Instead it establishes various broad objectives for the year to align the incentive program with specific areas of focus of our long-range business strategy, which we refer to as our Global Business Plan.  These objectives are a mixture of financial and non-financial goals.  When measuring performance under the corporate financial and strategic performance goals, the Committee takes a holistic approach and considers all of the goals together when determining the payout percentage for these goals.  While individual goals are reviewed against their respective measures, the key consideration for the Committee is the Committee’s overall viewpoint of the Company’s performance for the year.

We will enhance our disclosure in our 2011 proxy statement to provide more information as to how the Committee determines performance for the other corporate financial and strategic performance goals and how these decisions fit into the overall compensation objectives and decisions regarding the other elements.  The disclosure will also contain information about the other corporate financial and strategic performance goals, to provide additional context to investors.

Set forth below is a mock excerpt from our 2010 proxy statement (using 2009 goals to facilitate the Staff’s comparison to the current disclosure) to illustrate our planned enhanced disclosures.

Proposed 2011 Proxy Statement Disclosure Regarding the Other Corporate and Strategic Performance Goals Component of the Company’s Annual Cash Incentive Program (Page 36 of 2010 Proxy Statement):

·

Other corporate financial and strategic performance goals.  The Committee also established other corporate financial and non-financial strategic performance goals that are intended to challenge our executives and to incentivize them to stretch to exceed our long-term objectives.  These goals, intended to further align compensation with achieving the goals of our Global Business Plan, included:

·

Consolidated cash provided by operations.

·

Consolidated gross margin improvement.

·

Cash generation from competitive improvement initiatives and cost savings programs, cash generation savings cash flow run rate, and working capital improvement from 2008.

·

Margin-enhancing innovation measured by net sales from innovation.

·

Brand equity attribute improvement in key categories and markets.

·

Diversity and inclusion achievements.

The Committee does not use a formula to analyze performance of these goals but instead takes a holistic approach and considers all of the goals together.  While individual goals are reviewed, the key consideration for the Committee is the Committee’s viewpoint of the Company’s performance for the year in all of these categories, taken as a whole. The Committee’s review occurs after the end of the year, and it determines a payout percentage based on its assessment of the degree to which these goals are achieved.

Proposed 2011 Proxy Statement Disclosure Regarding Performance Against Other Corporate and Strategic Performance Goals Component of the Company’s Annual Cash Incentive Program (Pages 36 – 37 of 2010 Proxy Statement):

·

Other corporate financial and strategic performance goals.  The Committee also assessed performance against the other financial and strategic performance goals established at the beginning of 2009.  Regarding these goals, the Committee determined the following:

               Objective

Final Result

· Consolidated cash provided by operations

Significantly exceeded

· Consolidated gross margin improvement

Significantly exceeded

· Cash generation:

Significantly exceeded

· Competitive improvement initiatives and cost savings programs

· Cash generation savings cash flow run rate

· Working capital improvement

· Margin-enhancing innovation

Met

· Brand equity attribute improvement

Met

· Diversity and inclusion achievements

Met

After taking into account performance on all of these goals, the Committee determined that the payout percentage for achieving these other financial and strategic goals should be 150 percent of target.

Mail Stop 20549-3561          May 28, 2010  via U.S. mail and facsimile

 Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation P.O. Box 619100 Dallas, TX 75261

RE:     Kimberly-Clark Corporation
Form 14A filed March 12, 2010  File No.:  1-00225
Dear Mr. Falk:

We have reviewed your filing and have the following comment.  If you disagree,
we will consider your explanation as to why our comment is inapplicable.  Please be as detailed as necessary in your explanation.  We have asked you to provide us with
additional information so we may better understand your disclosure.  Please do so within
the time frame set forth below.  You should comply with the comments in all future filings, as applicable.  Please confirm in writin g that you will do so and also explain to us
how you intend to comply, within the time fram e set forth below.  Please understand that
after our review of your response, we may raise additional comments
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 14A filed March 12, 2010

1. We note the disclosure at the bottom of page 36 regarding company targets.  You
state that, in addition to the EPS and othe r targets in the table, you “also assessed
performance against the other financ ial and strategic performance goals
established at the beginning of 2009.”  For example you appear to have awarded

Thomas J. Falk, Chief Executive Officer
Kimberly-Clark Corporation May 28, 2010 Page 2
compensation based on consolidated cash provided by operations.  Please revise
future filings to disclose how you dete rmined the amount of such compensation,
including whether a formula was used sim ilar to the other perf ormance targets.
Also, revise to disclose how decisions regarding the "other" performance targets
fit into your overall compen sation objectives and affected decisions regarding the
other elements, including compensation paid according to the actual results
disclosed in the table on page 36.  Please provide a copy of the draft disclosure,
with unknown quantified information omitted as appropriate.  To the extent you
believe compensation for all "other" perfor mance targets is immaterial, provide an
explanation.

Closing Comments

  As appropriate, please respond to the co mment within 10 business days or tell us
when you will provide us with a response.  Deta iled letters greatly facilitate our review.
Please understand that we may have additiona l comments after reviewing your response
to our comment.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;  staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and  the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Division of Corporation Finance in our
review of your filings or in respons e to our comments on your filings.

Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation May 28, 2010 Page 3
Please contact Susann Reilly at (202 ) 551-3236 or Jim Lopez at (202) 551-3536
with other questions.
Sincerely,    John Reynolds
       A s s i s t a n t  D i r e c t o r
Office of Beverages, Apparel and  Health Care Services

cc: Thomas J. Falk, Chief Executive Officer
Via facsimile to (972) 281-1212

Mail Stop 3561        April 15, 2009
Thomas J. Faulk Chief Executive Officer Kimberly-Clark Corporation P.O. Box 619100 Dallas, TX 75621
 Re:       Kimberly-Clark Corporation
   Form 10-K for Fiscal Year Ended December 31, 2008
   Filed February 27, 2009
   File No. 001-00225

Dear Mr. Faulk:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
 Sincerely,    Tia Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel, and  Health Care Services

CORRESP
1
filename1.htm

    seccommentltr033109.htm

Mark A.
Buthman

Senior Vice President and

Chief Financial Officer

    April
2, 2009

    Ms. Tia
Jenkins

    Senior
Assistant Chief Accountant

    Office
of Beverages, Apparel, and

       Health
Care Services

    Division
of Corporation Finance

    Securities
and Exchange Commission

    One
Station Place, Mail Stop 3561

    100 F
Street, NE

    Washington,
D.C.  20549

              Re:

              Response
      of Kimberly-Clark Corporation to
the

              Staff's
      Comment Letter Dated March 18, 2009

              File
      No. 001-00225

    Dear
Ms. Jenkins:

    On
behalf of Kimberly-Clark Corporation (the “Corporation”), I am submitting this
letter, together with the enclosed document entitled “Response of Kimberly-Clark
Corporation to the Staff’s Comment Letter Dated March 18, 2009” (the
“Response”), in response to the comments contained in the letter dated March 18,
2009 from the Staff of the Securities and Exchange Commission (the “Commission”)
to the Corporation.

    The
Corporation acknowledges (as requested in your letter of March 18, 2009)
that:

              (1)

              the
      Corporation is responsible for the adequacy and accuracy of the disclosure
      in the filing;

              (2)

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              (3)

              the
      Corporation may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    If you
have any questions concerning this letter or the Response, please contact the
undersigned at (972) 281-1375.

    Very
truly yours,

    /s/ Mark A.
Buthman

    Senior
Vice President and Chief Financial Officer

    Enclosure

      RESPONSE
OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED MARCH 18,
2009

      This
document responds to the Staff’s letter dated March 18, 2009 to Kimberly-Clark
Corporation in which the Staff commented on the Corporation’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed February 27, 2009
(the “Form 10-K”).  In the responses below, references to “We”, “Our”,
“K-C” or the “Corporation” in this letter mean Kimberly-Clark
Corporation.

      We note
that on page 2 of the Staff’s Comment Letter, the Staff requests that we amend
our filing as appropriate.  In view of the Staff’s comments, which only
requested supplemental information, and for the reasons set forth in our
responses, we respectfully submit that no amendment to our prior filing is
necessary.

      For
convenience, the Staff's comments are retyped below.

      Staff Comments and
Corporation Responses

      Form 10-K for the Year Ended
December 31, 2008

      Notes to Consolidated
Financial Statements

      Note
2.  Monetization Financing Entities, page 48

      Staff
Comment No. 1:

      We note
that on June 30, 2008, the maturity dates of the lending arrangements with the
Third Party were extended, which you determined to be a reconsideration
event.  Please provide a detailed discussion of the changes in
characteristics of the lending arrangement that led you to determine this event
as a reconsideration event under paragraph 7 of FIN 46(R).  Tell
us in detail how you analyzed the design of the financing entities using
paragraph five of FSP FIN 46(R)-6 and explain your
assumptions.  Please provide a summary of your analysis that led you
to conclude that you are the primary beneficiary.

      Corporation’s
Response:

      Summary

      The
Corporation holds a significant interest in two financing entities that were
used to monetize long-term notes received from the sale of certain nonstrategic
timberlands and related assets to nonaffiliated buyers.  These
transactions qualified for the installment method of accounting for income tax
purposes and met the criteria for immediate profit recognition for financial
reporting purposes contained in SFAS No. 66, Accounting for Sales of Real
Estate.  These sales involved notes receivable with an
aggregate face value of $617 million.   The notes receivable
are backed by irrevocable standby letters of credit issued by money center
banks, which aggregated $617 million at December 31, 2008.

      Because
the Corporation desired to monetize the $617 million of notes receivable and
continue the deferral of current income taxes on the gains, it transferred the
notes received from the sales to noncontrolled financing entities (the
“Financing Entities”).  In conjunction with the transfer of the notes,
the Financing Entities became obligated for $617 million in third-party lending
arrangements.

            Page 1 of 7

      The underlying economic substance of the
lending arrangements, and resulting basis for our accounting conclusions, can be
summarized as follows.  This summary will provide context for the more
detailed description of the transactions that follows.

      Prior to the June 30, 2008
reconsideration event, we did not consolidate the Financing
Entities.  Upon our adoption of FIN 46(R), Consolidation of
Variable Interest Entities
(“FIN 46(R)”), in 2003, we concluded that the Financing Entities were variable
interest entities, but that we were not the primary beneficiary of
them.  As explained in greater detail below, the primary sources of
variability of the Financing Entities are credit risk (due to the potential for
default of the investments held by the Financing Entities) and interest rate
risk (due to the floating interest rates of the assets and liabilities of the
Financing Entities).  As the Financing Entities were structured with
adequate collateralization, the variability associated with interest rate risk
is substantially greater than the variability associated with credit
risk.  The variability associated with interest rate risk is primarily
absorbed by a Nonaffiliated Financial Institution that provided variable rate
loans to the Financing Entities.  Accordingly, the Nonaffiliated
Financial Institution was determined to be the primary beneficiary upon our
initial adoption of FIN 46(R).

      Because the lending arrangements with the
Nonaffiliated Financial Institution were nearing their maturity, the Corporation
and the Nonaffiliated Financial Institution extended their maturity dates beyond those anticipated at the
inception of the Financing Entities, which increased the Financing Entities’
expected losses.   These June 30, 2008 contractual amendments
resulted in a reconsideration event for the Financing Entities under paragraph 7(c)
of FIN 46(R). 1

      Upon the occurrence of the June 30, 2008
reconsideration event, we were required to reevaluate the design of the
Financing Entities and perform a new primary beneficiary
analysis.  While the basic structure of the Financing Entities
remained unchanged (apart from the extension in maturity dates), the accounting
literature that governs the evaluation of the variability of an entity had
changed since our original consideration of these entities at the time we
adopted FIN 46(R).  Specifically, FSP FIN 46(R)-6, Determining the
Variability to be Considered in Applying FASB Interpretation No.
46(R) (“FSP 46(R)-6”), was
issued in April 2006.  While transition is prospective, the FSP states
that it applies “to all
entities previously required to be analyzed under Interpretation 46(R) when a
reconsideration event has occurred pursuant to paragraph 7 of Interpretation
46(R) beginning the first day of the first reporting period beginning after June 15,
2006.”  Accordingly, we incorporated the provisions of FSP 46(R)-6 in
our primary beneficiary analysis at June 30, 2008.

      Paragraph 12 of FSP 46(R)-6 states that
“Periodic interest
receipts/payments should be excluded from the variability to consider if the
entity was not designed to create and pass along the interest rate risk
associated with such interest receipts/payments to its interest
holders.”  The Financing Entities were designed with a requirement
that all interest rates are variable as

        1 FIN
46 (R) paragraph 7 (c) states,. “An entity that previously was not subject to
this Interpretation shall not become subject to it simply because of losses in
excess of its expected losses that reduce the equity investment. The initial
determination of whether an entity is a variable interest entity shall be
reconsidered if one or more of the following occur:

        (c) The
entity undertakes additional activities or acquires additional assets, beyond
those that were anticipated at the later of the inception of the entity or the
latest reconsideration event, that increase the entity’s expected
losses.”

            Page 2 of 7

      discussed in Note (1)
below.  Accordingly, the Financing Entities were not designed to
create interest rate risk, and we were required to exclude interest rate risk
from the analysis of variability in our June 30, 2008 analysis.  As
discussed above, interest rate risk was previously considered to be the primary
source of variability of the Financing Entities.  The variability
associated with interest rate risk is primarily absorbed by a Nonaffiliated
Financial Institution that provided variable rate loans to the Financing
Entities, and accordingly, the Nonaffiliated Financial Institution was
previously determined to be the primary beneficiary of the Financing
Entities.  In our June 30, 2008 analysis, upon exclusion of interest
rate risk pursuant to the requirements of FSP 46(R)-6, we concluded that the
primary source of variability of the Financing Entities was credit
risk.  Based on the collateralization in the structure, along with the
cash flow waterfall provisions of the various agreements, K-C absorbs a majority
of the credit risk.  This was the primary basis for our conclusion
that we are the primary beneficiary of the Financing Entities upon the
occurrence of the June 30, 2008 reconsideration event.

      Detailed
Description and Analysis

      The June 30, 2008 contractual amendments
resulted in a reconsideration event for the Financing Entities under paragraph 7(c)
of FIN 46(R).  As
a result of these amendments, the maturity dates of the lending
arrangements with the Nonaffiliated Financial Institution were extended beyond those
anticipated at the inception of the Financing Entities.  Extending the term of these lending arrangements
also had the effect of
increasing the Financing Entities’ expected losses because the longer the term, the greater the likelihood of a
default scenario by the issuers of notes held by the Financing Entities as
discussed further below.  Accordingly, under paragraph
7(c) of FIN 46(R), these changes in the characteristics of the lending
arrangements resulted in a reconsideration event.

      In
accordance with paragraph 7 of FSP 46(R)-6, we identified the variability that
the Financing Entities were designed to create and pass along to variable
interest holders.  We used the required “by design” approach that
considered (1) the nature of the risks in the Financing Entities and (2) the
purpose for which the Financing Entities were created to determine the
variability that the Financing Entities were designed to create and pass along
to variable interest holders.  Once we determined the variability that
the Financing Entities were designed to create and pass along to variable
interest holders, we then identified the variable interests that absorbed or
received the variability created by the Financing Entities’ assets, liabilities
or other contracts.

      The
following chart summarizes our analysis of the potential variability in the
Financing Entities:

                Description
      of Interest

                Holder
      of Interest

                Description
      of Potential Risk

                Note

                Class
      II Equity

                (controlling
      voting interest) issued by the Financing Entities

                Nonaffiliated
      Financial Institution

                Designed
      to absorb
      variability associated with the credit risk of K-C and the Third-Party
      Note Issuers

                (i.e.,
      K-C's ability to repay the K-C intercompany notes and preferred stock held
      by the Financing Entities, and the Third-Party Note Issuers’ ability to
      repay their notes held by the Financing Entities).

            Page 3 of 7

                Description
      of Interest

                Holder
      of Interest

                Description
      of Potential Risk

                Note

                Class
      I Equity

                (noncontrolling
      voting interest) issued by the Financing Entities

                K-C

                Designed
      to absorb
      variability associated with the credit risk of K-C and the Third-Party
      Note Issuers

                (i.e.,
      K-C's ability to repay the K-C intercompany notes and preferred stock held
      by the Financing Entities, and the Third-Party Note Issuers’ ability to
      repay their notes held by the Financing Entities).

                Monetization
      Loans

                Nonaffiliated
      Financial Institution

                Designed
      to absorb
      variability associated with the credit risk of the Financing Entities and
      the assets held by the Financing Entities but mitigated by
      collateralization.

                (1)

                Letters
      of Credit Issued by Money Center Banks Backing the

                Third-Party
      Notes

                Financing
      Entities

                Designed
      to absorb
      variability associated with the credit risk of the Third-Party Note
      Issuers.

                (2)

                K-C
      Intercompany Notes and Preferred Stock

                Financing
      Entities

                Designed
      to create
      variability in Financing Entities based on K-C’s ability to pay the
      interest/dividends and principal on the K-C intercompany notes and
      preferred stock (i.e., credit risk).

                (1)

                Third-Party
      Notes

                Financing
      Entities

                Designed
      to create
      variability in the Financing Entities based on the Third-Party Note
      Issuers’ ability to pay the interest and principal on the notes (i.e.,
      credit risk).  See also related Letters of Credit issued by
      Money Center Banks referenced above.

                (1)

      Note (1):  The
variable interest rate risks associated with the Third-Party Notes, K-C
intercompany notes and preferred stock, and the Monetization Loans were excluded
from the variability assessment pursuant to paragraph 12 of FSP 46(R)-6, since
the Financing Entities were not designed to create and pass along the interest
rate risk associated with the interest, dividend receipts and payments
distributed to their interest holders (i.e., the governing documents required
that all interest rates were variable interest rates and that the interest
income received significantly exceeded the interest expense paid with the excess
net interest income being distributed primarily to K-C’s benefit).

      Note (2):  The money
center banks are not considered to
have variable interests in the Financing Entities since if they were required to
pay on the letters of credit, they would use their irrevocable rights to
simultaneously take ownership of the certificates of deposit that serve as
collateral for the letters of credit (i.e., the money center banks’ net cash
position would be unchanged).

            Page 4 of 7

      Under
FIN 46(R), the primary beneficiary of a variable interest entity (“VIE”) is
required to consolidate the VIE.  The primary beneficiary is

Mail Stop 3561        March 18, 2009
Thomas J. Faulk Chief Executive Officer Kimberly-Clark Corporation P.O. Box 619100 Dallas, TX 75621
 Re:       Form 10-K for Fiscal Year Ended
   December 31, 2008
   Filed February 27, 2009    File No. 001-00225

Dear Mr. Faulk:
 We have reviewed your filings  and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or revision is unnecessary.  Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
   Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Year Ended December 31, 2008

Notes to Consolidated Financial Statements

Note 2.  Monetization Financing Entities, page 48
 1. We note that on June 30, 2008, the maturity dates of the lending arrangements
with the Third Party were extended, which you determined to be a reconsideration event.  Please provide a detailed discussion of the changes in characteristics of the lending arrangement that led you to determine this event as a reconsideration event under paragraph 7 of FIN 46(R).  Tell us in detail how you analyzed the

Thomas J. Faulk
Kimberly-Clark Corporation
March 18, 2009 Page 2
design of the financing entities using paragraph five of FSP FIN 46(R)-6 and explain your assumptions.  Please provide a summary of your analysis that led you to conclude that you are the primary beneficiary.

2. We note that notes totaling $603M are included in long-term notes receivable and
monetization loans totaling $614M are included in debt payable within one year
on your balance sheet.  It appears that the maturity dates do not correspond to the classification, please explain.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 ‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Thomas J. Faulk
Kimberly-Clark Corporation March 18, 2009 Page 3
 You may contact William J. Kearns, St aff Accountant, at (202) 551-3727 or
Nasreen Mohammad, Assistant Chief Accountant, at (202) 551-3773 if you have any questions.
Sincerely,    Tia Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel, and Health Care Services

November 30, 2007 Mail Stop 7010
By U.S. Mail and facsimile to (972) 281-1212

Thomas J. Falk Chief Executive Officer Kimberly Clark P. O. Box 619100 Dallas, Texas 75261-9100
 Re: Kimberly Clark Corporation
  Definitive 14A
  Filed March 14, 2007   File No. 1-00225

Dear Mr. Falk:
We have completed our review of your ex ecutive compensation and related disclosure,
and we have no further comments at this time.

Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We ar e not approving any proposed disclosure you may have included in
your response letter[s] or any disclosure you incl ude in your future filings in response to our
comments.

 If you have any further questions regarding our  review of your filing, please call me at
(202) 551-3729.
Sincerely,    Craig Slivka Attorney Advisor

CORRESP
1
filename1.htm

corresp

October 24, 2007

Mr. Craig Slivka

Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

One Station Place, Mail Stop 7010

100 F Street, NE

Washington, D.C. 20549

    Re:

    Response of Kimberly-Clark Corporation to the
Staff’s Comment Letter Dated September 26, 2007
 File No. 1-225

Dear Mr. Slivka:

On behalf of Kimberly-Clark Corporation (the “Company”), I am submitting this letter, together with
the enclosed document entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment
Letter Dated September 26, 2007” (the “Response”), in response to the comments contained in the
letter dated September 26, 2007 from the Staff of the Securities and Exchange Commission (the
“Commission”) to the Company.

The Company acknowledges (as requested in your letter of September 26, 2007) that:

    (1)

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;

    (2)

    Staff comments or changes to disclosure in response to comments do not
foreclose the Commission from taking any action with respect to the filing; and

    (3)

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

If you have any questions concerning this letter or the Response, please contact the undersigned at
(972) 281-1217.

    Very truly yours,

    /s/ Timothy C. Everett

    Vice President and Secretary

Enclosure

    Kimberly-Clark Corporation

    P.O. Box 619100 Dallas, Texas 75261-9100

RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED SEPTEMBER 26, 2007

This document responds to the Staff’s letter dated September 26, 2007 to Kimberly-Clark Corporation
(the “Company”) in which the Staff commented on the Company’s Definitive 14A Proxy Statement, filed
March 14, 2007.

For convenience, the Staff’s comments are retyped below.

Staff Comments and Company Responses

Use of Compensation Consultants, page 5

Staff Comment No. 1:

With respect to the engagement of Mercer Human Resources Consulting and The Delves Group, please
provide the full disclosure required by Item 407(e)(3)(iii) of Regulation S-K. Please disclose the
nature and scope of the consultants’ assignments and the material elements of the instructions or
directions given to the consultants with respect to the performance of their duties under the
engagements.

Company’s Response:

    Mercer Human Resources Consulting, the compensation consultant retained by the Company (the
“Company Consultant”), has provided consulting services to the Company on a wide variety of
Human Resources and compensation matters, both at the officer and non-officer levels. With
respect to executive officer compensation, the Company Consultant provides compensation
survey data for the peer groups identified in the Company’s proxy statement. The survey
data is part of the information that the Company uses in designing compensation programs
and in making executive pay decisions. The Company Consultant also reviews and provides
comments to the Company on proposed executive compensation programs.

    As stated in the 2007 proxy statement (page 5), The Delves Group (the “Independent
Consultant”) was selected by the Management Development and Compensation Committee of the
Board of Directors (the “MDC Committee”) and is a compensation consultant wholly
independent of management. The Independent Consultant has no other business relationships
with the Company and receives no payments from the Company other than fees for its services
to the MDC Committee. The MDC Committee instructed the Independent Consultant to provide
an independent review of the data and recommendations provided by management and the
Company Consultant. The scope of the Independent Consultant’s engagement included:

    1.

    Conducting a review of the competitive market data (including base
salary, annual incentive targets, and long-term incentive targets) for our
Chairman and CEO and his direct reports;

    2.

    Reviewing and commenting on recommendations by management and the
Company Consultant concerning executive pay programs, including program changes
and redesign, special awards, change-in-control provisions, executive contract
provisions, promotions, retirement, etc., as desired by the MDC Committee; and

    3.

    Reviewing and commenting on the MDC Committee Report for the proxy
statement.

    In its 2008 proxy statement, the Company will provide more detailed disclosures regarding
the nature and scope of engagements of, and material instructions given to, the Company
Consultant and the Independent Consultant.

Director Independence, page 6

Staff Comment No. 2:

Please disclose your independence standards.

Company Response:

    The Company included in its 2006 proxy statement an appendix which set forth its director
independence standards. Following the adoption of new Item 407(a)(2) of Regulation S-K,
the Company included in its 2007 proxy statement a reference to the Company’s website where
its independence standards can be found. On page 6 of its 2007 proxy statement, the
Company disclosed that its independence standards are part of its Corporate Governance
Policies and that its Corporate Governance Policies are available in the Investors section
of its website at www.kimberly-clark.com. In the Company’s 2008 proxy statement, the
Company intends to provide enhanced disclosures about where stockholders can find the
Company’s director independence standards on its website.

Compensation Discussion and Analysis, page 29

General

Staff Comment No. 3:

Please refer to Item 402(b) and section II.B. of Release No. 33-8732A and revise to provide
appropriate information required by that Item requirement. For example, it is not clear how each
compensation component and your decisions regarding these elements fit into your overall
compensation objectives and their impact regarding other elements. See Item 402(b)(1)(vi) of
Regulation S-K. Please explain and place in context how each element of compensation was
considered and why determinations with respect to one element may or may not have influenced the
committee’s decisions with respect to other allocated awards. In addition, Item 402(b)(2) of
Regulation S-K sets forth examples of material information that could be appropriate for discussion
in the Compensation Discussion and Analysis. It is unclear from your disclosure what consideration
you have given to several of the illustrative examples contained in this disclosure guideline. We
specifically refer you to the examples set forth in Item 402(b)(2)(vii), and (ix) of Regulation

2

S-K. Please give appropriate consideration to how these topics are applicable to your executive
compensation program.

Company Response:

    In its 2008 proxy statement, the Company will expand its discussion under “Executive
Compensation Objectives and Policies” to provide additional information as to how each
element of the Company’s executive compensation programs, and the MDC Committee’s decisions
regarding these elements, fit into the executive compensation objectives and policies of
the MDC Committee. In addition, the Company will further discuss the extent to which the
amounts paid or awarded under each compensation element affected the decisions made by the
MDC Committee regarding amounts paid or awarded under other compensation elements. The
Company also will include additional disclosures in its 2008 proxy statement regarding how
specific forms of compensation are structured to reflect individual and corporate
performance and the basis for decisions to materially increase or decrease compensation of
the named executive officers.

Staff Comment No. 4:

The Compensation Discussion and Analysis should be sufficiently precise to capture material
differences in compensation policies with respect to individual named executive officers. Refer to
Section II.B.1 of Commission Release No. 33-8732A. We note a disparity between Mr. Falk’s
compensation and that of the other named executive officers. Please disclose how and why Mr.
Falk’s compensation differs from that of the other named executive officers. If policies or
decisions relating to a named executive officer are materially different than the other officers,
please disclose on an individualized basis.

Company Response:

    The Company’s compensation policies are applied in the same manner to all executive
officers, including the Chief Executive Officer. As stated in the Company’s 2007 proxy
statement under the heading “Total Compensation” (page 31), the Company focuses on total
annual compensation which is targeted at or near the median of the peer group comparisons
described in the 2007 proxy statement. The comparison is done on a position by position
basis and takes into account the relative responsibilities of each officer.

    The disparity between the compensation of the Company’s Chief Executive Officer and the
Company’s other named executive officers reflects the significant difference in their
relative responsibilities. Under the Company’s organization structure, Mr. Falk’s
responsibilities for management and oversight of the global enterprise are significantly
higher than those of the other executive officers. As a result, the market pay level for
Mr. Falk is substantially higher than the market pay for other officer positions. As
disclosed in the 2007 proxy statement, Mr. Falk’s compensation is at or near the median of
total compensation for chief executive officers of companies included in the peer group
comparisons with comparable levels of responsibilities.

3

Transactions With Related Persons, page 53

Staff Comment No. 5:

We note that your Code of Conduct governs related person transactions for your employees. Please
disclose the standards to be applied for approval and ratification of related person transactions.
See Item 404(b)(1)(ii) and (iv) of Regulation S-K.

Company Response:

    In its 2008 proxy statement, the Company will more fully describe its related person
transaction standards as well as its process for compliance with these standards.

4

Mail Stop 4561

       June 25, 2007

Thomas J. Falk
Chief Executive Officer
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100

 Re: Form 10-K for Fiscal Year Ended December 31, 2006
 File No. 1-00225

Dear Mr. Falk:

 We have complete our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

       Mark Kronforst
       Accounting Branch Chief

CORRESP
1
filename1.htm

Response Letter to the SEC

 SIDLEY AUSTIN LLP

 ONE SOUTH
DEARBORN

 CHICAGO, IL 60603

 (312) 853 7000

 (312) 853 7036 FAX

 BEIJING

 BRUSSELS

 CHICAGO

 DALLAS

 FRANKFURT

 GENEVA

 HONG
KONG

 LONDON

 LOS ANGELES

 NEW YORK

 SAN FRANCISCO

 SHANGHAI

 SINGAPORE

 SYDNEY

 TOKYO

 WASHINGTON, D.C.

 wcarlson@sidley.com

 (312)853-7734

FOUNDED 1866

 June 14, 2007

 Mr. Mark Kronforst

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE, Room 4561

 Washington, D.C. 20549

Re:
Response of Kimberly-Clark Corporation to the

Staff’s Comment Letter Dated May 31, 2007

File No. 1-225

 Dear Mr. Kronforst:

 On behalf of our client, Kimberly-Clark Corporation, we are submitting this letter, together with the enclosed document entitled “Response of
Kimberly-Clark Corporation to the Staff’s Comment Letter Dated May 31, 2007,” in response to the comments contained in the letter dated May 31, 2007 from the Staff of the Securities and Exchange Commission (the
“Commission”) to the Company.

 On behalf of the Company, we also acknowledge (as you requested in your letter of May 31,
2007) that:

(1)
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

(2)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

(3)
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sidley Austin LLP is a limited liability partnership
practicing in affiliation with other Sidley Austin partnerships

 Mr. Mark Kronforst

 Securities
and Exchange Commission

 June 14, 2007

 Page 2

 If you have any questions concerning this letter or the Response, please contact the undersigned at (312) 853-7734.

Very truly yours,

/s/ Walter C. Carlson

 WCC:dsd

 Enclosure

 RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED MAY 31, 2007

This document responds to the Staff’s letter dated May 31, 2007 (the “Staff’s Comment Letter”) to Kimberly-Clark Corporation in which
the Staff commented on Kimberly-Clark Corporation’s Form 10-K for the fiscal year ended December 31, 2006, filed February 22, 2007 (the “2006 Form 10-K”) and Form 10-Q for the quarter ended March 31,
2007, filed May 9, 2007 (the “2007 Q1 Form 10-Q”). References to “We”, “Us”, “Our”, “K-C” or the “Company” in this letter or the attachments hereto mean Kimberly-Clark
Corporation.

 For convenience, the Staff’s comments are retyped below.

 Staff Comments and Company Responses

 Form 10-K for the Fiscal Year Ended December 31, 2006

 Item 8. Financial Statements and Supplementary Data

 Consolidated Financial Statements

 Consolidated Income Statement, page 37

 Staff Comment No. 1:

 Please explain to us how your
presentation of essentially all of your operating expenses as marketing, research and general expenses complies with Item 5-03 of Regulation S-X.

 Company’s Response:

 We believe the presentation of our Consolidated Income Statement complies with the requirements of Rule 5-03
of Regulation S-X (“Rule 5-03”). The “Marketing, research and general expenses” caption on our Consolidated Income Statement is analogous to Item 4 in Rule 5-03 titled “Selling, general and administrative
expenses”. Our caption “Cost of products sold” is inclusive of all costs of tangible goods sold as described in Item 2 of Rule 5-03. We do not have any “other operating costs and expenses” as described in Item 3 of
Rule 5-03.

 Our Consolidated Income Statement presentation is similar to that of other consumer packaged goods companies.

 In note 18, Supplemental Data, to the financial statements contained in our 2006 Form 10-K, we separately disclose the amounts of advertising expense and
research expense included in “Marketing, research and general expenses.”

 Based on the above and our ongoing review of the expenses included in
our Marketing, research and general expenses caption, we believe that we do not need to display additional captions on the face of our Consolidated Income Statement related to these expenses.

 Consolidated Statement of Stockholders’ Equity, page 39

 Staff Comment No. 2:

 We note that your adjustment to initially apply SFAS 158 is presented as part of comprehensive income for
the year ended December 31, 2006. Please tell us how this complies with paragraph A7 of the standard.

 1

 Company Response:

 When we adopted SFAS 158, we relied on the definition of comprehensive income contained in paragraphs 8 and 9 of SFAS 130, i.e., comprehensive income is defined as “….the change in equity [net assets] of a
business enterprise during the period from transactions and all other events and circumstances from nonowner sources.” Because the SFAS 158 transition adjustment arises from a nonowner source, it is by definition, a component of
comprehensive income. We did not rely on paragraph A7 because it includes the statement that “The table (below) is not intended to illustrate the disclosure requirements of this Statement”. Only recently, have we been made aware that the
FASB staff’s interpretation of paragraph A7 indicates the adjustment should not be included in comprehensive income.

 We evaluated our presentation in
accordance with Staff Accounting Bulletins No. 99, Materiality (SAB Topic 1.M.) and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB
Topic 1.N.) and concluded that this presentation does not quantitatively or qualitatively materially misstate our Consolidated Financial Statements given the transparency in our Consolidated Statement of Stockholders’ Equity of the
components of Other Comprehensive Income and the SFAS 158 transition amount. We believe that our conclusion is supported by the guidance in paragraph 13 of SFAS 130 that states, in part, that “Information about the components of
comprehensive income often may be more important than the total amount of comprehensive income.”

 Earlier today, we filed a Form 8-K to furnish a
recast of Item 8. Financial Statements and Supplementary Data from our 2006 Form 10-K. That recast of Item 8 relates to a change in our reportable segments as discussed in MD&A in our first quarter 2007 Form 10-Q. We recast
the presentation of our reportable segments for all periods reported in our Annual Report on Form 10-K for the year ended December 31, 2006 to conform to the new reporting structure.

 In the above mentioned Form 8-K, we also adjusted the 2006 Consolidated Statement of Stockholders’ Equity to exclude the SFAS 158 transition amount from
comprehensive income to conform to the presentation outlined in paragraph A7. In addition, we modified Note 9, Stockholders’ Equity, so that the display of Accumulated Other Comprehensive Income clarifies the effect of the transition
adjustment. We have included the applicable table from the original version of the Note (as it appeared on page 61) as Attachment A and the modified version of the table as Attachment B. We also intend to disclose the adjustment to
our presentation of the 2006 Consolidated Statement of Stockholders’ Equity in a note in our interim financial statements for the period ending June 30, 2007.

 2

 Form 10-Q for the Period Ended March 31, 2007

 Item 1. Financial Statements

 Notes to the Consolidated Financial Statements

 Note 2. Accounting for Uncertainty in Income Taxes, pages 5-6

 Staff Comment No. 3:

 Tell us what consideration you have given to disclosing the total amounts of interest and penalties recognized
in the statement of operations in the quarter ended March 31, 2007 pursuant to paragraph 21c of FIN 48.

 Company Response:

 In developing our disclosure with respect to paragraph 21c. of FIN 48, we relied on the guidance developed at the September 26, 2006
meeting between the AICPA SEC Regulations Committee and the SEC staff. We understand that the SEC staff indicated that it will not require the disclosures under paragraphs 20 and 21 of FIN 48 be included in interim financial
statements after the date of adoption. However, interim financial statements should present those disclosures as of the date of adoption in the first interim period that includes the date of adoption. The date-of-adoption disclosures should be
included in each set of interim financial statements during the year of adoption until the annual disclosures are required to be included in Form 10-K. The SEC staff also indicated that interim financial statements after the adoption should
disclose any material changes. The table of such requirements, which is an extract from the minutes of the above meeting and is available on the AICPA’s web site, is included as Attachment C to our response.

 Accordingly, the guidance for paragraph 21c. of FIN 48 required registrants to disclose the total amount of accrued interest and penalties as of the date of
adoption. We did consider whether the amount of interest and penalties recognized in the statement of income for the quarter ended March 31, 2007 was sufficiently material to require disclosure. As the amount of interest and penalties
recognized during the first quarter ended March 31, 2007 was de minimis, we concluded that our disclosures were appropriate and in accordance with the September 2006 guidance. We will continue to evaluate for future interim financial statements
for 2007 whether such interest and penalties require disclosure.

 Staff Comment No. 4:

 We note your disclosures regarding the transfer pricing uncertainty and the various other uncertain tax positions related to federal taxes which are being discussed at
the IRS Appeals level in the U.S. Tell us how you have met each of the disclosure requirements of paragraph 21d. of FIN 48 for each significant uncertain tax position.

 Company Response:

 The following table presents the disclosure requirements of paragraph 21d. and our
disclosures contained in Note 2 to our first quarter 2007 Form 10-Q. Supplemental explanatory comments are presented to aid the staff in understanding our reasoning as to why we met the disclosure requirements of paragraph 21d.

 3

 FIN 48 – Para. 21d. Disclosure

 Requirements

 Company’s Disclosure in the fifth paragraph of Note 2 and Supplemental
Explanatory
Comments

For positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date:

 Sentence 1.

 “It is reasonably possible that
a number of uncertainties could be resolved and result in the recognition of tax benefits within the next 12 months.”

(1) The nature of the uncertainty

 Sentence 2.

 “Transfer pricing is the most
significant uncertainty, which may be resolved by entering into a revised advance pricing agreement between the U.S. and the U.K.” (Note: This position was deemed to be material.)

 Sentence 3.

 “Various other uncertain tax positions related to federal taxes are being discussed at the IRS Appeals level in the U.S.” (Note: None of these positions were deemed to be individually material.)

 Sentence 4.

 “Other less significant uncertain tax positions also may be settled of which none are individually significant.” (Note: These items were de minimis.)

(2) The nature of the event that could occur in the next 12 months that would cause the change

 Sentence 2 discusses the event (i.e., entering into a revised advance pricing agreement) that could cause a change in the amount of
unrecognized tax benefits related to the transfer pricing issues.

 Sentence 3
discusses the event (i.e., resolution of the issues at the IRS Appeals level) that could cause a change in the amount of unrecognized tax benefits for these issues.

(3) An estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made

 Sentence 5.

 “Settlement of these matters is
not expected to have a material effect on the Corporation’s financial condition, results of operations or liquidity.” (Note: We believe that by disclosing that settlement of these matters would not have a material effect on the
Corporation’s financial condition, results of operations or liquidity that we met this disclosure requirement because our estimate of the top end of the range of reasonably possible change to the amount of unrecognized tax benefits for these
issues was not material.)

 Based upon the above, we believe that we have met the disclosure requirements for paragraph 21d of FIN 48 in our
first quarter 2007 Form 10-Q.

 4

 Attachment A

 Other Comprehensive Income (Loss)

 The changes in the components of other comprehensive income (loss) are as follows:

Year Ended December 31

2006

2005

2004

 (Millions of dollars)

Pretax
Amount

Tax
Effect

Net
Amount

Pretax
Amount

Tax
Effect

Net
Amount

Pretax
Amount

Tax
Effect

Spin
Off

Net
Amount

 Unrealized translation

$
439.7

$
—

$
439.7

$
(412.6
)

$
—

$
(412.6
)

$
415.8

$
—

$
(60.1
)

$
355.7

 Minimum pension liability

1,386.5

(498.3
)

888.2

(97.7
)

39.1

(58.6
)

(75.6
)

27.8

36.3

(11.5
)

 Unrecognized net actuarial loss and transition amount:

 Pension benefits

(1,446.5
)

508.4

(938.1
)

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Other postretirement benefits

(148.8
)

56.0

(92.8
)

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Unrecognized prior service cost:

 Pension benefits

(52.7
)

19.1

(33.6
)

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Other postretirement benefits

(25.2
)

9.6

(15.6
)

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Deferred (losses) gains on cash flow hedges

(16.4
)

5.7

(10.7
)

40.7

(13.0
)

27.7

(5.8
)

1.8

(.6
)

(4.6
)

 Unrealized holding gains (losses) on securities

.1

—

.1

.1

—

.1

(.2
)

—

—

(.2
)

 Other comprehensive income (loss)

$
 136.7

$
100.5

$
237.2

$
(469.5
)

$
26.1

$
(443.4
)

$
334.2

$
29.6

$
(24.4
)

$
339.4

 n/a – not applicable

 Accumulated balances of other comprehensive income (loss), net of applicable income taxes are as follows:

December 31

 (Millions of dollars)

2006

2005

 Unrealized translation

$
(358.2
)

$
(797.9
)

 Minimum pension liability

n/a

(888.2
)

 Unrecognized net actuarial loss and transition amount

(1,030.9
)

n/a

 Unrecognized prior service cost

(49.2
)

n/a

 Deferred gains on cash flow hedges

6.1

16.8

 Unrealized holding losses on securities

—

(.1
)

 Accumulated other comprehensive income (loss)

$
(1,432.2
)

$
(1,669.4
)

 n/a – not applicable

 Attachment B

 Accumulated Other Comprehensive Income (Loss)

 The changes in the components of accumulated other comprehensive income (loss) are as
follows:

Year Ended December 31

2006

2005

2004

 (Millions of dollars)

Pretax
Amount

Tax
Effect

Net
Amount

Pretax
Amount

Tax
Effect

Net
Amount

Pretax
Amount

Tax
Effect

Spin
Off

Net
Amount

 Unrealized translation

$
 439.7

$
—

$
439.7

$
(412.6
)

$
—

$
(412.6
)

$
415.8

$
—

$
(60.1
)

$
355.7

 Minimum pension liability

331.3

(128.0
)

203.3

(97.7
)

39.1

(58.6
)

(75.6
)

27.8

36.3

(11.5
)

 Deferred (losses) gains on cash flow hedges

(16.4
)

5.7

(10.7
)

40.7

(13.0
)

27.7

(5.8
)

1.8

(.6
)

(4.6
)

 Unrealized holding gains (losses) on securities

.1

—

.1

.1

—

.1

(.2
)

—

—

(.2
)

 Other comprehensive income (loss)

$
 754.7

$
(122.3
)

$
632.4

$
(469.5
)

$
26.1

$
(443.4
)

$
334.2

$
29.6

$
(24.4
)

$
339.4

 Adoption of SFAS 158:

 Reversal of minimum pension liability

1,055.2

(370.3
)

684.9

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Unrecognized net actuarial loss and transition amount:

 Pension benefits

(1,446.5
)

508.4

(938.1
)

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Other postretirement benefits

(148.8
)

56.0

(92.8
)

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 Unrecognized prior service cost:

 Pension be

Mail Stop 4561

       May 31, 2007

Thomas J. Falk
Chief Executive Officer
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100

 Re: Kimberly-Clark Corporation
 Form 10-K for Fiscal Year Ended December 31, 2006
 Filed February 22, 2007
 File No. 1-225

Dear Mr. Falk:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review to the matters addressed in the comments
below.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as deta iled as necessary in explanation.  After
reviewing this information, we may or  may not raise additional comments.

       Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

Item 8. Financial Statements and Supplementary Data

Consolidated Financial Statements

Consolidated Income Statement, page 37

1. Please explain to us how your presentati on of essentially all of your operating
expenses as marketing, research and gene ral expenses complies with Item 5-03 of
Regulation S-X.

Thomas J. Falk
Kimberly-Clark Corporation
May 31, 2007   Page 2

Consolidated Statement of Stockholders’ Equity, page 39

2. We note that your adjustment to initially apply SFAS 158 is presented as part of comprehensive income for the year ende d December 31, 2006.  Please tell us how
this complies with paragraph A7 of the standard.

Form 10-Q for the Period Ended March 31, 2007

Item 1. Financial Statements

Notes to the Consolidated Financial Statements

Note 2. Accounting for Uncertainty  in Income Taxes, pages 5-6
3. Tell us what consideration you have gi ven to disclosing the total amounts of
interest and penalties recognized in the statement of operations in the quarter
ended March 31, 2007 pursuant to paragraph 21c of FIN 48

4. We note your disclosures regarding the transfer pricing uncertainty and the
various other uncertain tax positions re lated to federal ta xes which are being
discussed at the IRS Appeals level in the U.S.  Tell us how you have met each of
the disclosure requirements of paragraph 21d of FIN 48 for each significant uncertain tax position.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing, you may wish to provide us with marked  copies of any amendment to expedite our
review.  Please furnish a cover letter that  keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Thomas J. Falk
Kimberly-Clark Corporation
May 31, 2007   Page 3
 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Marc Thomas at ( 202) 551-3452, or me at (202) 551-3451 if
you have any questions regard ing the above comments.

       S i n c e r e l y ,

       Mark Kronforst
       Accounting Branch Chief

Room 4561
      November 16, 2006

Mr. Thomas J. Falk
Chief Executive Officer
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas  75261-9100

Re: Kimberly-Clark Corporation
 Form 10-K for Fiscal Year  Ended December 31, 2005
 Forms10-Q for the periods ended Ma rch 31, 2006 and Ju ne 30, 2006
 Forms 8-K filed duri ng Fiscal 2006
 File No. 1-225

Dear Mr. Falk:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

Sincerely,

Craig Wilson
Senior Assistant Chief Accountant

Room 4561
      July 20, 2006

Mr. Thomas J. Falk
Chief Executive Officer
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas  75261-9100

Re: Kimberly-Clark Corporation
 Form 10-K for Fiscal Ye ar Ended December 31, 2005
 Filed February 23, 2006
 Form 10-Q for the period ended Ma rch 31, 2006 filed May 5, 2006
 Form 8-K filed during Fiscal 2006
 File No. 1-225

Dear Mr. Falk:

We have reviewed your response letter dated May 22, 2006 and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanati on.  In our comment, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Thomas J. Falk
Kimberly Clark Corp.
July 20, 2006 Page 2

Form 10-Q for the Quarterly Period Ended March 31, 2006

Financial Statements

Notes to Consolidated Financial Statements

Note 3. Competitive Improvements Initiative, page 7
1. We note your response to prior comment number 1 from our letter dated May 10,
2006.  To help us understand your basis for concluding that your cost improvement initiative represents a si ngle plan for financial reporting and
disclosure purposes, provide us with the following:
• Tell us whether the initiative, as auth orized by the your Board of Directors
in July 2005, specifically identified all actions to be taken to complete the
initiative, the activities th at will not be continue d, including the method of
disposition and location of those ac tivities, and the expected date of
completion;
• Tell us whether any additional approval s or authorizations from the Board
of Directors, beyond the July 2005 au thorization, will be  necessary to
complete the initiative; and,
• In view of the length of  the initiative, explain your basis for concluding
that significant changes to th e initiative are not likely.
2. Disclosure included in your Form 8-K dated January 23, 2006 indicates that, on
January 18, 2006, the corporation authori zed two subsequent phase projects
pursuant to the competitive improvement in itiative.  Explain to us how the actions
under the two subsequent phase project re late to the initia tive as originally
authorized in July 2005.  Additionally, explain specifically what actions or
activities were authorized on January 18, 2006.  Also, given that the initiative was
authorized in July 2005, explain why the January 2006 authorizations were
necessary.  Finally, explain how  this apparent need for additional authorizations is
consistent with your conclusion that the initiative represented a single plan.

Form 8-K filed April 24, 2006
3. Your response to prior comment num ber 4 from our letter dated May 10, 2006
describes various reasons why you believe charges incurred in connection with
your competitive improvements to be unusual.  However, Item 10(e)(ii)(B) of regulation S-K indicates that  it is not appropriate to describe an item as unusual

Mr. Thomas J. Falk
Kimberly Clark Corp.
July 20, 2006 Page 3
when the nature of the item is such that it  is reasonably likely to recur within two
years.  While the prohibition identified in 10(e)(ii)(B) of Regulation S-K is not
applicable to furnished information, the guidance with respect to what constitutes an “unusual” item for purposes of non-GAAP presentations appears applicable to
both furnished and filed information.

Based on the description of your initiative contained in various of your filings, it
appears that charges related to asset imp airments, asset write-offs and workforce
reductions will recur in numerous future periods.  In view of this, and given the
guidance of Item 10(e)(ii)(B) of Regulation S-K, it does not appear appropriate to
describe charges related to your initiative as unusual.
4. Your response to prior comment num ber 5 from our letter dated May 10, 2006
suggests that you do not believe  that the guidance in the responses to Questions 8
and 9 of the Staff’s Frequently Aske d Questions Regarding the Use of Non-
GAAP Financial Measures is applicable to  information that is furnished and not
filed.  However, the final sentences under the responses to both Questions 8 and 9
clearly indicate that the guidance ma y apply to furnished information.

As your non-GAAP measures exclude items that  appear to be recurring in nature,
you must meet the burd en of demonstrating the usefulness of the measures.  Such
measures more likely would be permi ssible if you reasonably believe it is
probable that the financial impact of the item will disappear or become immaterial
within a near-term finite period.  In add ition, inclusion of such measures may be
misleading absent the following disclosure:

• The manner in which management uses the non-GAAP measure to
conduct or evaluate its business;

• The economic substance behind management's decision to use such a
measure;

• the material limitations associated with use of the non-GAAP financial
measure as compared to the use of the most directly comparable GAAP financial measure;

• the manner in which management compensates for these limitations when using the non-GAAP financial measure; and

• the substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors.

Mr. Thomas J. Falk
Kimberly Clark Corp.
July 20, 2006 Page 4
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

 You may contact Marc Thomas, Senior Staff Accountant at (202) 551-3452 or me
at (202) 551-3489 if you have questions regarding these comments.

Sincerely,

Brad Skinner
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

SIDLEY AUSTIN LLP

BEIJING

GENEVA

SAN FRANCISCO

ONE SOUTH DEARBORN

BRUSSELS

HONG KONG

SHANGHAI

CHICAGO, IL 60603

CHICAGO

LONDON

SINGAPORE

(312) 853 7000

DALLAS

LOS ANGELES

TOKYO

(312) 853 7036 FAX

FRANKFURT

NEW YORK

WASHINGTON, DC

wcarlson@sidley.com

(312) 853-7734

FOUNDED 1866

 August 4, 2006

 Mr. Brad Skinner

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE, Room 4561

 Washington, D.C. 20549

Re:

Response of Kimberly-Clark Corporation to the

Staff’s Comment Letter Dated July 21, 2006

File No. 1-225

 Dear Mr. Skinner:

 On behalf of our client, Kimberly-Clark Corporation, we are submitting this letter, together with the enclosed document entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment Letter Dated
July 21, 2006,” in response to the comments contained in the letter dated July 21, 2006 from the Staff of the Securities and Exchange Commission to the Company.

 If you have any questions concerning this letter or the Response, please contact the undersigned at (312) 853-7734.

 Very truly yours,

 /s/ Walter C. Carlson

 Walter C. Carlson

 WCC:dsd

 Enclosure

 Sidley Austin
LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

 RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED JULY 21, 2006

 This document responds to the Staff’s letter dated July 21, 2006 (the “Staff’s Comment Letter”) to Kimberly-Clark Corporation in which the
Staff commented further on our Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006, and Form 8-K filed April 24, 2006. References to “we”, “us”, “our”, “K-C” or the
“Company” in this letter mean Kimberly-Clark Corporation.

 We note that on pages 3 and 4 of the Staff’s Comment Letter, the Staff
suggests that we amend our filings as appropriate. We respectfully submit that no amendments to our prior filings are necessary or appropriate.

 For
convenience, the Staff’s comments are retyped below.

 Staff Comments and Company Responses

 Form 10-Q for the Quarterly Period Ended March 31, 2006

 Financial Statements

 Notes to Consolidated Financial Statements

 Note 3. Competitive Improvement Initiatives, page 7

 Staff Comment No. 1

 We note your response to prior comment number 1 from our letter dated May 10, 2006. To help us understand your basis for concluding that your cost improvement
initiative represents a single plan for financial reporting and disclosure purposes, provide us with the following:

•

Tell us whether the initiative, as authorized by the Board of Directors in July 2005, specifically identified all actions to be taken to complete the initiative, the activities that
will not be continued, including the method of disposition and location of those activities, and the expected date of completion;

•

Tell us whether any additional approvals or authorizations from the Board of Directors, beyond the July 2005 authorization, will be necessary to complete the initiative; and

•

In view of the length of the initiative, explain your basis for concluding that significant changes to the initiative are not likely.

 Company’s Response – Comment No. 1

 Background

 In 2004, Kimberly-Clark’s senior management and its Board of Directors began an in-depth review of
the Company’s Global Business Plan (the “GBP”). This review focused on actions the Company would need to take in order to achieve the goals of the GBP in light of changes in market conditions, competitive activity and overall macro
economic factors. The Board fully reviewed the GBP and the proposed actions, including detailed presentations and discussion for a total of more than 20 hours during six meetings from June 2004 through June 2005. Based

 upon the Board’s review and consideration, at its June 2005 meeting, it was agreed that a strategic cost reduction
plan was necessary for the Company to achieve its GBP goals. The Board then delegated to its Executive Committee the authority to authorize and approve a comprehensive strategic cost reduction plan (the “Plan”) once the details of the
Plan, including identification and documentation of specific projects under the Plan, were completed. Under the Board’s delegation, approval of the Plan by the Executive Committee constitutes approval by the Board.

 On July 15, 2005, detailed materials regarding the Plan were sent to the Executive Committee in advance of its July 20, 2005 meeting. Those materials were also
sent to all other Board members. On July 20, 2005, the Board, acting through its Executive Committee, approved the Plan, consisting of 25 projects.

 The Plan is a single, comprehensive and integrated plan that is transformational to the Company and not in the ordinary course of business. When fully implemented, the Plan will materially change both the scope of the Company’s
businesses and the manner in which those businesses are conducted and supported.

 Response to Bullet 1 to the
Staff’s Comment

 The Plan approved by the Board on July 20, 2005, did specifically identify all significant actions to be taken, including:

•

Objectives;

•

Expected cost;

•

Key activities (e.g., close specific plants and transfer equipment to other specific plants);

•

Milestones (e.g., in July 2005, announce plans to close specific plants; in July 2005, begin discussions with workers councils, etc.) and expected completion dates;

•

Headcount impacts;

•

Estimated sales proceeds for land and buildings for each location to be sold;

•

Capital required; and

•

Estimated annual and total cost savings.

 Response to Bullet 2 to the Staff’s Comment

 Implementing an undertaking that will transform our Company requires a high degree of
organization and coordination, strong management controls, and careful execution. Therefore, the Board and management established a detailed and comprehensive authorization process for the implementation and execution of the Plan. The following
summarizes our authorization process for Plan implementation and execution:

•

Approval: On July 20, 2005, the Board approved the Plan.

•

Authorization for Implementation: Each project within the Plan must be endorsed by our Chairman and Chief Executive Officer (“CEO”) and our Senior Vice President
and Chief Financial Officer, as well as other executives of the Company that have the responsibility for its execution. The first 14 projects included in the Plan (the “Initial

 2

 Phase”) were so endorsed in July 2005 and the Board authorized implementing and executing those
projects. With respect to the remaining 11 projects included in the Plan approved on July 20, 2005 (the “Subsequent Phase”), authorization to implement and execute those projects depends on the estimated projects costs: if estimated
costs are less than $25 million, then our CEO may authorize implementing and executing the project; otherwise, implementing and executing the projects requires final authorization from the Board or its Executive Committee. The $25 million threshold
is consistent with the general authority delegated to our CEO for capital expenditure transactions.

 We believe that our implementation and execution
processes and our other controls ensure that project implementation and execution are reviewed by senior management for consistency with the Plan, that costs incurred under the Plan are consistent with actions approved by the Board, and that costs
outside of the scope of an approved project are not included as costs under the Plan.

 For material projects authorized for implementation and execution
after July 20, 2005, we also provide disclosure to our stockholders and others in accordance with Item 2.05 of Form 8-K. Material projects were authorized for implementation and execution by the Executive Committee on January 18,
2006, as disclosed on our Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 23, 2006.

 Response to Bullet 3 to the Staff’s Comment

 Based upon our extensive analysis and planning in developing the
Plan, and our management control processes, we concluded that significant changes to the Plan were not likely. Each of the projects in the Plan was developed following an intensive review of the opportunities and challenges facing our businesses.
Proposed actions were reviewed and committed to by senior management and presented to the Board and the Executive Committee in June and July 2005. As mentioned above, control processes were developed to ensure that project implementation and
execution were reviewed by senior management for consistency with the Plan, that costs incurred under the Plan are consistent with actions previously approved, and that costs outside of the scope of an approved project are not included as costs
under the Plan.

 The following is an outline of these control processes:

•

Detailed instructions were provided to business units on authorization, implementation and close out.

•

Specific accounting and reporting personnel in the Corporate Controller’s office and in each geographic region were designated to review and authorize charges to the Plan.

•

Regular quarterly forecasts are made of progress against the Plan commitments for implementation cost, cost savings and net headcount impacts.

 Plan activities and actual costs incurred since July 2005 have shown that significant changes to the Plan have not occurred, and we do not expect significant changes to
occur in the future.

 3

 Staff Comment No. 2

 Disclosure included in your Form 8-K dated January 23, 2006 indicates that, on January 18, 2006, the corporation authorized two subsequent phase projects pursuant to the competitive improvement initiative. Explain to us how the
actions under the two subsequent phase projects relate to the initiative as originally authorized in July 2005. Additionally, explain specifically what actions or activities were authorized on January 18, 2006. Also, given that the initiative
was authorized in July 2005, explain why the January 2006 authorizations were necessary. Finally, explain how this apparent need for additional authorizations is consistent with your conclusion that the initiative represented a single plan.

 Company Response – Comment No. 2

 As noted
in our response to Staff Comment No. 1 above, the Plan approved by the Board included both Initial Phase and Subsequent Phase projects. All of the projects were identified at the time the Plan was approved in July 2005. The Initial Phase
projects were authorized for implementation and execution in July 2005. The Executive Committee authorized implementing and executing two Subsequent Phase projects at its meeting on January 18, 2006. These projects related to (1) European
selling, general and administrative costs and (2) Latin American family care operations, which are summarized below:

•

The European project, having an expected implementation cost of $53 million, is designed to improve the profitability of the Company’s consumer businesses in Europe by reducing
administrative support functions. The approved implementation actions included workforce reductions and consolidation of headquarters facilities in several countries.

•

The Latin American operations project, having an expected implementation cost of $27 million, will reduce duplicative overhead as well as improve manufacturing and supply chain
efficiencies in our Latin American operations. The approved implementation actions included consolidation of four manufacturing facilities into two sites and disposition of the vacated sites.

 Subsequent Phase projects, although part of the Plan approved by the Board in July 2005, were not included as Initial Phase projects because those projects were, by
their nature, intended to be implemented and executed after implementation of certain of the Initial Phase projects, or required additional development of detailed implementation and execution plans, or both. For example, a Subsequent Phase project
designed to change delivery of administrative support functions for our global businesses could not be implemented prior to implementation of some of the Initial Phase projects and required that management interview potential vendors and negotiate
new contracts before implementing and executing the project. As noted earlier, we view our process for authorizing the implementation and execution of Subsequent Phase projects as an element of strong management controls and essential for assuring
coordinated and careful execution of the Plan. Authorization for implementation of Subsequent Phase projects has been consistent with the Board’s approval of a single, comprehensive strategic cost reduction plan.

 4

 Form 8-K filed April 24, 2006

 Staff Comments No. 3 and No. 4

3.
Your response to prior comment number 4 from our letter dated May 10, 2006 describes various reasons why you believe charges incurred in connection with your competitive
improvements to be unusual. However, Item 10(e)(1)(ii)(B) of regulation S-K indicates that it is not appropriate to describe an item as unusual when the nature of the item is such that it is reasonably likely to recur within two years. While
the prohibition identified in 10(e)(1)(ii)(B) of Regulation S-K is not applicable to furnished information, the guidance with respect to what constitutes an “unusual” item for purposes of non-GAAP presentations appears applicable to both
furnished and filed information.

 Based on the description of your initiative contained in various of your filings, it appears
that charges related to asset impairments, asset write-offs and workforce reductions will recur in numerous future periods. In view of this, and given the guidance of Item 10(e)(1)(ii)(B) of Regulation S-K, it does not appear appropriate to
describe charges related to your initiative as unusual.

4.
Your response to prior comment number 5 from our letter dated May 10, 2006 suggests that you do not believe that the guidance in the responses to Questions 8 and 9 of the
Staff’s Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures is applicable to information that is furnished and not filed. However, the final sentences under the responses to both Questions 8 and 9 clearly indicate that
the guidance may apply to furnished information.

 As your non-GAAP measures exclude items that appear to be recurring in
nature, you must meet the burden of demonstrating the usefulness of the measures. Such measures more likely would be permissible if you reasonably believe it is probable that the financial impact of the item will disappear or become immaterial
within a near-term finite period. In addition, inclusion of such measures may be misleading absent the following disclosure:

•

The manner in which management uses the non-GAAP measure to conduct or evaluate its business;

•

The economic substance behind management’s decision to use such a measure;

•

the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure;

•

the manner in which management compensates for these limitations when using the non-GAAP financial measure; and

•

the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

 5

 Company Response – Comments No. 3 and No. 4

 Background.

 We believe that the
Commission expressly intended that the prohibitions in Item 10(e)(1)(ii)(B) of Regulation S-K would not apply to information furnished on Form 8-K including earnings press releases furnished under Item 2.02 of Form 8-K. This was a
carefully considered response of the Commission to comments that it received on the proposed rule.

 Under the Commission’s proposed rules for non-GAAP
financial measures (Release No. 33-8145), (i) quarterly earnings releases would ha

CORRESP
1
filename1.htm

Correspondence Letter

 SIDLEY AUSTIN LLP

 ONE SOUTH
DEARBORN

 CHICAGO, IL 60603

 (312) 853-7000

 (312) 853-7036 FAX

 BEIJING

 BRUSSELS

 CHICAGO

 DALLAS

 FRANKFURT

GENEVA
HONG KONG
LONDON
LOS
ANGELES
NEW YORK

SAN FRANCISCO
SHANGHAI
SINGAPORE
TOKYO
WASHINGTON, DC

 wcarlson@sidley.com

 (312) 853-7734

FOUNDED 1866

 May 22, 2006

 Mr. Brad Skinner

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE, Room 4561

 Washington, D.C. 20549

Re:
Response of Kimberly-Clark Corporation to the

 Staff’s Comment Letter Dated May 10, 2006

 File No. 1-225

 Dear Mr. Skinner:

 On
behalf of our client, Kimberly-Clark Corporation, we are submitting this letter, together with the enclosed document entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment Letter Dated May 10, 2006,” in response
to the comments contained in the letter dated May 10, 2006 from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company.

 On behalf of the Company, we also acknowledge (as you requested in your letter of May 10, 2006) that:

(1)
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

(2)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

(3)
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions concerning this letter or the Response, please contact the undersigned at (312) 853-7734.

                     Very truly yours,

                     /s/ Walter C.
Carlson

 WCC: dsd

 Enclosure

 Sidley Austin LLP
is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

 RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED MAY 10, 2006

This document responds to the Staff’s letter dated May 10, 2006 (the “Staff’s Comment Letter”) to Kimberly-Clark Corporation in which the
Staff commented on Kimberly-Clark Corporation’s Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006 (the “10-Q”), and Form 8-K filed April 24, 2006 (the “8-K”). References to “We”,
“Us”, “Our”, “K-C” or the “Company” in this letter or the attachments hereto mean Kimberly-Clark Corporation.

 We
note that on page 3 of the Staff’s Comment Letter, the Staff requests that we amend our filings as appropriate. In view of the Staff’s comments, which only requested supplemental information, and for the reasons set forth in our
responses, we respectfully submit that no amendments to our prior filings are necessary. As indicated below, we plan to provide additional disclosure in our future filings as may be appropriate.

 For convenience, the Staff’s comments are retyped below.

 Staff Comments and Company Responses

 Form 10-Q for
the Quarterly Period Ended March 31, 2006

 Financial Statements

 Notes to Consolidated Financial Statements

 Note 3. Competitive Improvement Initiatives, page 7

 Staff Comment No. 1:

 Based on discussion here and elsewhere in your filing, it appears that your competitive
improvement initiatives will consist of various individual plans or actions that will occur over numerous future periods. Explain to us how you have evaluated what actions will represent separate plans for purposes of disclosure under SFAS 146
and SAB Topic 5.P, question 4. Please note that presentation of separate information for each individual plan generally is appropriate.

 Company’s Response:

 For the reasons set forth below, we believe the Competitive Improvement Initiatives represent a single,
comprehensive and integrated plan for improving our competitive position on a world-wide basis.

 The following background information on our Competitive
Improvement Initiatives provides the context within which we evaluated our Strategic Cost Reductions to determine the proper disclosure under applicable rules, including Statement of Financial Accounting Standards No. 146, Accounting for
Costs Associated with Exit or Disposal Activities (“SFAS 146”), and Staff Accounting Bulletin Topic 5.P, Question 4:

 1

 Background

 In 2003, we introduced our Global Business Plan (“GBP”), which sets forth our detailed long-term strategy for growth in net sales and net income through a financially disciplined approach to brand
reinvestment and innovation. The GBP is a high-level plan that identified: 1) our growth businesses; 2) those businesses that needed to be sustained, and 3) those businesses that should be evaluated for possible restructuring or disposal. During
2004 and the first half of 2005, the GBP was reviewed against changes in market dynamics, competitive activity and overall macro-economic factors. Also during this period, our management teams developed comprehensive strategies by which the
objectives of the GBP could be achieved. After careful review by the Company’s senior leaders and our Board of Directors, these strategies were distilled into a single overall strategic plan and presented to our Board of Directors for
authorization.

 On July 20, 2005, our Board of Directors authorized a multi-year comprehensive plan (the “Plan”) to improve our competitive
position by accelerating investments in targeted growth opportunities, streamlining our worldwide manufacturing operations and enhancing the efficiency and cost effectiveness of our administrative operations. We refer to this comprehensive plan as
our “Competitive Improvement Initiatives”. Our Competitive Improvement Initiatives are consistent with the GBP and are designed to deliver cost savings while focusing investment on building and growing those businesses that will yield
improved margins and higher returns on invested capital. A key element of our Competitive Improvement Initiatives is the strategic cost reductions that we anticipate will result from streamlining and restructuring our manufacturing and
administrative operations (the “Strategic Cost Reductions”).

 In the Company’s July 22, 2005 press release, which was furnished to the
Commission in a Form 8-K filed on July 22, 2005, we provided the following background information on our Competitive Improvement Initiatives and the related Strategic Cost Reductions:

 “Competitive Improvement Initiatives

 With the introduction of its Global Business Plan in 2003, the company detailed a long-term strategy for top- and bottom-line growth through a financially disciplined approach to brand reinvestment and innovation. The competitive
improvement initiatives announced today are consistent with that plan and are designed to deliver cost savings while focusing investment on building and growing those businesses that will yield improved margins and higher returns on invested
capital.

 These targeted growth investments are driven by a proactive and determined focus on delivering the best solutions to customers,
shoppers and users in the areas in which Kimberly-Clark is uniquely positioned to achieve the greatest success. Specifically, the company will invest to:

•

strengthen its leadership position in baby and child care, adult care and family care. In particular, investments to support “grow” businesses, such as light-end
incontinence, child care and mid-tier diapers, will be ramped up.

•

accelerate growth in developing and emerging markets by focusing on the high growth BRICIT (Brazil, Russia, India, China, Indonesia and Turkey) countries.

•

build on positions of regional strength in feminine care – the Americas and parts of Asia – while improving returns for the business worldwide.

•

extend the K-C Professional portfolio in higher margin segments such as workplace, safety and do-it-yourself markets.

 2

•

expand core health care products globally and shift the portfolio to higher margin products.

•

boost R&D spending to better identify and leverage customer/shopper/user insights – and then more quickly transform those insights into proprietary technologies and
innovative total solutions that will drive both growth and profitability. The company expects R&D spending to rise to more than $400 million by 2009, an increase of over 50 percent compared to 2004.

•

upgrade customer management skills, tools and processes in order to strengthen customer relationships and collaboration efforts.

 In support of these initiatives and to help improve brand equity and market share, the company plans to reinvest significant funds in strategic marketing,
raising spending levels as a percent of sales by more than 100 basis points from 2004 to 2009.

 These investments go hand in hand with
strategic cost reductions aimed at streamlining manufacturing and administrative operations primarily in North America and Europe, creating an even more competitive platform for growth and margin improvement. The new cost reduction initiatives will
result in cumulative charges of approximately $900 million to $1.1 billion before tax ($625-$775 million after tax) over a three and one-half year period beginning in the third quarter of 2005, and are expected to yield annual pretax savings that
increase to $300-$350 million by 2009. Continuous productivity gains over the last several years along with investments in state-of-the-art manufacturing capacity are enabling the company to consolidate production at fewer facilities.”

 The Company’s Evaluation of Disclosure Pursuant to SFAS 146 and SAB Topic 5.P, Question 4.

 Following the Board’s authorization of the Plan, we reviewed the appropriate accounting literature and disclosure rules with respect to the Plan. Specifically, we
have reviewed question 4 to Staff Accounting Bulletin Topic 5.P and SFAS 146. In our opinion, except for footnote 1 to SFAS 146, neither document clearly articulates what actions would distinguish a restructuring covered under a single plan from one
that involves multiple plans. However, based on the guidance in footnote 1 to SFAS 146, our evaluation is that we have a single, comprehensive and integrated plan. Footnote 1 in SFAS 146 provides the following: “For purposes of this Statement,
an exit activity includes but is not limited to a restructuring as that term is defined in IAS 37, Provisions, Contingent Liabilities and Contingent Assets. Paragraph 10 of IAS 37 defines a restructuring as ‘a programme that is planned
and controlled by management, and materially changes either: (a) the scope of a business undertaken by an enterprise; or (b) the manner in which that business is conducted.’ A restructuring covered by IAS 37 (paragraph 70)
includes the sale or termination of a line of business, the closure of business activities in a particular location, the relocation of business activities from one location to another, changes in management structure, and a fundamental
reorganization that affects the nature and focus of operations.” (Emphasis added). The Competitive Improvement Initiatives and the related Strategic Cost Reductions will materially change both the scope of Kimberly-Clark’s
businesses and the manner in which those businesses are conducted. The relationship of the actions within the Strategic Cost Reductions affecting our manufacturing footprint, delivery of functional administrative support to the businesses (such as
information technology, engineering and design functions, and finance and accounting) and ultimate design of our worldwide organization are inter-woven in a fashion that makes them a completely integrated plan.

 Accordingly, we concluded that the Competitive Improvement Initiatives, or the Plan, is a single comprehensive plan, and our disclosure has been based on that
conclusion. We have disclosed in our Form 10-Q all of the information required by paragraph 20 of SFAS 146 for the Plan.

 3

 A number of the Strategic Cost Reductions involve improving our manufacturing footprint to permit delivery of our
products to customers in the most cost-effective manner. This entails closing or streamlining certain manufacturing facilities and expanding others. These various actions are interrelated in our overall plan to optimize our manufacturing footprint.

 When undertaking such a far reaching and comprehensive restructuring initiative, it is necessary that action steps of the initiative be planned and
executed in a systematic and orderly manner in order not to disrupt our business operations and service to our customers. For example, we are relocating certain operations from the United States to Mexico to improve our manufacturing footprint. This
requires movement of machinery and equipment to and the training of employees at the new location. However, in order to continue to serve our customers during the approximate two-year transition period, it is necessary to continue production at the
old locations. Consequently, not all machinery can be moved at the same time. This is why the costs of the relocation activity, in this example, which began in 2005, will be reported each quarter until the end of the transition period, which is
currently estimated to be late 2007.

 All of the charges that are being disclosed as the Strategic Cost Reductions are within the scope of the Plan as
authorized by our Board of Directors in July 2005. Management reviews the charges to ensure that they do not include ordinary, operational expenses of the business. For the reasons stated above, we have a single, comprehensive and integrated plan
and our disclosures have provided specific information to our investors as to the scope and magnitude of the Strategic Cost Reductions in our Plan. In addition to disclosing the costs of the Strategic Cost Reductions in the notes to our
financial statements in the Form 10-Q and our discussion in MD&A, we have presented the total Strategic Cost Reduction charges incurred in the reporting period as they relate to our business segments. See the footnote to our business
segment data in Note 10. We have done this to comply with SFAS 146 disclosure requirements, even though we do not include these charges in our business segment results since they are corporate decisions.

 We have read question 4 of Staff Accounting Bulletin Topic 5.P and have concentrated our attention on the first paragraph of the Interpretive Response. Accordingly, our
disclosure in Note 3 to financial statements contained in the Form 10-Q is dedicated solely to the Strategic Cost Reductions related to our Competitive Improvement Initiatives. Furthermore, in the last paragraph of Note 3, we have disclosed which
line items on our income statement contain these charges and the amounts charged to such line items for the period ended March 31, 2006. Our MD&A also contains a robust disclosure of the nature and amount of these charges, including our
expectations as to the total costs of the Plan and the expected cost savings resulting from execution of the Plan.

 In view of the Staff’s comment,
however, we have reviewed our Strategic Cost Reductions to determine what, if any, additional disclosures might provide meaningful information to our investors. Accordingly, we plan to provide additional disclosure of the Strategic Cost Reduction
charges on a geographic basis (i.e., North America, Europe and Other) in future filings with the Commission. For example, we plan to display the major types of costs incurred each period by geographic area, e.g., costs of workforce reductions,
additional depreciation and amortization charges, and asset write-offs. Please see the last two tables in our proposed draft of Note 3 for the second quarter 2006 Form 10-Q, attached as Appendix A, for an example of this additional proposed
disclosure. We plan to present such information for each quarter and on a year-to-date basis in our Form 10-Q and for the year in our Form 10-K.

 4

 Form 8-K filed April 24, 2006

 Staff Commen

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 04-05

						August 19, 2005

via facsimile and U.S. mail

Mr. Randy J. Vest
Vice President and Controller
Kimberly-Clark Corporation
P. O. Box 619100
Dallas, Texas

	Re:	Kimberly-Clark Corporation
		Form 10-K for the year ended December 31, 2004
		Filed February 24, 2005

      Response letter dated June 7, 2005
		File No. 001-00225

Dear Mr. Vest:

      We have reviewed your response letter dated June 7, 2005 and
have the following accounting comments.  Please address both of
your
synthetic fuel partnerships in response to our comments.  Our
review
has been limited to your financial statements and the related
disclosures in Management`s Discussion and Analysis.  Please
provide
a written response to our comments.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form 10-K filed on February 24, 2005

Financial Statements and Supplementary Data, page 41

Notes to Consolidated Financial Statements, page 45

Note 13. Synthetic Fuel Partnership, page 67

1. Tell us how you calculated the Total Project Present Values
presented in Exhibits A and B.  Specifically, address the
following:

* Detail for us the assumptions regarding production volume, sales
price of the synthetic fuel produced, revenue inflation and cost
inflation associated with the base outcomes used for your Monte
Carlo
analyses.

* Detail for us the same assumptions associated with the expected
average outcomes from your Monte Carlo analyses.

* Provide us the details of how revenues, production costs, other
operating costs, operating losses, Section 29 tax credits and tax
benefits of operating losses are allocated among the partners to
arrive at the probability weighted present value of cash flows and
the expected losses and / or expected residual returns.  Provide
us
an example of such an allocation for the average probability
weighted
present value values of cash flows you have presented in Exhibits
A
and B.

* Clarify how you addressed the scheduled expiration of the
Section
29 tax credits in your assumptions.

2. Tell us the total amount of revenues, production costs,
operating
losses and tax credits and the corresponding amounts of operating
losses and tax credits allocated to each ownership interest for
both
of your synthetic fuel partnerships for the years ended 2003 and
2004.  Quantify for us any payments made directly to the
owner/manager outside of the partnership agreements in each of
these
years.

3. We note in footnote 3 of your response you indicate that in
late
2004 you refined the method used to perform the cash flow analysis
of
one of your synthetic fuel partnerships concluding that payments
made
to the owner/manager outside of the operation of the partnership
entity should be included in the cash flow analysis.  Tell us the
following regarding these payments:

* Tell us what these payments represented.

* Tell us if these additional payments impacted the allocation of
operating losses and tax credits for the partnership, and if so,
explain to us how the allocation changed.

* Confirm for us that you are not required to make similar
payments
to the owner/manager of Partnership 2.

4. Tell us if any guarantees or other agreements exist outside of
the
partnership agreements.  If so, please provide us with the
details.

5. You indicate that your expected share of losses and expected
residual returns is less than your ownership due to contractual
provisions which limit your share of production costs to a fixed
dollar amount per dollar of tax credit generated.  Tell us if your
fixed share of production costs is subject to any conditions and
whether a change in any condition(s) would cause an adjustment to
the
fixed amount.

6. You indicate that the amounts of cash funding for your
partnerships represented your share of the operating losses of
these
entities.  Confirm for us that you did not provide any
consideration
for your minority interests in both these partnerships.

7. Tell us if any of the other investors or the manager of the two
synthetic fuel partnerships is a related party as that term is
defined in SFAS 57 and whether certain other parties are acting as
de
facto agents or de facto principals as defined in paragraph 16 of
FIN
46(R).

Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may wish to
provide us with marked copies of amendments to expedite our
review.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      You may contact William Choi at (202) 551-3716 or Jill Davis
at
(202) 551-3683 if you have questions regarding comments on the
financial statements and related matters.  Direct any other
questions
to the undersigned at (202) 551-3740.  Direct all correspondence
to
the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

Randy J. Vest
Kimberly-Clark Corporation
August 19, 2005
page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Letter of Correspondence

 SIDLEY AUSTIN BROWN & WOOD
LLP

 BEIJING

 BRUSSELS

 CHICAGO

 DALLAS

 GENEVA

 HONG KONG

 LONDON

 BANK ONE PLAZA

 10 S. DEARBORN STREET

 CHICAGO,
ILLINOIS 60603

 TELEPHONE 312 853 7000

 FACSIMILE 312 853 7036

 www.sidley.com

 FOUNDED 1866

 LOS ANGELES

 NEW YORK

 SAN FRANCISCO

 SHANGHAI

 SINGAPORE

 TOKYO

 WASHINGTON, D.C.

 WRITER’S DIRECT NUMBER

 (312) 853-7734

 WRITER’S E-MAIL ADDRESS

 wcarlson@sidley.com

 September 2, 2005

 Mr. H. Roger Schwall

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

Washington, D.C. 20549-0405

 Re:

 Response of Kimberly-Clark Corporation to the

 Staff’s Comment Letter Dated August 19, 2005

 File No. 001-00225

 Dear Mr. Schwall:

 On behalf of our client, Kimberly-Clark Corporation, we are submitting this
letter, together with the enclosed document entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment Letter Dated August 19, 2005,” in response to the comments contained in the letter dated August 19, 2005 from the
Staff of the Securities and Exchange Commission to the Company.

 If you have any questions concerning this letter, please contact the undersigned at (312) 853-7734.

 Very truly yours,

 /s/ Walter C. Carlson

 Walter C. Carlson

 WCC:dsd

 Enclosure

 SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP

 PRACTICING IN AFFILIATION
WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS

 RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED AUGUST 19, 2005

 This document responds to the Staff’s letter dated August 19, 2005 (the
“Staff’s Comment Letter”) to Kimberly-Clark Corporation in which the Staff sought additional information on Kimberly-Clark Corporation’s Form 10-K for the year ended December 31, 2004. References to “We”,
“Us”, “Our”, “K-C”, “Kimberly-Clark” or the “Company” in this document or the attachments hereto mean Kimberly-Clark Corporation and all subsidiaries in which it has a controlling financial interest.
For convenience, the Staff’s comments are retyped in this document.

 We
believe the following overview of the operation and related financial accounting and reporting for each synthetic fuel partnership will provide a context whereby the Staff can better understand each of our responses.

 Overview - Partnership 1

 In April 2003, we executed a series of related agreements (“Partnership 1
Agreements”) to obtain a 49.5 percent interest in an existing synthetic fuel partnership (“Partnership 1”) from the owner-operator of Partnership 1. Partnership 1 is a relatively small entity with total assets at December 31, 2004 of
approximately $35 million, which equals 0.2 percent of K-C’s total assets. Pursuant to these initial Partnership 1 Agreements, we were to be allocated 49.5 percent of the total Section 29 synthetic fuel income tax credits (“Credits”)
generated by Partnership 1, and we would pay $1.10 for each $1.00 of Credit that was allocated to us by Partnership 1. In the latter part of 2003, the owner-operator of Partnership 1 approached us and negotiations between the parties resulted in
amendments to the Partnership 1 Agreements such that our allocation of operating losses and Credits was increased in the early years and returned to 49.5 percent in later years. Throughout the term of the Partnership 1 Agreements we have paid and
will continue to pay a total of $1.10 for each Credit allocated to us. Most importantly, in accordance with paragraph 15 of FIN 46R, when the Partnership 1 Agreements were amended, we conducted an analysis which confirmed that at no time were we the
primary beneficiary of Partnership 1.

 Our obligation to make payments pursuant
to the Partnership 1 Agreements is based on the amount of Credits allocated to us from the production of synthetic fuel. The production of synthetic fuel results in operating losses in which we share. Our total obligation, however, is fixed at $1.10
per Credit allocated to us. For example, if operating losses exceed $1.10 per Credit allocated to us, under the terms of the Partnership 1 Agreements, the owner-operator cannot recover any part of the additional operating losses from Kimberly-Clark.

 The total dollar amount of Credits available to be allocated varies based upon
the production levels of Partnership 1. If production levels increase, we would be allocated additional Credits, and if production levels decline, we would be allocated fewer Credits. In any event, Kimberly-Clark’s cost is fixed at $1.10 per
Credit, to the extent that we receive Credits.

 The Partnership 1 Agreements
require that we make cash payments to Partnership 1 to fund our proportionate share of the operating losses of the partnership subject to the

 Page 1 of 7

 previously mentioned maximum of $1.10 per Credit allocated to us. In the event that our proportionate share of the
operating losses of Partnership 1 is less than $1.10 per Credit allocated to us, the Partnership 1 Agreements require that we pay this shortfall directly to the owner-operator (as opposed to making additional payments to Partnership 1). Our combined
obligation on a monthly basis equals $1.10 per Credit allocated to us, although payments made by us to Partnership 1 for operating losses vary based upon production levels and changes in operating losses.

 We recognize as current period expenses all of the cash payments that we are obligated to
make to Partnership 1 and directly to the owner-operator at the time our obligation arises. At that time, we also record the benefit of the Credits generated by the sale of synthetic fuel and the income tax benefits of our cash payments.

 Pursuant to the Partnership 1 Agreements, we can, with six months notice, effectively
terminate our obligations to the partnership. In addition, in the case of certain adverse events such as a change in the tax law, the partnership can be dissolved with 14 days prior notice without further obligation.

 Overview - Partnership 2

 In October 2004, we executed a series of related agreements (“Partnership 2
Agreements”) to obtain a 49 percent interest in an existing synthetic fuel partnership (“Partnership 2”) from the owner-operator of Partnership 2. Partnership 2 is a relatively small entity with total assets at December 31, 2004 of
approximately $46 million, which equals 0.3 percent of K-C’s total assets. The Partnership 2 Agreements provide that we are allocated 49 percent of the Credits generated by Partnership 2 and we are obligated to pay $0.99 for each $1.00 of
Credits allocated to us by Partnership 2.

 Our obligation to make payments
pursuant to the Partnership 2 Agreements is based on the amount of Credits allocated to us under the Partnership 2 Agreements. The production of synthetic fuel results in operating losses in which we share. Our total obligation, however, is fixed at
$0.99 per Credit allocated to us. For example, if operating losses exceed $0.99 per Credit allocated to us, the owner-operator cannot recover any part of the additional operating losses from Kimberly-Clark.

 The total dollar amount of Credits available to be allocated varies based upon the production
levels of Partnership 2. If production levels increase, we would be allocated additional Credits, and if production levels decline, we would be allocated fewer Credits. In any event, Kimberly-Clark’s cost is fixed at $0.99 per Credit, to the
extent that we receive Credits.

 The Partnership 2 Agreements require that we
make cash payments to Partnership 2 to fund our proportionate share of the operating losses of the partnership subject to the previously mentioned maximum of $0.99 per Credit allocated to us. In the event that our proportionate share of the
operating losses of Partnership 2 is less than $0.99 per Credit allocated to us, the Partnership 2 Agreements require us to pay this shortfall directly to the owner-operator (as opposed to making additional payments to Partnership 2). Our combined
obligation on a quarterly basis equals $0.99 per Credit allocated to us, although payments made by us to Partnership 2 for operating losses vary based upon production levels and changes in operating losses.

 Page 2 of 7

 We recognize as current period expenses all of the cash payments we are obligated to make to Partnership 2 and directly
to the owner-operator at the time our obligation arises. At that time, we also record the benefit of the Credits generated by the sale of synthetic fuel and the income tax benefits of those cash payments.

 Pursuant to the Partnership 2 agreement, we can, with six months prior notice, exit the
partnership with no further obligation to make any payments provided that our continuing participation in Partnership 2 would have a “material adverse effect” on Kimberly-Clark. In addition, in the case of adverse events such as a change
in the tax law, we can exit the partnership immediately without further obligation.

 In summary, the only substantive differences between Partnership 1 and Partnership 2 are the total consideration that we pay to each partnership and directly to the owner-operator ($1.10 per Credit in Partnership 1 and $0.99 per Credit in
Partnership 2) and the conditions under which we can terminate our participation.

 Financial Statements and Supplementary Data, page 41

 Notes to Consolidated Financial Statements, page 45

 Note 13, Synthetic Fuel Partnership, page 67

 Staff Comment:

1.
Tell us how you calculated the Total Project Present Values presented in Exhibits A and B. Specifically, address the following:

•

Detail for us the assumptions regarding production volume, sales price of the synthetic fuel produced, revenue inflation and cost inflation associated with the base outcomes used
for your Monte Carlo analyses.

•

Detail for us the same assumptions associated with the expected average outcomes from your Monte Carlo analyses.

•

Provide us the details of how revenues, production costs, other operating costs, operating losses, Section 29 tax credits and tax benefits of operating losses are allocated among
the partners to arrive at the probability weighted present value of cash flows and the expected losses and/or expected residual returns. Provide us an example of such an allocation for the average probability weighted present value values of cash
flows you have presented in Exhibits A and B.

•

Clarify how you addressed the scheduled expirations of the Section 29 tax credits in your assumptions.

 Company Response:

 Total project present values displayed on Attachments A and B in our June 7, 2005 response were based on the following eight cash flow inputs to the Monte Carlo model:

1.
Operating losses of each partnership were determined based on estimated production volumes, selling prices and production costs including selling, general

 Page 3 of 7

 and administrative costs. Prices and costs were inflated based on the inflation assumptions below.
Operating losses were aggregated over the term of the agreements.

2.
The funding of operating losses was allocated to each participant based on the Partnership 1 and 2 Agreements.

3.
The income tax benefits of the operating losses within each partnership were calculated and allocated to each participant based on the funding of the operating losses determined in
Step 2.

4.
Total tax Credits were calculated based on the estimated production volume and allocated to each participant based on the Partnership 1 and 2 Agreements.

5.
The additional payments required to be made directly to the owner-operator by K-C were based on the operating loss per Credit allocated to K-C compared with the fixed price per
Credit of $1.10 for Partnership 1 and $0.99 for Partnership 2. These additional payments together with related tax effects were allocated from K-C to the owner-operator.

6.
The additional payments required to be made directly to the owner-operator by the unrelated investor in each partnership were estimated and allocated from such investor and to the
owner-operator, together with related tax effects.

7.
Management fees for the owner-operator of each partnership were estimated and allocated to them.

8.
The income tax effects for the owner-operator were estimated and allocated to them.

 Each of the above cash flows were estimated by quarter and discounted back to their present value based on the yield curve
for U.S. Treasury instruments.

Base Case
Assumptions

 Probability-Weighted

 Average Outcomes

 Partnership 1

 Quarterly estimated production volume

1.5 million tons

1.4 million tons

 Sales price per ton

$
 30.24

$
30.22

 Total cost per ton

$
45.00

$
45.43

 Annual revenue and cost inflation rates

1.5
%

1.5
%

 Partnership 2

 Quarterly estimated production volume

1.17 million tons

1.1 million tons

 Sales price per ton

$
30.24

$
30.20

 Total cost per ton

$
45.74

$
45.73

 Annual revenue and cost inflation rates

1.6
%

1.5
%

•

See Attachment A and B for examples of the allocation of cash flows to the participants in Partnership 1 and Partnership 2. The examples presented conform to Lines 4990 of Exhibits
A and B to our June 7, 2005 response.

 Page 4 of 7

•

Prior to December 31, 2007, we included all Credits generated from the production of synthetic fuel in our FIN 46R cash flow analysis. Section 29 synthetic fuel income tax credit
expires on December 31, 2007 and our cash flow analysis for each partnership ended on that date.

 Staff Comment:

2.
Tell us the total amount of revenues, production costs, operating losses and tax credits and the corresponding amounts of operating losses and tax credits allocated to each
ownership interest for both of your synthetic fuel partnerships for the years ended 2003 and 2004. Quantify for us any payments made directly to the owner/manager outside of the partnership agreements in each of these years.

 Company Response:

 See Attachment C for payments made to the owner-operators pursuant to the
Partnership 1 Agreements and Partnership 2 Agreements. We did not enter into Partnership 2 until 2004, so we have presented no data for 2003. Pursuant to the Partnership 1 Agreements, the operating losses and Credits allocated to us in Partnership 1
were increased in 2003 and 2004 and returned to 49.5 percent in later years. There were no other payments made to the owner-operators outside the Partnership 1 Agreements and Partnership 2 Agreements.

 Staff Comment:

3.
We note in footnote 3 of your response you indicate that in late 2004 you refined the method used to perform the cash flow analysis of one of your synthetic fuel partnerships
concluding that payments made to the owner/manager outside of the operation of the partnership entity should be included in the cash flow analysis. Tell us the following regarding these payments:

•

Tell us what these payments represented.

•

Tell us if these additional payments impacted the allocation of operating losses and tax credits for the partnership, and if so, explain to us how the allocation changed.

•

Confirm for us that you are not required to make similar payments to the owner/manager of Partnership 2.

 Company Response:

 We refined our method used to perform the cash flow analysis of Partnership 1 and, in addition to payments made to Partnership 1, we included payments
made directly to the owner-operator as required by the Partnership 1 Agreements. No refinement of the cash flow analysis was required for Partnership 2, as all payments made to Partnership 2 and to the owner-operator were included in the initial
analysis.

 Page 5 of 7

•

In the event that the operating losses per dollar of Credit allocated to us are less than our fixed dollar limitation of $1.10 and $0.99 for Partnership 1 and Partnership 2,
respectively, the Partnership 1 and 2 Agreements require that we pay any shortfall directly to the owner-operators (as opposed to making additional payments to the partnerships).

•

CORRESP
1
filename1.htm

Correspondence Letter

 SIDLEY
AUSTIN BROWN & WOOD LLP

 BEIJING

 BRUSSELS

 CHICAGO

 DALLAS

 GENEVA

 HONG KONG

 LONDON

 BANK ONE PLAZA

 10 S. DEARBORN STREET

 CHICAGO,
ILLINOIS 60603

 TELEPHONE 312 853 7000

 FACSIMILE 312 853 7036

 www.sidley.com

 FOUNDED 1866

 LOS ANGELES

 NEW YORK

 SAN FRANCISCO

 SHANGHAI

SINGAPORE

 TOKYO

 WASHINGTON, D.C.

 WRITER’S DIRECT
NUMBER

 (312) 853-7734

 WRITER’S E-MAIL ADDRESS

 wcarlson@sidley.com

 June 7, 2005

 Mr. H. Roger Schwall

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Washington, D.C. 20549-0405

Re:
Response of Kimberly-Clark Corporation to the

 Staff’s Comment Letter Dated May 24, 2005

 File No. 001-00225

 Dear Mr. Schwall:

 On behalf of our client, Kimberly-Clark Corporation, we are submitting this letter, together with the enclosed document
entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment Letter Dated May 24, 2005,” in response to the comments contained in the letter dated May 24, 2005 from the Staff of the Securities and Exchange Commission (the
“Commission”) to the Company.

 On behalf of the
Company, we also acknowledge (as you requested in your letter of May 24, 2005) that:

1)
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

(2)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

(3)
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS
LIMITED LIABILITY PARTNERSHIP

 PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS

SIDLEY AUSTIN BROWN & WOOD LLP

CHICAGO

 Mr. H. Roger Schwall

 Securities and Exchange Commission

 June 7, 2005

 Page 2

 If you have any questions concerning this letter, please contact the undersigned at (312) 853-7734.

 Very truly yours,

 /s/ Walter C. Carlson

 WCC:dsd

 Enclosure

 June 7, 2005

 Page 1 of 3

 RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER
DATED MAY 24, 2005

 This document responds to the Staff’s letter
dated May 24, 2005 (the “Staff’s Comment Letter”) to Kimberly-Clark Corporation in which the Staff commented on Kimberly-Clark Corporation’s Form 10-K for the year ended December 31, 2004 (the “10-K”). References to
“We”, “Us”, “Our”, “K-C” or the “Company” in this letter or the attachments hereto mean Kimberly-Clark Corporation.

 Although page 3 of the Staff’s Comment Letter suggests that an amendment of our 10-K may be appropriate, in view of the Staff’s
comments, which only requested supplemental information to be provided to the Staff, we respectfully submit that no amendment of our 10-K is necessary. In addition, we believe that our disclosures in Note 13 to our 10-K comply with existing FIN 46R
requirements.

 For convenience, the Staff’s comments are retyped below.

 Staff Comment and Company Response

 Form 10-K filed on February 24, 2005

 Financial Statements and Supplementary Data, page 41

 Notes to Consolidated Financial Statements, page 45

 Note 13. Synthetic Fuel Partnership, page 67

 Staff Comment:

 We note that you have evaluated your investments in two synthetic fuel partnerships pursuant to the requirements of FIN 46R and concluded
that although these synthetic fuel partnerships represent variable interests, you have determined that you are not the primary beneficiary of either of these VIEs. Please address the following comments regarding your investment in these synthetic
fuel partnerships.

i)
Although you have described the nature of your involvement with these VIEs and concluded that your loss exposure is minimal, you have not disclosed the amounts invested in these
partnerships or the size of these VIEs. Therefore, it is unclear to us whether you have considered the cash flows from the tax credits generated by your investments in these VIEs in your analysis leading to your conclusion that you are not the
primary beneficiary of these entities. Supplementally provide us the details of your analysis concluding that you are not the primary beneficiary that addresses the following, without limitation.

(a)
Confirm to us that you included the cash flows from your share of the expected tax credits along with your share of the expected operating losses generated by these VIEs.

 June 7, 2005

 Page 2 of 3

(b)
Provide us with a summary of the total expected cash flows from each of these synthetic fuel partnerships detailing your share and other investor(s) share(s). Detail for us any
differences between the cash flows inuring to you and the other investors to the extent they differ from ownership percentages.

(c)
Confirm to us that there are no other standing agreements between you and the other investors which impact the determination of the expected losses and tax credits generated from
these VIEs.

 Company Response:

 In April 2003, we acquired a 49.5 percent minority interest in a synthetic fuel partnership
(“Partnership 1”). In October 2004, we acquired a 49 percent minority interest in an additional synthetic fuel partnership (“Partnership 2”). The other participants in these partnerships are unaffiliated entities. Because each of
these partnerships is a variable interest entity, we performed a FIN 46R analysis on each to determine if we were the primary beneficiary of either entity. Based on those analyses, we concluded that we are not the primary beneficiary of either
partnership because neither the majority of the expected losses nor the majority of the residual returns is allocated to us. Our cash funding of these partnerships is for our share of the operating losses of these entities. In 2004, our share of
such operating losses was $158.4 million, and in 2003, our share of such operating losses was $105.5 million. These operating losses have been charged to expense on a current basis. We have no investment in either partnership recorded on our balance
sheet at December 31, 2004.

 With respect to the Staff’s request contained
in the last sentence in paragraph i) above, enclosed as Exhibits A and B are Primary Beneficiary Summaries of the two synthetic fuel partnerships in which we are involved. Attached to each Exhibit is an abbreviated Excel printout of the cash flow
analysis for each partnership that supports the allocation of expected losses and expected residual returns to each participant in each partnership. The cash flow analyses were generated through the use of an Excel add-in software product, which
performed Monte Carlo1 simulations for 5,000 separate outcomes involving the relevant variables in each partnership.
Each row on the attached Excel printouts represents the total expected cash flows of the particular partnership based on the variables that were tested. The relevant variables that were tested on each partnership were production volume, sales price
of the synthetic fuel produced, revenue inflation and cost inflation. In addition, on Partnership 2, the amount of non-coal production costs was an additional tested variable in accordance with the terms of the contract. We have included only
abbreviated Excel printouts for ease in presentation. The unabbreviated Excel printouts are in excess of 5,000 rows.

1
A Monte Carlo simulation is a sophisticated and well recognized analytical method used to calculate expected losses and expected residual returns. The Monte Carlo
simulation starts with a base outcome developed by management. The Monte Carlo simulation then selects values from defined distribution ranges of the primary factors that cause variability in an entity’s returns. The defined range is selected
based on the conditions surrounding that variable. Points within the ranges of each factor are randomly selected and an outcome resulting from the combination of the randomly selected point estimate of each factor is computed. The random selection
process is repeated many times to create multiple outcome projections. It is not uncommon for a Monte Carlo simulation to result in thousands of outcome projections. These projections are then averaged and used to compute the potential variability
in the entity’s returns.

 June 7, 2005

 Page 3 of 3

 With respect to the Staff’s comment in subparagraph (a) above, we confirm
that we have included the cash flows from our share of the expected Section 29 tax credits and our share of the expected operating losses of each partnership in the cash flow analysis summarized in Exhibit A and Exhibit B.

 With respect to the Staff’s request in the first sentence of subparagraph (b) above,
please see Exhibits A and B, which display the percentages of expected losses and expected residual returns allocated to each participant. In Partnership 1, our percentage of expected losses and expected residual returns is 20.3 percent2 compared to our percentage ownership of 49.5 percent. Our lower percentage of expected losses and expected residual returns is
principally due to the contractual provisions whereby our share of the costs of the partnership is limited to a fixed dollar amount per dollar of tax credit generated. Accordingly, as production costs are increased in some of the Monte Carlo
simulations, a greater percentage of such costs is borne by the other participants in the partnership. Similarly, as some of the Monte Carlo simulations generate lower production costs, residual returns of the other participants are
increased.3

 In Partnership 2, our percentage of expected losses and expected residual returns is 22.0 percent compared to our percentage ownership of 49 percent. Our lower percentage
of expected losses and expected residual returns is principally due to the contractual provisions whereby our share of the costs of the partnership is limited to a fixed dollar amount per dollar of tax credit generated. Accordingly, as production
costs are increased in some of the Monte Carlo simulations, a greater percentage of such costs is borne by the other participants in the partnership. Similarly, as some of the Monte Carlo simulations generate lower production costs, residual returns
of the other participants are increased.3

 With respect to the Staff’s comment in subparagraph (c), we confirm that there are no other standing agreements between us and the
other investors in each partnership that would impact the determination of the expected losses and tax credits generated from each of these variable interest entities.

2
In late 2004, we reviewed and refined the method we used to perform the cash flow analysis of our synthetic fuel partnerships. As a result of that review, management
determined that required payments made directly to the owner/manager outside of the operation of the partnership entity should be included in the cash flow analysis on Partnership 1, although we had appropriately charged our portion of such payments
to earnings as they were made. In January 2005, prior to the filing of our 2004 Form 10-K, we performed this refined cash flow analysis on Partnership 1, which included all payments made under the agreement, and it resulted in our percentage of the
allocated expected losses and expected residual profits declining from 43.9 percent to 20.3 percent. Exhibit C represents our earlier cash flow analysis of Partnership 1. Under either analysis, we are not the primary beneficiary.

3
Hypothetically, if the fixed price per dollar of credit was $1.05 and production costs per dollar of credit were $1.15, the Monte Carlo simulation would allocate the
$0.10 to the expected losses of the other participants. Conversely, if production costs were $0.95 per dollar of credit, the Monte Carlo simulation would allocate the $0.10 to the expected residual returns of the other participants.

 Exhibit A

 Page 1

 Partnership 1
(Synfuels) - Primary Beneficiary Summary

Probability
Weighted Present
Value of Cash
Flows

Expected Losses

Pct

Expected Residual
Returns

Pct

 Kimberly-Clark

$
96,218,827

$
(791,879
)

20.29
%

$
791,879

20.29
%

 Unrelated Investor

40,997,712

(571,321
)

14.64
%

571,321

14.64
%

 Unrelated Manager/Operator

209,351,832

(2,540,201
)

65.08
%

2,540,201

65.08
%

 Total of Parties

$
346,568,372

$
(3,903,401
)

100.00
%

$
3,903,401

100.00
%

 Cash flows of the partnership include
each partner’s share of the operating losses, Section 29 tax credits and the tax benefits of the operating losses.

 01/26/05

Summary-Partnership 1 – VIE Update Jan-05.xls

 Exhibit A

 Page 2

A

B

C

D

E

F

G

H

I

J

K

L

M

N

O

P

1

Total Project

Kimberly-Clark

Unrelated Investor

Unrelated Manager/Operator

2

Total Project
PV CF

Kimberly-Clark
PV CF

Unrelated
Investor PV CF

Manager /
Operator PV CF

Expected Loss

Residual
Returns

Expected Loss

Residual
Returns

Expected Loss

Residual
Returns

Expected Loss

Residual
Returns

3

309,328,332

88,840,671

35,559,597

184,928,063

(37,240,040
)

—

(7,378,156
)

—

(5,438,115
)

—

(24,423,769
)

—

4

310,646,096

89,077,522

35,741,351

185,827,224

(35,922,276
)

—

(7,141,306
)

—

(5,256,362
)

—

(23,524,608
)

—

5

311,206,015

89,187,183

35,799,722

186,219,109

(35,362,357
)

—

(7,031,644
)

—

(5,197,990
)

—

(23,132,723
)

—

6

314,383,783

89,361,512

36,168,735

188,853,536

(32,184,589
)

—

(6,857,316
)

—

(4,828,977
)

—

(20,498,296
)

—

7

314,815,081

89,768,558

36,218,928

188,827,595

(31,753,291
)

—

(6,450,269
)

—

(4,778,784
)

—

(20,524,238
)

—

8

315,010,322

89,931,555

36,488,828

188,589,938

(31,558,050
)

—

(6,287,272
)

—

(4,508,884
)

—

(20,761,894
)

—

9

315,314,088

89,630,046

36,377,250

189,306,792

(31,254,284
)

—

(6,588,781
)

—

(4,620,462
)

—

(20,045,040
)

—

10

315,661,246

90,125,963

36,453,513

189,081,770

(30,907,126
)

—

(6,092,864
)

—

(4,544,199
)

—

(20,270,063
)

—

11

315,873,185

89,391,640

36,233,230

190,248,315

(30,695,187
)

—

(6,827,187
)

—

(4,764,483
)

—

(19,103,517
)

—

12

316,123,559

89,802,749

36,256,066

190,064,744

(30,444,813
)

—

(6,416,078
)

—

(4,741,647
)

—

(19,287,088
)

—

13

316,180,272

90,342,129

36,573,642

189,264,501

(30,388,100
)

—

(5,876,698
)

—

(4,424,070
)

—

(20,087,331
)

—

14

316,351,856

90,106,899

36,605,680

189,639,277

(30,216,516
)

—

(6,111,929
)

—

(4,392,033
)

—

(19,712,555
)

—

15

316,738,900

90,674,421

36,879,656

189,184,823

(29,829,472
)

—

(5,544,406
)

—

(4,118,057
)

—

(20,167,009
)

—

16

316,822,893

90,046,553

36,542,567

190,233,772

(29,745,479
)

—

(6,172,274
)

—

(4,455,145
)

—

(19,118,060
)

—

17

316,866,289

90,003,269

36,727,245

190,135,775

(29,702,083
)

—

(6,215,558
)

—

(4,270,467
)

—

(19,216,057
)

—

18

316,897,338

90,368,237

36,616,886

189,912,215

(29,671,034
)

—

(5,850,590
)

—

(4,380,826
)

—

(19,439,618
)

—

19

317,336,934

89,962,651

36,874,551

190,499,732

(29,231,438
)

—

(6,256,176
)

—

(4,123,162
)

—

(18,852,100
)

—

20

317,460,264

90,191,929

36,788,088

190,480,247

(29,108,108
)

—

(6,026,899
)

—

(4,209,624
)

—

(18,871,585
)

—

21

317,693,243

90,605,201

36,746,669

190,341,372

(28,875,129
)

—

(5,613,626
)

—

(4,251,043
)

—

(19,010,460
)

—

22

318,009,287

90,242,325

36,625,387

191,141,574

(28,559,085
)

—

(5,976,503
)

—

(4,372,325
)

—

(18,210,258
)

—

23

318,394,378

90,318,014

36,757,678

191,318,686

(28,173,994
)

—

(5,900,814
)

—

(4,240,035
)

—

(18,033,146
)

—

24

318,462,163

90,865,438

37,084,837

190,511,887

(28,106,209
)

—

(5,353,389
)

—

(3,912,875
)

—

(18,839,945
)

—

25

318,741,193

90,320,861

36,580,405

191,839,926

(27,827,179
)

—

(5,897,966
)

—

(4,417,307
)

—

(17,511,906
)

—

26

318,790,747

89,815,326

36,876,211

192,099,210

(27,777,625
)

—

(6,403,501
)

—