KVUE · Kenvue

49 filings

KVUE SEC Filings

Kenvue - 49 total filings

Filing record · 2023–202610-K310-Q128-K34

Showing 1–49 of 49 filings

Kenvue 8-K Report, Agreement Terminated (Nov 2, 2026)

On November 2, 2026, Kenvue Inc. completed its merger with Kimberly-Clark Corporation (K-C) under the Agreement and Plan of Merger signed November 2, 2025. First Merger Sub merged into Kenvue, which then merged into Second Merger Sub, and the surviving company, Kenvue LLC, is now a direct wholly owned subsidiary of K-C. Each Kenvue common share was converted into 0.14625 shares of K-C common stock plus $3.50 in cash, without interest. K-C funded the cash consideration with cash on hand, debt financing and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional business. The filing also reports that Kenvue's $4.0 billion senior unsecured revolving credit facility was terminated, with no borrowings outstanding at closing. Kenvue's equity awards were converted into equivalent K-C awards, and performance stock units became solely time-vesting restricted stock units. All twelve Kenvue directors resigned at the First Effective Time. Kenvue's common stock is expected to be delisted from the NYSE, with deregistration to follow on Form 15. For debt holders, Kenvue LLC assumed all obligations on seven series of senior notes, totaling $8.25 billion in aggregate principal across maturities from 2028 to 2063. The filing also discloses a Section 280G tax gross-up arrangement for General Counsel Matthew Orlando, capped at $8 million and expected to be substantially less.

Nov 2, 2026 10-Q

Kenvue Quarterly Report for Q3 Ended Sep 27, 2026

Kenvue Inc. reported third-quarter 2026 results for the fiscal three months ended September 27, 2026, with Net sales of $3,886 million, up 3.2% from $3,764 million a year earlier, and Net income of $430 million versus $398 million. Organic sales rose 2.9%, driven by volume growth of 1.6% and value realization of 1.3%. For the fiscal nine months, Net sales were $11,750 million (up 3.6%) and Net income was $1,360 million (up from $1,140 million). Operating income rose to $706 million for the quarter from $629 million, though restructuring expenses fell to $33 million from $84 million and Pending Transaction and other related costs of $28 million were incurred. The pending merger with Kimberly-Clark remains the central event. Under the Merger Agreement signed November 2, 2025, Kenvue shareholders will receive 0.14625 shares of K-C common stock plus $3.50 in cash per share, with current Kenvue shareholders expected to own about 46% of the combined company. Shareholders approved the deal on January 29, 2026, and the HSR waiting period expired February 4, 2026, but other customary closing conditions remain. K-C commenced exchange offers for up to $7.0 billion of Kenvue Senior Notes on September 28, 2026, and Kenvue entered into a supplemental indenture on October 9, 2026 to remove substantially all restrictive covenants once those offers settle. Balance sheet and cash flow metrics were stable. Cash and cash equivalents stood at $1,039 million and total debt at $8,206 million as of September 27, 2026. Nine-month operating cash flow was $1,877 million, up from $1,343 million, while dividends paid totaled $1,199 million. The company declared a quarterly dividend of $0.21 per share, and the 2026 Restructuring Initiative is expected to cost about $250 million in fiscal 2026, with targeted annualized gross savings of about $200 million.

Oct 30, 2026 8-K

Kenvue 8-K Report, Financial Results (Oct 30, 2026)

Kenvue Inc. (NYSE: KVUE) reported results for its fiscal third quarter ended September 27, 2026 in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 3.2% to $3,886 million, driven by Organic sales growth of 2.9%, volume growth of 1.6% and favorable value realization of 1.3%. Gross profit margin was 59.5% (vs. 59.1%), operating income margin was 18.2% (vs. 16.7%), and diluted EPS was $0.22 (vs. $0.21). Adjusted diluted EPS was $0.29 (vs. $0.28), and adjusted operating income margin was 21.9% (vs. 21.5%). Self Care was the strongest segment with Organic sales growth of 5.4%, while Skin Health and Beauty declined 0.5% on an Organic basis and Essential Health grew 2.5%. For the first nine months of fiscal 2026, net cash flows from operating activities were $1.9 billion (vs. $1.3 billion) and free cash flow was $1.6 billion (vs. $1.0 billion). Total debt was $8.2 billion as of September 27, 2026, and cash and cash equivalents were $1.0 billion. The company is also executing a 2026 Restructuring Initiative, which is expected to result in pre-tax restructuring expenses and other charges of approximately $250 million in fiscal 2026. Because of the pending transaction with Kimberly-Clark, Kenvue will not provide forward-looking guidance and will not host a quarterly conference call. Management stated it is nearing completion of the combination with Kimberly-Clark.

Oct 30, 2026 8-K

Kenvue 8-K Report, Material Agreement (Oct 13, 2026)

Kenvue Inc. (KVUE) reported in this Form 8-K, dated October 13, 2026, that on October 9, 2026 it entered into a Third Supplemental Indenture to its March 22, 2023 indenture with Deutsche Bank Trust Company Americas, as trustee. The amendments were made in connection with Kimberly-Clark Corporation's previously announced offers to exchange any and all of Kenvue's existing senior notes for up to $7.0 billion aggregate principal amount of Kimberly-Clark notes and cash, with consent solicitations run on Kenvue's behalf by Kimberly-Clark. The amendments would eliminate substantially all restrictive covenants, eliminate certain Event of Default triggers (other than failure to pay principal, premium or interest), eliminate the SEC reporting covenant, and remove certain restrictions on consolidating, merging, or transferring substantially all assets. The Third Supplemental Indenture is effective upon execution, but the amendments for each series become operative only upon settlement of the related exchange offer and consent solicitation. Settlement is expected promptly after the Exchange Offer expiration date, which is expected to occur on or about the closing date of Kimberly-Clark's acquisition of Kenvue. The filing covers the existing Kenvue notes, including the 2028, 2030, 2032, 2033, 2043, 2053 and 2063 senior notes. The filing states that the Kimberly-Clark notes have not been registered under the Securities Act. It also cautions that completion of the previously announced acquisition of Kenvue by Kimberly-Clark is a key risk factor for these settlements.

Oct 13, 2026 10-Q

Kenvue Quarterly Report for Q2 Ended Jun 28, 2026

Kenvue Inc. reported net sales of $3.96 billion for the fiscal three months ended June 28, 2026, up from $3.84 billion a year earlier, and net income of $456 million, up from $420 million. For the fiscal six months, net sales were $7.86 billion and net income was $930 million, compared with $7.58 billion and $742 million in the prior-year period. Segment adjusted operating income for the six months rose to $2.11 billion from $1.92 billion, led by Skin Health and Beauty, while Essential Health's three-month segment adjusted operating income declined. Organic sales grew 1.6% in the quarter and 1.2% for the six months, with pricing and volume both contributing. The pending merger with Kimberly-Clark remains the central event. Kenvue shareholders approved the Merger Agreement on January 29, 2026, and the HSR waiting period expired on February 4, 2026. Completion is still subject to foreign regulatory approvals, and the filing states the transaction is expected to close in the fourth quarter of 2026. Shareholders would receive 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash per share, with Kenvue holders expected to own about 46% of the combined company. Restructuring charges under the 2026 Restructuring Initiative, approximately $250 million for fiscal 2026, weighed on operating results and are expected to yield about $200 million in annualized gross cost savings. Balance sheet and cash flow were stable. Cash and cash equivalents were $1.11 billion, total debt was $8.48 billion, and operating cash flow for the six months was $1.18 billion. The company repaid $750 million of 5.35% Senior Notes due 2026 and paid $796 million in dividends. Litigation remains significant, notably acetaminophen, talc, and phenylephrine matters, though the company states the outcome is not expected to have a material adverse effect on its financial position, and it has accrued for certain matters deemed probable and estimable.

Aug 6, 2026 8-K

Kenvue 8-K Report, Financial Results (Aug 6, 2026)

Kenvue Inc. (NYSE: KVUE) reported results for its fiscal second quarter ended June 28, 2026. Net sales rose 3.0% to $3,955 million, driven by Organic sales growth of 1.6% (value realization of 0.9% and volume growth of 0.7%) and a foreign currency benefit of 1.4%. Diluted EPS increased to $0.24 from $0.22, and Adjusted diluted EPS rose to $0.31 from $0.29. Gross profit margin was 58.2% (vs. 58.9%) and adjusted gross profit margin was 60.2% (vs. 60.9%), with the company citing inflation, tariffs and unfavorable transactional foreign exchange, partly offset by productivity savings and favorable value realization. Operating income margin was 17.7% (vs. 18.0%) and adjusted operating income margin was 22.1% (vs. 22.7%). Net income was $456 million versus $420 million. All three segments grew net sales: Self Care rose 2.2% (Organic growth of 0.6%), Skin Health and Beauty rose 5.1% (Organic growth of 3.7%), and Essential Health rose 2.3% (Organic growth of 1.1%). For the fiscal six months, operating cash flow was $1.2 billion versus $1.0 billion, and free cash flow was $1.0 billion versus $0.8 billion. Cash and cash equivalents were $1.1 billion and total debt was $8.5 billion at June 28, 2026, with net debt of $7.4 billion. The company also announced FDA approval of Tylenol with Naproxen. Kenvue will not provide forward-looking guidance and will not host a conference call because of the pending merger with Kimberly-Clark, which is expected to close in the fourth quarter of 2026 subject to foreign regulatory approvals and other customary closing conditions. Shareholders of both companies approved the transaction on January 29, 2026, and the HSR waiting period expired on February 4, 2026. The 2026 Restructuring Initiative is expected to result in pre-tax charges of approximately $250 million in fiscal year 2026.

Aug 6, 2026 8-K

Kenvue 8-K Report, Shareholder Vote Results (May 22, 2026)

Kenvue Inc. filed this Current Report on Form 8-K, dated May 22, 2026, to disclose the final voting results of its 2026 Annual Meeting of Shareholders, held on May 21, 2026. The filing covers three proposals. It does not address financial results, transactions, or other business developments. Shareholders elected all 12 director nominees named in the 2026 Proxy Statement, filed with the SEC on April 8, 2026, to serve until the 2027 Annual Meeting. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. Among the director votes, Betsy D. Holden received the most against votes, at 35,492,864, while the other nominees received between 5,167,232 and 10,784,111 against votes, excluding Larry J. Merlo, whose total was 10,784,111. Broker non-votes were 107,623,208 for each director nominee and for the say-on-pay proposal.

May 22, 2026 8-K

Kenvue 8-K Report, Financial Results (May 7, 2026)

Kenvue Inc. (NYSE: KVUE) reported first quarter 2026 results for the fiscal quarter ended March 29, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 4.5% to $3,909 million from $3,741 million, reflecting Organic sales growth of 0.7% and a foreign currency benefit of 3.8%. Organic growth came from favorable value realization of 1.0%, partly offset by a 0.3% volume decrease. Operating income was $767 million (19.6% margin) versus $558 million (14.9%), and diluted EPS was $0.25 versus $0.17. Adjusted diluted EPS was $0.32 versus $0.24, and adjusted operating income margin was 24.0% versus 19.8%. Net income was $474 million, and free cash flow was $0.4 billion versus $0.2 billion in the prior year period. Segment results were mixed. Self Care Organic sales declined 2.3% on weak cold and flu seasons, while Skin Health and Beauty Organic sales grew 5.0% and Essential Health grew 1.5%. Total debt rose to $8.7 billion from $8.5 billion at year-end 2025, and cash and cash equivalents were $1.1 billion. The company will not provide forward-looking guidance and will not hold a conference call because of the pending merger with Kimberly-Clark, under which Kimberly-Clark will acquire all outstanding Kenvue shares in a cash and stock transaction. Shareholders approved the deal on January 29, 2026, and the HSR waiting period expired on February 4, 2026. The companies expect the transaction to close in the second half of 2026, subject to foreign regulatory approvals and other customary conditions. The company also expects pre-tax restructuring expenses and other charges of approximately $250 million in fiscal 2026 under its 2026 Restructuring Initiative.

May 7, 2026 10-Q

Kenvue Quarterly Report for Q1 Ended Mar 29, 2026

Kenvue Inc. reported net sales of $3.9 billion for the fiscal three months ended March 29, 2026, up $168 million, or 4.5%, from $3.7 billion a year earlier. Organic sales rose 0.7%, driven by favorable value realization of 1.0% and volume-related decreases of 0.3%, while favorable foreign currency changes contributed 3.8%. Operating income rose to $767 million from $558 million, and net income increased to $474 million, or $0.25 per diluted share, from $322 million, or $0.17 per diluted share. Gross profit margin expanded 90 basis points to 58.9%, and selling, general, and administrative expenses fell to 37.2% of net sales from 41.1%. The pending transaction with Kimberly-Clark remains the central strategic event. Under the Merger Agreement signed November 2, 2025, Kenvue shareholders will receive 0.14625 shares of K-C common stock plus $3.50 in cash per share, with Kenvue shareholders expected to own approximately 46% of the combined company. Shareholders approved the merger on January 29, 2026, and the HSR waiting period expired February 4, 2026. Closing is expected in the second half of 2026, subject to foreign regulatory approvals and other customary conditions. The Company recorded $16 million of Pending Transaction and other related costs in the quarter. Balance sheet and cash flow items were steady. Cash and cash equivalents were $1,075 million, total debt was $8,661 million, and operating cash flow was $489 million, compared with $428 million a year earlier. The Company repaid $750 million of 5.35% Senior Notes due 2026 and paid $398 million in dividends. The Board launched a 2026 Restructuring Initiative expected to cost approximately $250 million in fiscal 2026 and yield about $200 million of annualized pre-tax gross cost savings. The Company also estimated gross tariff exposure of approximately $90 million annualized and disclosed ongoing product liability litigation involving acetaminophen, talc, and Zantac, among other matters.

May 7, 2026 8-K

Kenvue 8-K Report, Executive Changes (Apr 15, 2026)

Kenvue Inc. (KVUE) disclosed a leadership change in its finance function. Chief Financial Officer Amit Banati, whose departure was first announced on February 12, 2026, will step down effective May 12, 2026. On April 10, 2026, the Company appointed Heather Howlett, its current Chief Accounting Officer, as interim Chief Financial Officer and Chief Accounting Officer, effective May 12, 2026. She will serve as the Company's principal financial officer and principal accounting officer during her interim term. Howlett has served as Chief Accounting Officer since May 2023. Her prior experience includes serving as Chief Accounting Officer of Trane Technologies from March 2020 to August 2022, roles at Catalent Pharma Solutions, Honeywell and Tyco, and more than a decade at PricewaterhouseCoopers LLP. She joined Johnson & Johnson in September 2022 as the Chief Accounting Officer Designee for its planned New Consumer Health Company in anticipation of the Company's separation. Under her interim offer letter, Howlett will receive a monthly stipend of $125,000 for each month she serves as interim Chief Financial Officer, prorated for partial months, in addition to her current compensation. The filing states there are no other changes to her compensation or benefits from the interim role. Her fiscal year 2026 compensation includes an annual base salary of $544,116, an annual target bonus of $299,264, and an annual equity award with an aggregate fair market value of $420,000. The filing notes the transition carries risks around senior leadership changes, personnel distractions and disruptions to the business.

Apr 15, 2026 10-K

Kenvue Annual Report, Year Ended Dec 28, 2025

Kenvue Inc. reported net sales of $15.1 billion for fiscal 2025, down $331 million or 2.1% from $15.5 billion in fiscal 2024, with organic sales decreasing 2.2% on volume declines of 2.3%. Net income rose to $1.47 billion from $1.03 billion, with diluted EPS of $0.76 versus $0.54, helped by lower impairment charges ($23 million versus $578 million in 2024). Operating income increased to $2.41 billion from $1.84 billion. Segment adjusted operating income declined 4.6% to $3.76 billion, led by a 21.4% drop in Skin Health and Beauty. Operating cash flow was $2.2 billion and dividends paid were $1.58 billion. The most significant development for investors is the pending Proposed Transaction with Kimberly-Clark. Under the November 2, 2025 Merger Agreement, each Kenvue share would convert into 0.14625 shares of K-C common stock plus $3.50 in cash. Kenvue shareholders approved the deal on January 29, 2026, and the HSR waiting period expired on February 4, 2026. Closing is expected in the second half of 2026, subject to foreign regulatory approvals. Kenvue's current shareholders are expected to own about 46% of the combined company. The Strategic Review Committee was discontinued effective February 18, 2026, and the Company is restricted from share repurchases without K-C's consent. Key risks include acetaminophen labeling and litigation developments, talc-related claims outside the United States and Canada, phenylephrine litigation, and customer concentration, with one customer accounting for about 12% of Net sales and the top 10 customers about 41%. The Board approved a new restructuring initiative on February 17, 2026, expected to produce pre-tax charges of about $250 million in fiscal 2026.

Feb 20, 2026 8-K

Kenvue 8-K Report, Financial Results (Feb 17, 2026)

Kenvue Inc. (NYSE: KVUE) reported fourth-quarter and full-year 2025 results for the periods ended December 28, 2025. Q4 net sales rose 3.2% to $3.78 billion, with Organic sales growth of 1.2% and a 2.1% foreign currency benefit. Diluted EPS was $0.17 versus $0.15 a year earlier, and Adjusted diluted EPS was $0.27 versus $0.26. For full year 2025, net sales declined 2.1% to $15.12 billion, Organic sales fell 2.2%, and diluted EPS was $0.76 versus $0.54, while Adjusted diluted EPS was $1.08 versus $1.14. Free cash flow increased to $1.7 billion from $1.3 billion, and total debt was $8.5 billion at year-end. Because of the pending transaction with Kimberly-Clark, the company is not providing forward-looking guidance and will not hold a conference call. The company also approved a restructuring initiative on February 17, 2026, aimed at optimizing its operating model and transforming its supply chain. It is expected to reduce the net global workforce by approximately 3.5% and to produce pre-tax restructuring expenses and other charges of approximately $250 million in fiscal 2026, consisting of information technology and project-related costs (about 59%), employee-related costs (about 35%), and other implementation costs (about 6%). The company states these cost estimates are preliminary and actual charges may differ, possibly materially. On the Kimberly-Clark transaction, shareholders of both companies approved the required proposals on January 29, 2026, and the HSR waiting period expired on February 4, 2026. The transaction is expected to close in the second half of 2026, subject to foreign regulatory approvals and other customary closing conditions.

Feb 17, 2026 8-K

Kenvue 8-K Report, Executive Changes (Feb 12, 2026)

Kenvue Inc. filed this Form 8-K on February 12, 2026 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) to report that Chief Financial Officer Amit Banati notified the company on February 10 that he will step down, effective May 12, 2026, to pursue an opportunity to serve as chief executive officer of another company. The filing states that before Mr. Banati's departure, the company intends to appoint a successor who will serve as principal financial officer on an interim basis, citing the company's pending transaction with Kimberly-Clark Corporation as the reason for the interim structure. Over the next three months, Mr. Banati will work with the company's leadership team, including the financial and accounting teams, on transition matters. The filing identifies the risk that the transition of Mr. Banati's responsibilities to a successor could cause actual results to differ from expectations. It does not name the successor, disclose compensation terms, or provide any financial results.

Feb 12, 2026 8-K

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

Kenvue Inc. held a virtual special meeting of stockholders on January 29, 2026, where shareholders approved the Merger Proposal to adopt the Agreement and Plan of Merger entered into on November 2, 2025 with Kimberly-Clark Corporation. Under the agreement, Kimberly-Clark's merger subsidiary will merge with Kenvue in a First Merger, after which the Initial Surviving Company will merge into a second Kimberly-Clark subsidiary in a Second Merger, leaving Kenvue as a wholly owned subsidiary of Kimberly-Clark. Of the 1,915,984,439 shares of common stock outstanding and entitled to vote as of the December 11, 2025 record date, 1,500,665,005 shares, about 78.32%, were present or represented by proxy, constituting a quorum. The Merger Proposal received 1,489,923,158 votes for, 7,467,731 against, and 3,274,116 abstentions. The non-binding advisory proposal on merger-related compensation for named executive officers also passed, with 1,465,779,826 votes for, 29,007,140 against, and 5,878,039 abstaining. The Adjournment Proposal was not submitted because sufficient votes were cast to approve the Merger Proposal. A joint press release dated the same day, furnished as Exhibit 99.1, reports preliminary results of both Kenvue's and Kimberly-Clark's special meetings. Kimberly-Clark shareholders approved the issuance of Kimberly-Clark common stock in connection with the transaction, with about 96% of shares present voting in favor. Based on preliminary results, about 99% of shares voted at Kenvue's meeting supported the merger, representing about 77% of all outstanding shares. The release states that final results are subject to certification by independent inspectors of elections and will be reported in separate Form 8-K filings. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary closing conditions.

Jan 29, 2026 8-K

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

Kenvue Inc. (KVUE) filed this Form 8-K on January 16, 2026 to voluntarily supplement the Joint Proxy Statement/Prospectus for its proposed merger with Kimberly-Clark Corporation (K-C), under the Merger Agreement dated November 2, 2025. Under the agreement, Kenvue becomes a direct wholly owned subsidiary of K-C in a two-step merger, and Kenvue stockholders are to receive $3.50 per share in cash plus K-C shares at an exchange ratio of 0.14625x. The Joint Proxy Statement/Prospectus was declared effective December 16, 2025, and both companies' special stockholder meetings are scheduled for January 29, 2026. The filing states that the supplement is being made to mitigate the risk of delay and the expense of defending several stockholder lawsuits and demand letters alleging material omissions in the proxy materials, and that Kenvue does not concede the materiality of the added disclosures. The supplement adds background detail on the strategic review process, including the June 30, 2025 formation of a strategic review committee, an August 16, 2025 mutual non-disclosure agreement, and K-C's September 9, 2025 engagement of Gibson Dunn for product liability due diligence. It also adds fairness-opinion disclosures from Centerview Partners, Goldman Sachs and J.P. Morgan, including fee relationships, and revised valuation ranges. Among the figures disclosed are Centerview's implied Kenvue value of $18.07 to $21.73 per share on a 2026 EBITDA multiple basis and $23.34 to $28.96 on a discounted cash flow basis, and Goldman Sachs' implied merger consideration range of $25.82 to $36.36 per Kenvue share on a pro forma basis, compared with $20.59 to $30.08 on a standalone basis. The filing also includes updated management projections for both companies and the combined business, which the filing states are not prepared under Regulation S-X. The Kenvue board continues to unanimously recommend that Kenvue stockholders vote FOR the merger proposal, the advisory compensation proposal and the adjournment proposal. The filing contains no statement about the status of regulatory approvals or the expected closing date beyond the stockholder meeting dates.

Jan 16, 2026 8-K

Kenvue 8-K Report, Financial Results (Nov 3, 2025)

Kenvue Inc. reported third-quarter 2025 results for the fiscal quarter ended September 28, 2025. Net sales were $3,764 million, down 3.5% from $3,899 million a year earlier. The decline reflected a 4.4% decrease in Organic sales, partially offset by a 1.0% foreign currency benefit. Management attributed the weakness to a 4.0% volume decrease, 0.4% unfavorable value realization from planned strategic price investments, lower seasonal incidences affecting Self Care, trade inventory reductions at some customers, and shipment timing changes in China. GAAP diluted earnings per share were $0.21, versus $0.20 a year earlier, and Adjusted diluted earnings per share were $0.28 in both periods. Gross profit margin rose to 59.1% from 58.5%, while operating income margin was 16.7% versus 16.8%. Kenvue affirmed its full-year 2025 outlook. It expects net sales and Organic sales to decline by low single digits with approximately neutral foreign currency impact, an year-over-year decline in Adjusted operating income margin, and Adjusted diluted EPS of $1.00 to $1.05. The company also disclosed a definitive merger agreement under which Kimberly-Clark will acquire all outstanding Kenvue common stock in a cash and stock transaction, as described in a separate release. As a result, Kenvue will not host an earnings conference call. Kirk Perry was named permanent Chief Executive Officer, and several leadership changes were announced, including a new Chief Digital and Marketing Officer effective November 17, 2025 and the elimination of the Chief Growth Officer role. Balance sheet and cash flow metrics were stable. Net cash flows from operating activities were $1.3 billion for the nine months ended September 28, 2025, compared with $1.0 billion a year earlier, and free cash flow was $1.0 billion versus $0.7 billion. Total debt was $9.0 billion and cash and cash equivalents were $1.1 billion, resulting in net debt of $7.8 billion as of September 28, 2025. The prepared remarks also addressed public commentary about Tylenol and acetaminophen, noting that U.S. Children's Tylenol represents approximately 1% of Net sales.

Nov 3, 2025 8-K

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

On November 2, 2025, Kenvue Inc. entered into an Agreement and Plan of Merger with Kimberly-Clark Corporation, Vesta Sub I, Inc. and Vesta Sub II, LLC under which Kenvue will become a direct wholly owned subsidiary of Kimberly-Clark through a two-step merger. Each Kenvue common share will be converted into 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash. The accompanying press release describes an enterprise value of approximately $48.7 billion and total consideration of $21.01 per share based on Kimberly-Clark's October 31, 2025 closing price. Kimberly-Clark shareholders are expected to own approximately 54% and Kenvue shareholders approximately 46% of the combined company on a fully diluted basis. The transaction is expected to close in the second half of 2026, subject to shareholder approvals, regulatory approvals and other customary conditions. The merger agreement includes a $1,136,000,000 termination fee in specified circumstances and an Outside Date of November 2, 2026, subject to extension. The filing also reports that Kirk L. Perry was appointed Kenvue's permanent Chief Executive Officer effective November 2, 2025, having served on an interim basis since July 2025. His offer letter provides a base salary at an annualized rate of $1,350,000, a target bonus of 175% of base salary beginning in 2026, an equity award grant with a grant date value of $9,287,500, and a transaction bonus of up to $4,000,000. The filing also discloses an amended and restated Executive Severance Pay Plan that becomes effective at the First Effective Time. The press release states that the companies expect approximately $2.1 billion in total run-rate synergies, comprising approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, partially offset by approximately $300 million of reinvestment. The companies expect $2.5 billion of cash costs to achieve these synergies and describe the transaction as expected to be accretive to Kimberly-Clark's adjusted EPS by year two.

Nov 3, 2025 10-Q

Kenvue Quarterly Report for Q3 Ended Sep 28, 2025

Kenvue Inc. reported net sales of $3.76 billion for the fiscal three months ended September 28, 2025, down $135 million, or 3.5%, from $3.90 billion a year earlier. Organic sales decreased 4.4%, driven by volume declines of 4.0% and unfavorable value realization of 0.4%, with shipment timing in China, trade inventory reductions in the United States, and lower seasonal incidence cited as drivers. Net income rose to $398 million from $383 million, helped by a lower tax provision, and diluted EPS was $0.21 versus $0.20. For the nine months, net sales were $11.34 billion (down 3.8%) and net income was $1.14 billion versus $737 million, which included a $578 million impairment charge in the prior-year period. Segment adjusted operating income fell 7.1% for the nine months to $2.89 billion, with Skin Health and Beauty down 24.7%. The most significant event is the Merger Agreement signed November 2, 2025 with Kimberly-Clark Corporation. Kenvue shareholders would receive 0.14625 shares of K-C common stock plus $3.50 in cash per share, with Kenvue holders expected to own about 46% of the combined company on a fully diluted basis. The transaction is expected to close in the second half of 2026 and requires Kenvue shareholder approval, K-C shareholder approval, and U.S. antitrust and foreign regulatory clearances. The filing discloses a $1,136 million termination fee payable in certain circumstances. The filing also flags risks including the September 2025 federal acetaminophen statements and possible FDA label change, a Texas state lawsuit filed October 2025, and talc and other product litigation. The Skin Health and Beauty reporting unit's fair value exceeded its carrying value by approximately 10%, and the filing notes that further deterioration could lead to a goodwill impairment. Total debt was $8.97 billion at quarter end, and cash and cash equivalents were $1.14 billion.

Nov 3, 2025 8-K

Kenvue 8-K Report, Financial Results (Aug 7, 2025)

Kenvue Inc. (NYSE: KVUE) reported second-quarter 2025 results for the fiscal quarter ended June 29, 2025, with net sales of $3,839 million, down 4.0% from $4,000 million a year earlier. The decline was driven by an Organic sales decline of 4.2%, comprising unfavorable value realization of 0.9% (reflecting planned strategic price investments) and a 3.3% volume decline, partially offset by a 0.3% foreign currency benefit. Diluted EPS was $0.22 versus $0.03 in the prior-year period, while Adjusted diluted EPS was $0.29 versus $0.32. Gross profit margin was 58.9% versus 59.1%, and Adjusted gross profit margin was 60.9% versus 61.6%. Operating income margin improved to 18.0% from 3.9%, although the prior-year figure was affected by impairment charges; Adjusted operating income margin was 22.7% versus 22.8%. The company revised its full-year 2025 outlook downward. It now expects net sales and Organic sales to be down low-single-digits, with approximately neutral foreign currency impact, Adjusted operating income margin to decline year-over-year, and Adjusted diluted EPS in the range of $1.00 to $1.05, including a low-single-digit unfavorable foreign currency impact. The outlook assumes current foreign exchange rates and the estimated impact of tariffs in place as of August 6, 2025. Governance and strategy developments were also announced. The Board's comprehensive review of strategic alternatives continues under a Strategic Review Committee, with the Board considering a broad range of alternatives including optimizing the brand portfolio. Kirk Perry, a current director, was appointed Interim Chief Executive Officer effective July 14, 2025, and Amit Banati became Chief Financial Officer effective May 12, 2025. The filing also disclosed additional leadership appointments, including Anindya (Andy) Dasgupta as Group President, Asia Pacific, and Michael Wondrasch as Chief Technology & Data Officer effective August 25, 2025.

Aug 7, 2025 10-Q

Kenvue Quarterly Report for Q2 Ended Jun 29, 2025

Kenvue Inc. reported net sales of $3.84 billion for the fiscal three months ended June 29, 2025, down $161 million, or 4.0%, from $4.00 billion a year earlier. Organic sales declined 4.2%, driven by volume decreases of 3.3% and unfavorable value realization of 0.9%. Operating income rose to $692 million from $154 million, but the prior-year period included a $510 million impairment charge, so the comparison is distorted. Net income was $420 million, or $0.22 per diluted share, versus $58 million, or $0.03, a year earlier. For the six months, net sales were $7.58 billion, down 4.0%, and net income was $742 million, or $0.39 per diluted share. Cash flow from operations for the six months was $1.05 billion, up from $727 million, mainly due to working capital timing. Cash and cash equivalents were $1.07 billion at June 29, 2025, flat versus year-end 2024. The company paid $785 million in dividends and $127 million to repurchase treasury stock, and issued $750 million of 4.85% Senior Notes due 2032 while repaying $750 million of 5.50% Senior Notes due 2025. Total debt was $8.61 billion. Restructuring expenses under the 2024 Multi-Year Restructuring Initiative were $120 million for the six months, and the company expects annualized gross cost savings of approximately $350 million beginning in fiscal 2026. The filing also discloses that Kenvue's Board has initiated a comprehensive strategic alternatives review under a Strategic Review Committee, which could include optimizing the brand portfolio. The company estimates incremental gross tariff exposure of approximately $150 million annualized. Talc-related liabilities in the United States and Canada remain indemnified by J&J, while the company retains talc liabilities for sales outside those markets. The company also faces product liability and other litigation, including acetaminophen, phenylephrine, Zantac-related and benzoyl peroxide matters, for which it states it cannot reasonably estimate potential liability in several cases. The company has no current CEO, with an Interim Chief Executive Officer serving.

Aug 7, 2025 8-K

Kenvue 8-K Report, Financial Results (Jul 14, 2025)

On July 14, 2025, Kenvue Inc. announced that Thibaut Mongon has ceased to serve as Chief Executive Officer and has stepped down from the Board. Director Kirk L. Perry was appointed interim CEO effective the same day, while the Board searches for a permanent CEO. Mr. Perry will remain on the Board, and the Board reduced its size by one director to twelve members. The company is also advancing a comprehensive review of strategic alternatives, overseen by a Strategic Review Committee chaired by Melanie L. Healey and advised by Centerview Partners and McKinsey & Company. The review will consider a broad range of alternatives, including optimizing the brand portfolio. Kenvue also reported select preliminary results for the second quarter ended June 29, 2025. Net sales were $3,839 million, compared with $4,000 million a year earlier, a change of (4.0)%. Organic sales declined (4.2)%. Preliminary diluted earnings per share were $0.21 to $0.22, and adjusted diluted earnings per share were $0.28 to $0.29. The company will publish full second-quarter results and revised full-year 2025 guidance on August 7, 2025. The filing also details Mr. Perry's interim compensation under an offer letter: an annualized base salary of $1,250,000, a cash incentive of up to $1,500,000 payable after a permanent CEO is appointed, and equity awards worth $5 million vesting on the one-year anniversary of the transition date. The filing discloses that Kenvue paid Circana, where Mr. Perry was formerly president and CEO, approximately $7.6 million in 2024 for consumer data, analytics, and insights services.

Jul 14, 2025 8-K

Kenvue 8-K Report, Executive Changes (Jun 24, 2025)

On June 24, 2025, Kenvue Inc. announced that Ellie Bing Xie, Group President, Asia Pacific, will cease to serve in that role on July 14, 2025. Ms. Xie will remain with the Company through August 8, 2025 to assist with the transition of her duties. Her departure meets the conditions of the separation without "cause" provisions of the Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies. Subject to her execution of a release of claims and continued compliance with restrictive covenants, she will receive severance payments and benefits under that plan, and her long-term incentive awards will be treated under the applicable award agreements. The Company has appointed Anindya (Andy) Dasgupta as Group President, Asia Pacific, effective July 14, 2025. The filing describes him as a nearly 30-year global consumer products industry veteran with experience in health, nutrition, and food and beverage sectors across emerging and developed markets. It states that the Asia Pacific region contributed approximately $3 billion in Net sales in fiscal year 2024. The leadership change is the main subject of the filing. The appointment is disclosed under Item 7.01 (Regulation FD Disclosure), which is furnished rather than filed for purposes of Section 18 of the Exchange Act. The filing includes only the cover page Inline XBRL exhibit (Exhibit 104).

Jun 24, 2025 8-K

Kenvue 8-K Report, Shareholder Vote Results (May 27, 2025)

Kenvue Inc. held its 2025 Annual Meeting of Shareholders on May 22, 2025, and this Item 5.07 filing reports the final voting results. Shareholders elected all 13 director nominees named in the company's April 9, 2025 proxy statement to serve until the 2026 Annual Meeting of Shareholders, or until their successors are elected and qualified. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 1,675,645,180 votes for, 49,702,881 against, 1,746,444 abstentions and 78,329,335 broker non-votes. In addition, shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025, with 1,801,996,331 votes for, 2,585,780 against and 841,729 abstentions. Support for individual directors varied. Larry J. Merlo received the highest number of votes against (283,085,631), followed by Melanie L. Healey (145,530,502) and Sarah Hofstetter (98,179,559). Each of the other nominees received fewer than 60,164,246 votes against.

May 27, 2025 8-K

Kenvue 8-K Report, Material Agreement (May 22, 2025)

On May 22, 2025, Kenvue Inc. closed its previously announced underwritten public offering of $750,000,000 aggregate principal amount of its 4.850% Senior Notes due 2032. The Notes were issued under a base indenture dated March 22, 2023 with Deutsche Bank Trust Company Americas as trustee, as supplemented by a second supplemental indenture dated May 22, 2025. The Company intends to use the net proceeds for general corporate purposes. The Notes bear interest at 4.850% per annum, payable semi-annually on May 22 and November 22, beginning November 22, 2025, to holders of record on the preceding May 7 and November 7. They mature on May 22, 2032, and the Company may redeem them in whole or in part at any time prior to maturity as described in the Indenture. The Indenture limits the Company and certain subsidiaries from creating liens, entering into sale-leaseback transactions, and merging or consolidating with other companies, or selling, leasing or conveying substantially all assets, subject to specified exceptions. The filing also lists a legal opinion from Cravath, Swaine & Moore LLP (Exhibit 5.1) and the cover page in Inline XBRL. The filing directs readers to the Company's SEC filings for a description of risks and uncertainties, and states that the Company undertakes no obligation to update forward-looking statements.

May 22, 2025 8-K

Kenvue 8-K Report, Material Agreement (May 21, 2025)

Kenvue Inc. reported in this Form 8-K, filed May 21, 2025, that on May 20, 2025 it entered into an underwriting agreement with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Representatives for the several Underwriters. Under the agreement, the company agreed to issue and sell $750,000,000 aggregate principal amount of its 4.850% Senior Notes due 2032 in an underwritten public offering. The offering was made pursuant to the company's registration statement on Form S-3 (Registration File No. 333-285172). The company intends to use the net proceeds from the offering for general corporate purposes. The filing does not describe any other transactions, financial results, or operational developments. The full text of the underwriting agreement is filed as Exhibit 1.1 and incorporated by reference. The filing also includes standard cautionary language on forward-looking statements, directing readers to the company's Form S-3, Form 10-K, and subsequent Forms 10-Q for risk factors, and noting the company undertakes no obligation to update such statements.

May 21, 2025 8-K

Kenvue 8-K Report, Financial Results (May 8, 2025)

Kenvue Inc. reported first-quarter 2025 results for the fiscal quarter ended March 30, 2025. Net sales were $3.74 billion, down 3.9% from $3.89 billion in the prior-year period, reflecting an Organic sales decline of 1.2% and a 2.7% foreign currency headwind. Gross profit margin rose to 58.0% from 57.6%, while Adjusted gross profit margin contracted 20 basis points to 60.0%. Operating income margin improved to 14.9% from 14.1%, but Adjusted operating income margin fell to 19.8% from 22.0%. Diluted EPS was $0.17 versus $0.15, and Adjusted diluted EPS was $0.24 versus $0.28. Free cash flow was $0.2 billion versus $0.1 billion in the prior-year period. Kenvue updated its full-year 2025 outlook. It now expects net sales to increase 1% to 3% year over year, with Organic sales growth of 2% to 4% (unchanged) and a headwind of about 1% from foreign currency translation. It expects Adjusted operating income margin to decline year over year, reflecting the estimated impact of tariffs, and Adjusted diluted EPS to be about flat, including a low-single-digit unfavorable foreign currency impact. The company stated it is working to reduce the financial impact of tariffs through mitigation actions. The company also announced a CFO transition. Amit Banati, currently Vice Chairman and CFO of Kellanova, will become Kenvue's CFO effective May 12, 2025, succeeding Paul Ruh, who will remain as a strategic advisor through May 16, 2025. Banati's offer letter includes a $900,000 base salary, a 110% annual bonus target, and annual equity grants with an aggregate target value of $3.2 million, along with sign-on cash and equity awards, including a $4.0 million cash bonus tied to the closing of the Mars Inc.–Kellanova merger.

May 8, 2025 10-Q

Kenvue Quarterly Report for Q1 Ended Mar 30, 2025

Kenvue Inc. reported net sales of $3.74 billion for the fiscal three months ended March 30, 2025, down $153 million, or 3.9%, from $3.89 billion a year earlier. Organic sales declined 1.2%, with foreign currency reducing reported sales by 2.7%. Volume fell 0.9% and value realization fell 0.3%. Skin Health and Beauty was the weakest segment, with Organic sales down 4.8% on competitive pressures and strategic price investments, mainly in the United States. Segment adjusted operating income fell 11.3% to $897 million. Net income rose to $322 million from $296 million, helped by lower impairment charges (none this quarter versus $68 million a year earlier) and lower Other expense, net. Diluted EPS was $0.17 versus $0.15. Cash flow from operations was $428 million, up from $287 million, largely from working capital timing. The company repaid $750 million of 5.50% Senior Notes due 2025 and increased commercial paper borrowings to $1.68 billion from $800 million. Total debt was $8.74 billion, and cash was $1.06 billion. Management believes existing cash and operating cash flow will cover obligations for at least 12 months. Restructuring expenses under the 2024 Multi-Year Restructuring Initiative rose to $60 million, and the initiative is expected to total approximately $550 million, with annualized gross savings of about $350 million beginning in fiscal 2026. The filing estimates incremental gross tariff exposure of approximately $150 million for fiscal 2025. Litigation remains a key overhang. Acetaminophen, phenylephrine, benzoyl peroxide, and Zantac-related lawsuits are pending, and the company says it cannot reasonably estimate its potential liability for several of them. Talc liabilities outside the United States and Canada remain with Kenvue, while J&J indemnifies talc claims in the United States and Canada. Management says the ultimate outcome of legal proceedings is not expected to have a material adverse effect on financial position, though results could be affected in any period.

May 8, 2025 8-K

Kenvue 8-K Report, Material Agreement (Mar 5, 2025)

Kenvue Inc. (NYSE: KVUE) entered into a cooperation agreement dated March 5, 2025 with Starboard Value and Opportunity Master Fund Ltd and certain affiliates (collectively, "Starboard"). Under the agreement, the Board will temporarily expand from eleven to fourteen directors. Sarah Hofstetter, Erica Lilith Mann and Jeffrey C. Smith were appointed as directors effective immediately, with terms expiring at the 2025 Annual Meeting. The Company agreed to nominate the three new appointees and ten incumbent directors for election at that meeting, and the Board will be reduced to thirteen directors afterward. Starboard agreed to withdraw its December 10, 2024 nominating letter, vote in favor of the Company's director nominees and Board recommendations (subject to limited exceptions), and observe customary standstill provisions. The agreement resolves the proxy contest that Starboard had initiated and sets out committee assignments: Smith to the Compensation & Human Capital Committee, Hofstetter to the Audit Committee, and Mann to the Nominating, Governance & Sustainability Committee. The filing also discloses that the Company paid Profitero, Ltd., where Hofstetter is president, approximately $1.2 million in 2024 for advertising and marketing services, provided on an arm's-length basis. The standstill runs through the earlier of fifteen business days before the deadline for 2026 annual meeting nominations or ninety days before the first anniversary of the 2025 Annual Meeting. The Company's press release states that Kenvue will file a proxy statement on Schedule 14A for the 2025 Annual Meeting, including a WHITE proxy card.

Mar 5, 2025 10-K

Kenvue Annual Report, Year Ended Dec 29, 2024

Kenvue Inc. reported fiscal 2024 Net sales of $15.5 billion, essentially flat versus $15.4 billion in fiscal 2023 (an increase of $11 million, or 0.1%). Organic sales grew $230 million, or 1.5%, driven by favorable value realization of 2.7%, partially offset by volume declines of 1.2%. Gross profit margin expanded 200 basis points to 58.0%, reflecting supply chain optimization benefits, but operating income fell 26.7% to $1.84 billion. The decline was driven by $578 million of impairment charges, mainly a $488 million non-cash charge on the Dr.Ci:Labo® skin health business, and $185 million of restructuring expenses under the 2024 Multi-Year Restructuring Initiative. Net income decreased 38.1% to $1.03 billion, or $0.54 per diluted share, from $1.66 billion, or $0.90 per diluted share. Segment results were mixed. Self Care net sales rose 1.2% to $6.5 billion, and Essential Health rose 1.6% to $4.7 billion with segment adjusted operating income up 14.9%. Skin Health and Beauty net sales fell 3.2% to $4.2 billion, with adjusted operating income down 10.6%, reflecting volume declines in the United States and competitive pressures. Operating cash flow decreased to $1.77 billion from $3.17 billion, mainly due to working capital changes. Cash and cash equivalents ended the year at $1.07 billion, and total debt was $8.6 billion. Kenvue paid $1.55 billion in dividends and repurchased $235 million of stock during the year. The filing highlights ongoing exposure to talc-related and other product liability litigation. J&J has agreed to indemnify Kenvue for Talc-Related Liabilities in the United States and Canada, but Kenvue remains responsible for talc exposure claims outside those markets. The company also faces litigation related to acetaminophen, Zantac, and phenylephrine, and it expects the 2024 Multi-Year Restructuring Initiative to yield approximately $350 million in annualized gross savings beginning in fiscal 2026.

Feb 24, 2025 8-K

Kenvue 8-K Report, Financial Results (Feb 6, 2025)

Kenvue Inc. (NYSE: KVUE) reported full-year and fourth-quarter 2024 results for the periods ended December 29, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter net sales decreased 0.1% to $3.66 billion, reflecting organic sales growth of 1.7% offset by a 1.8% foreign currency headwind. Fourth-quarter diluted EPS was $0.15 versus $0.17 a year earlier, and adjusted diluted EPS was $0.26 versus $0.31. For full-year 2024, net sales increased 0.1% to $15.46 billion, organic sales grew 1.5%, and gross profit margin expanded 200 basis points to 58.0%. Full-year diluted EPS was $0.54 versus $0.90, and adjusted diluted EPS was $1.14 versus $1.29, with the GAAP decline reflecting $578 million of impairment charges. Profitability was pressured by higher brand investment, which more than offset gross margin gains and savings from the Our Vue Forward program. Full-year operating income margin fell to 11.9% from 16.3%, while adjusted operating income margin was 21.5% versus 22.4%. Interest expense, net rose to $378 million from $250 million. Free cash flow was $1.3 billion for 2024 compared with $2.7 billion in 2023, and total debt stood at $8.6 billion at year-end. Management cited softer-than-expected sales growth, weak cold, cough and flu incidences, and go-to-market disruption in Asia Pacific. For 2025, Kenvue expects net sales change of -1% to +1%, with organic sales growth of +2% to +4% and a roughly 3% foreign currency headwind. It also expects adjusted operating income margin to improve and adjusted diluted EPS to be flat to up 2%, including a mid-single-digit unfavorable currency impact. The outlook excludes any impact from tariffs introduced in 2025.

Feb 6, 2025 8-K

Kenvue 8-K Report, Financial Results (Nov 7, 2024)

Kenvue Inc. reported third-quarter 2024 results for the fiscal period ended September 29, 2024, as described in a press release furnished as Exhibit 99.1. Net sales decreased 0.4% to $3.9 billion ($3,899 million), reflecting Organic growth of 0.9% offset by a foreign currency headwind of 1.3%. Volume declined 1.6%, while value realization (price and mix) contributed 2.5%. Diluted EPS was $0.20 versus $0.23 a year earlier, and Adjusted diluted EPS was $0.28 versus $0.31. Operating income margin fell to 16.8% from 18.1%, and Adjusted operating income margin fell to 22.1% from 23.3%, which the company attributed mainly to higher brand investment that more than offset gross margin expansion and savings from Our Vue Forward. The effective tax rate rose to 33.6% from 25.1%. For full-year 2024, the company expects Net sales growth and Organic growth toward the low end of its 1.0%-3.0% and 2.0%-4.0% outlook ranges, assuming an approximately 1% currency headwind. It reaffirmed its Adjusted diluted EPS outlook of $1.10-$1.20. Nine-month results show net income of $737 million, impairment charges of $578 million, restructuring expenses of $120 million, and free cash flow of $0.7 billion, compared with $2.0 billion a year earlier. Net debt was $7.6 billion at September 29, 2024, up from $6.9 billion at December 31, 2023.

Nov 7, 2024 10-Q

Kenvue Quarterly Report for Q3 Ended Sep 29, 2024

Kenvue Inc. reported third-quarter 2024 results for the fiscal three months ended September 29, 2024, with Net sales of $3.90 billion, essentially flat versus $3.92 billion a year earlier. Net sales decreased $16 million, or 0.4%, reflecting unfavorable foreign currency of $50 million, or 1.3%, offset by Organic growth of $34 million, or 0.9%. Net income fell to $383 million from $438 million, and diluted EPS was $0.20 versus $0.23. Operating income declined 7.9% to $654 million, pressured by higher brand marketing spend in SG&A, which rose to 40.8% of net sales from 39.1%, partly offset by gross margin expansion to 58.5% from 57.5%. For the nine months, Net income declined 44.9% to $737 million, driven largely by a $578 million impairment charge, of which $488 million related to the Dr.Ci:Labo® business. Operating cash flow was $976 million versus $2,218 million, primarily due to working capital timing. Cash and cash equivalents were $1.06 billion at quarter end, and total debt was $8.70 billion, including $1.65 billion in loans and notes payable. The company paid $1.16 billion in dividends and repurchased $114 million of shares during the nine months. The company also disclosed a 2024 Multi-Year Restructuring Initiative with expected pre-tax charges of approximately $550 million, and ongoing litigation exposures including acetaminophen, phenylephrine, benzoyl peroxide and Zantac-related matters. The company stated it is not able to reasonably estimate the likelihood or magnitude of potential liability for several of these matters.

Nov 7, 2024 10-Q

Kenvue Quarterly Report for Q2 Ended Jun 30, 2024

Kenvue Inc. reported second-quarter 2024 results in this Form 10-Q for the period ended June 30, 2024. Net sales were $4.00 billion for the fiscal three months, essentially flat versus $4.01 billion a year earlier, while gross profit rose to $2.37 billion from $2.23 billion. Operating income fell sharply to $154 million from $702 million, driven by a $510 million impairment charge, mainly a $488 million non-cash charge tied to the Dr.Ci:Labo® skin health business, along with $48 million of restructuring expenses. Net income declined to $58 million from $430 million, and diluted earnings per share were $0.03 versus $0.23. For the six months, net income was $354 million versus $899 million, and net cash from operating activities was $727 million versus $1,544 million. On the balance sheet, total assets fell to $26.44 billion from $27.85 billion at year-end 2023, largely reflecting the impairments and currency translation, and total equity declined to $10.18 billion. Loans and notes payable rose to $1.43 billion from $599 million, and cash and cash equivalents fell to $1.01 billion from $1.38 billion. The company paid $766 million in dividends in the first half and $91 million to repurchase shares. J&J's Debt for Equity Exchange in May 2024 meant J&J no longer owned any Kenvue common stock. Management approved a 2024 Multi-Year Restructuring Initiative with expected pre-tax charges of approximately $275 million in each of fiscal 2024 and 2025, and the filing discloses ongoing product liability and litigation matters, including acetaminophen, phenylephrine, and benzoyl peroxide claims, for which the company states it cannot reasonably estimate potential liability beyond amounts accrued.

Aug 6, 2024 8-K

Kenvue 8-K Report, Financial Results (Aug 6, 2024)

Kenvue Inc. (NYSE: KVUE) reported results for the fiscal second quarter ended June 30, 2024, furnishing a press release as Exhibit 99.1 under Item 2.02. Net sales were $4.0 billion, down 0.3% from the prior year period, while organic growth was 1.5%, comprised of 2.1% value realization (price and mix) and (0.6)% volume. Gross profit margin expanded 360 basis points to 59.1%, and adjusted gross profit margin expanded 410 basis points to 61.6%, reflecting supply chain productivity gains and value realization. However, diluted EPS fell to $0.03 from $0.23, primarily due to a non-cash long-lived asset impairment charge of $488 million ($337 million after-tax) tied to the Dr.Ci:Labo® business. Adjusted diluted EPS was $0.32 versus $0.31 a year earlier. Operating income margin fell to 3.9% from 17.5%, and adjusted operating income margin was 22.8% versus 23.1%, as brand investment increased. The effective tax rate was 10.8% versus 32.7%, driven by the reversal of a deferred tax liability related to the Dr.Ci:Labo® impairment. Net debt was $7.5 billion at June 30, 2024, compared with $6.9 billion at December 31, 2023, and free cash flow for the six months was $0.5 billion versus $1.4 billion a year earlier. Kenvue reaffirmed its 2024 outlook, including net sales growth of 1.0%-3.0% (2.0%-4.0% organic growth) and adjusted diluted EPS of $1.10-$1.20, based on current spot rates. Management stated it is accelerating investment in its brands following productivity gains.

Aug 6, 2024 8-K

Kenvue 8-K Report, Executive Changes (Jul 31, 2024)

In this Form 8-K dated July 2024, Kenvue Inc. reports two board changes under Item 5.02. On July 30, 2024, directors Peter M. Fasolo, Ph.D., and Joseph J. Wolk each notified the company and its Board of their decision to resign, effective December 1, 2024. To fill the seats, the Board approved an increase in its size from eleven to twelve members effective August 15, 2024, and then a decrease from twelve to eleven directors effective immediately after the Fasolo and Wolk resignations on December 1, 2024. Kathleen M. Pawlus, age 64, was appointed a director effective August 15, 2024, with a term expiring at the 2025 Annual Meeting of Shareholders, and she will serve on the Audit Committee. Kirk L. Perry, age 57, was appointed a director effective immediately after the December 1, 2024 resignations, with a term also expiring at the 2025 Annual Meeting, and he will serve on the Compensation & Human Capital Committee. The filing states that Ms. Pawlus and Mr. Perry will receive the same annual cash and equity compensation as the company's other non-employee directors, as described in the proxy statement dated April 10, 2024. It also states there are no related-party transactions under Item 404(a) of Regulation S-K and no arrangements under which either was selected as a director.

Jul 31, 2024 8-K

Kenvue 8-K Report, Shareholder Vote Results (May 28, 2024)

Kenvue Inc. held its 2024 Annual Meeting of Shareholders on May 23, 2024, and reported the final voting results in this Form 8-K. Shareholders elected all 11 director nominees named in the April 10, 2024 proxy statement to serve until the 2025 Annual Meeting. Each nominee received substantially more votes for than against, with the lowest for-vote count being 1,619,167,767 (Michael E. Sneed) and the highest being 1,704,415,691 (Richard E. Allison, Jr.). Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 1,672,496,312 votes for, 52,725,956 against, and 1,477,306 abstentions. On the frequency of future say-on-pay votes, a majority of the votes cast favored an annual vote, with 1,702,135,873 votes for every 1 year, compared with 1,254,867 for 2 years and 20,726,826 for 3 years. Based on this preference, the Board determined that future advisory votes on executive compensation will be held annually until the next frequency vote, which is expected at the 2030 Annual Meeting of Shareholders. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2024, with 1,800,563,894 votes for, 1,388,569 against, and 993,917 abstentions.

May 28, 2024 10-Q

Kenvue Quarterly Report for Q1 Ended Mar 31, 2024

Kenvue Inc. reported first-quarter 2024 results with net sales of $3.9 billion, essentially flat versus $3.85 billion a year earlier (an increase of $42 million, or 1.1%). Organic growth was $73 million, driven by value realization, partially offset by volume declines. Gross profit rose to $2.24 billion from $2.13 billion, and the filing states gross profit margin increased to 57.6% from 55.2%. Net income fell to $296 million from $469 million, or $0.15 per diluted share versus $0.27. The decline reflects higher interest expense of $95 million (versus $1 million), a $68 million impairment on the Skillman, New Jersey interim headquarters, $41 million of restructuring expenses, and higher SG&A. The prior-year period also included a GILTI accounting change that the filing says raised that period's net income by $139 million. Cash flow from operations was $287 million, down from $802 million, mainly due to working capital timing. The company paid $383 million in dividends and repurchased $91 million of shares, and it had $1.16 billion in cash and cash equivalents at quarter end. Total debt was $8.56 billion, including $7.78 billion of Senior Notes and other long-term debt and $769 million of commercial paper. Total equity declined to $10.6 billion from $11.2 billion, largely due to foreign currency translation losses in accumulated other comprehensive loss. Looking ahead, on May 6, 2024, the Board approved a multi-year initiative expected to generate pre-tax restructuring expenses and other charges of about $275 million in each of fiscal 2024 and 2025. The filing also discloses ongoing litigation, including product liability claims related to acetaminophen, phenylephrine, and benzoyl peroxide products, and securities class actions related to phenylephrine. The company states it cannot reasonably estimate the potential liability for these matters.

May 9, 2024 8-K

Kenvue 8-K Report, Financial Results (May 7, 2024)

Kenvue Inc. (NYSE: KVUE) filed this Form 8-K on May 7, 2024 to furnish its first quarter 2024 results (quarter ended March 31, 2024) and to disclose a multi-year restructuring initiative approved by the Board on May 6, 2024. In Q1 2024, net sales rose 1.1% to $3,894 million from $3,852 million, with organic growth of 1.9%, comprised of 5.0% value realization and (3.1)% volume. Reported operating income fell to $550 million from $640 million, and operating income margin declined to 14.1% from 16.6%, largely due to a $68 million fixed asset impairment related to the interim headquarters and restructuring-related expenses. Diluted earnings per share were $0.15 versus $0.27 a year earlier, while Adjusted diluted earnings per share were $0.28 versus $0.37. Adjusted operating income margin improved to 22.0% from 21.3%, and gross profit margin rose to 57.6% from 55.2%. The Board approved the initiative, which the filing says is expected to result in a net global workforce reduction of approximately 4%, annualized pre-tax gross cost savings of approximately $350 million upon full realization beginning in fiscal 2026, and pre-tax restructuring expenses and other charges of approximately $275 million in each of fiscal 2024 and fiscal 2025 (about $550 million in total). The company said it expects to reinvest all or a portion of the savings in growth, including advertising and product promotion. Kenvue reaffirmed its 2024 outlook, including reported net sales growth of 1.0% to 3.0%, organic growth of 2.0% to 4.0%, and Adjusted diluted earnings per share of $1.10 to $1.20. Free cash flow for the quarter was $0.1 billion, compared with $0.7 billion a year earlier, and net debt was $7.4 billion at March 31, 2024, up from $6.9 billion at December 31, 2023. The filing notes that the company's cost estimates are preliminary and actual charges may differ materially.

May 7, 2024 10-K

Kenvue Annual Report, Year Ended Dec 31, 2023

Kenvue Inc. (KVUE) reported net sales of $15.4 billion for the fiscal twelve months ended December 31, 2023, up $494 million, or 3.3%, from $14.95 billion in 2022. Organic growth was $747 million, driven by value realization (price including mix) and increased demand in Self Care, while Skin Health and Beauty and Essential Health saw volume declines. Net income fell to $1.66 billion from $2.06 billion, a decrease of 19.4%, as SG&A rose 9.0% to $6.1 billion, including $468 million of non-recurring Separation-related costs and higher standalone enterprise and transition services costs. Diluted EPS was $0.90 versus $1.20 in the prior year. The filing documents the completion of the separation from Johnson & Johnson: a $4.2 billion net-proceeds IPO in May 2023 of about 10.4% of common stock, followed by the August 2023 Exchange Offer that left J&J with about 9.5% ownership. Kenvue distributed $13.8 billion to J&J in connection with the Separation, funded by $7.7 billion of Senior Notes and $1.2 billion of initial commercial paper proceeds. Total debt was $8.3 billion at year end, and cash and cash equivalents were $1.4 billion. Operating cash flow was $3.2 billion, and the company paid $0.8 billion in dividends, including a quarterly dividend of $0.20 per share. The principal investor risks in the filing relate to litigation and contingent liabilities. Kenvue faces acetaminophen (Tylenol) multi-district litigation, in which a February 2024 final judgment favored the company and dismissed most cases, along with phenylephrine class actions and securities class actions filed after a September 2023 FDA advisory committee vote, for which the company states it cannot reliably estimate the outcome. Talc-related liabilities for products sold in the United States and Canada are indemnified by J&J, but liabilities for talc products sold elsewhere remain with Kenvue. The company also depends on J&J for transitional manufacturing and services, and has joint and several liability with J&J for certain prior-period U.S. federal taxes.

Mar 1, 2024 8-K

Kenvue 8-K Report, Financial Results (Feb 8, 2024)

Kenvue Inc. (NYSE: KVUE) reported full-year 2023 net sales of $15.4 billion, up 3.3% from the prior year, with organic growth of 5.0%. The increase reflected 7.7% value realization partially offset by 2.7% volume declines. Full-year diluted earnings per share were $0.90 on a reported basis and $1.29 on an adjusted basis. Reported operating income margin fell to 16.3% from 17.9%, driven by separation-related costs, while adjusted operating income margin held at 22.4%. Free cash flow for 2023 was $2.7 billion on net cash from operating activities of $3.2 billion. Fourth-quarter results were weaker. Net sales decreased 2.7% to $3.7 billion, with organic growth of (2.4)%, as volume declined 8.2%. The filing attributes about five points of that volume decline to unique factors, including lapping a strong cold, cough and flu season in the prior year, and the remaining three points mainly to softer performance in U.S. Skin Health and Beauty and continued softness in China. Fourth-quarter diluted EPS was $0.17 reported and $0.31 adjusted. Skin Health and Beauty adjusted operating income fell to $162 million from $92 million in the prior-year quarter, while Essential Health declined to $241 million from $290 million. For 2024, Kenvue guided to reported net sales growth of 1.0% to 3.0% and organic growth of 2.0% to 4.0%, with organic growth expected to improve through the year. Adjusted diluted EPS is guided to $1.10 to $1.20 on a share count of 1.92 billion, and adjusted operating income margin is expected to be slightly below 2023. Management highlighted increased brand investment and operating model optimization initiatives expected to contribute in the second half of the year. The press release is furnished under Item 2.02 and not deemed filed.

Feb 8, 2024 8-K

Kenvue 8-K Report, Executive Changes (Dec 5, 2023)

Kenvue Inc. (KVUE) filed this Current Report on Form 8-K on December 5, 2023 to disclose a leadership change. The company announced that Kathleen Widmer, Group President, North America and Latin America, will transition out of Kenvue effective December 31, 2023. The filing describes her departure as an involuntary termination without "cause" under the Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies (the "Severance Plan"). Under the terms described in the filing, Ms. Widmer's severance is conditioned on her execution of a release of claims in favor of the Company and its affiliates and her continued compliance with applicable restrictive covenant obligations. If those conditions are met, she will receive the severance payments and benefits payable to executive officers (other than the chief executive officer) under the Severance Plan. She will also receive the vesting and other treatment due under the existing terms of her long-term incentive and other awards. The filing contains no financial statements and no financial results. Its only exhibit is the Inline XBRL cover page (Exhibit 104). For investors, the primary takeaway is a senior operating executive departure, with the financial impact limited to the severance and equity award treatment set out in existing plan terms.

Dec 5, 2023 8-K

Kenvue 8-K Report, Corporate Update (Nov 17, 2023)

Kenvue Inc. filed this Current Report on Form 8-K under Item 8.01 (Other Events) to announce that it will hold its first Annual Meeting of Shareholders on May 23, 2024. The filing states that, under Kenvue's Amended and Restated Bylaws, any item of business or director nomination for the meeting must be delivered and received at the company's principal executive offices in proper written form by 5:00 p.m. ET on November 27, 2023. The company states that formal notice of the meeting, with additional information, will follow. The filing is an administrative notice rather than a disclosure of financial results, operational developments, or changes in financial condition. It contains no financial statements, and its only exhibit is the Inline XBRL cover page (Exhibit 104). For investors, the key takeaways are the date of the first annual meeting and the advance-notice deadline for shareholder proposals and director nominations. The announcement marks the first annual shareholder meeting as a public company for Kenvue, which means shareholders who wish to submit items or nominate directors should note the November 27, 2023 deadline. Further details on the meeting agenda and logistics are expected in the formal notice to follow.

Nov 17, 2023 10-Q

Kenvue Quarterly Report for Q3 Ended Oct 1, 2023

Kenvue Inc. (KVUE) reported results for the fiscal three and nine months ended October 1, 2023 in this Form 10-Q, its first quarterly report following the Separation from Johnson & Johnson. Net sales for the fiscal three months were $3.9 billion ($3,915 million), up 3.3% from $3.8 billion a year earlier, driven primarily by value realization (Price/Mix), partly offset by lower volume. Operating income fell to $710 million from $763 million, and net income declined to $438 million from $586 million, reflecting higher SG&A expenses of $1.5 billion (up 11.3%), $133 million of non-recurring Separation-related costs, and $100 million of net interest expense that did not exist in the prior-year period. Diluted EPS was $0.23 versus $0.34. For the fiscal nine months, net sales were $11.8 billion, up 5.3%, with organic growth of 7.5% stated in the filing, led by Self Care. Net income was $1,337 million compared with $1,703 million. The balance sheet was reshaped by the Separation: total debt was $8,198 million, including $7,685 million of long-term debt and $513 million of commercial paper, and Kenvue paid a $13.8 billion distribution to J&J. Total equity fell to $10,893 million from $19,970 million at January 1, 2023. Cash and cash equivalents were $1,062 million at October 1, 2023. Investors should note that the filing discloses a change in accounting principle for GILTI taxes, which lowered the fiscal nine-month provision for taxes by $127 million, and that Kenvue faces ongoing product liability and litigation matters, including Zantac, acetaminophen, benzene in sunscreen, and phenylephrine claims, for which the company says it cannot reasonably estimate potential liability. Its declared quarterly dividend is $0.20 per share, and J&J retains Talc-Related Liabilities for the United States and Canada.

Nov 3, 2023 8-K

Kenvue 8-K Report, Financial Results (Oct 26, 2023)

Kenvue Inc. (NYSE: KVUE) reported fiscal third-quarter 2023 results for the period ended October 1, 2023, with net sales increasing 3.3% to $3.9 billion (3,915 million) and organic growth of 3.6%. Growth was driven by 7.1% value realization, partly offset by 3.5% volume declines. Reported diluted EPS was $0.23 and Adjusted diluted EPS was $0.31. Net income was $438 million versus $586 million a year earlier, and Adjusted net income was $590 million versus $702 million. Gross profit margin rose to 57.5% from 56.1%, while Adjusted operating income margin declined to 23.3% from 24.5%, reflecting higher public company costs and foreign currency impacts. Interest expense, net was $100 million, reflecting a full quarter of interest expense. For fiscal 2023, the company tightened its outlook, now expecting reported net sales growth of 4.0% to 4.5% and organic growth of 5.5% to 6.0%, with foreign exchange now a headwind of roughly one to two percentage points. Adjusted diluted EPS guidance is $1.26 to $1.28, based on 1.852 billion diluted shares. The company cited a softer start to the cough, cold and flu season and greater currency headwinds. The Board declared a $0.20 per share quarterly cash dividend payable November 22, 2023, to holders of record on November 8, 2023, and authorized a share repurchase program of up to 27 million shares, intended to offset dilution from equity awards. As of October 1, 2023, cash and cash equivalents were $1.1 billion, total debt $8.2 billion and net debt $7.1 billion.

Oct 26, 2023 8-K

Kenvue 8-K Report, Change in Control (Aug 23, 2023)

On August 23, 2023, Johnson & Johnson announced the final results of its split-off exchange offer, in which it accepted 190,955,436 of its common shares in exchange for 1,533,830,450 shares of Kenvue Inc. common stock. The filing states this represents approximately 80.1% of Kenvue's outstanding common stock as of August 23, 2023. Following the exchange, Johnson & Johnson holds 182,329,550 Kenvue shares, or 9.5% of outstanding common stock. The filing reports the Item 5.01 change in control of the registrant and the completion of the separation. In a press release furnished under Item 7.01 (Exhibit 99.1), Kenvue announced that it became a fully independent company from Johnson & Johnson on August 23, 2023. Kenvue's CEO, Thibaut Mongon, described it as a historic moment. The release states the exchange offer was 4.2x subscribed and that S&P Dow Jones Indices intends to add Kenvue to the S&P 500 index effective before the opening of trading on August 25, 2023. The exchange offer was described in a Form S-4 (File No. 333-273382) filed July 24, 2023, with a final prospectus filed August 14, 2023. The Exhibit 99.1 press release describes Kenvue as the world's largest pure-play consumer health company by revenue and lists brands including Aveeno, BAND-AID, Johnson's, Listerine, Neutrogena, and Tylenol.

Aug 23, 2023 10-Q

Kenvue Quarterly Report for Q3 Ended Jul 2, 2023

Kenvue Inc. reported a quarter ended July 2, 2023 in which net sales rose to $4.01 billion from $3.80 billion, an increase of $207 million or 5.4%, driven primarily by value realization (price/mix). Net income fell to $430 million from $604 million, reflecting higher selling, general and administrative expenses (up 10.7% to $1.52 billion, including $102 million of non-recurring Separation-related costs), a higher effective tax rate of 32.7% versus 22.1%, and $53 million of net interest expense. Operating income declined 8.8% to $702 million, and Adjusted operating income fell 5.0% to $1.03 billion. For the six months, net sales were $7.86 billion (up 6.3%) and net income was $760 million versus $1.13 billion a year earlier. The period was dominated by the Separation from Johnson & Johnson: Kenvue sold 198.7 million shares in its May 2023 IPO at $22 per share for net proceeds of about $4.2 billion, issued $7.75 billion of senior notes, and distributed $13.8 billion to J&J. J&J retains roughly 89.6% of the outstanding shares. Total debt stood at $8.44 billion at quarter-end, against $1.23 billion of cash and cash equivalents, and total equity fell to $11.04 billion from $20.02 billion. Investors should note the Talc-Related Liabilities for products sold in the United States and Canada are indemnified by J&J, while the company retains exposure for talc products sold elsewhere. The filing also discloses a $188 million valuation allowance on foreign tax credit assets, ongoing Zantac and Tylenol-related litigation where the company cannot estimate potential liability, and a planned $0.20 per share third-quarter dividend. Operating cash flow rose to $1.54 billion from $1.15 billion.

Aug 2, 2023 8-K

Kenvue 8-K Report, Financial Results (Jul 20, 2023)

Kenvue Inc. (NYSE: KVUE) reported results for the fiscal second quarter ended July 2, 2023. Net sales rose 5.4% to $4.0 billion, with Organic growth of 7.7%. Organic growth comprised 9.4% value realization and a 1.7% volume decline, and the company said volume was about flat excluding portfolio rationalization and the suspension of personal care product sales in Russia. Reported EPS was $0.23 and Adjusted EPS was $0.32. Net income was $430 million versus $604 million a year earlier, and Adjusted net income was $581 million versus $732 million. Gross profit margin was 55.5% versus 56.7%, and Adjusted EBITDA margin was 24.5% versus 26.8%. The filing attributes margin pressure to sustained cost inflation, foreign currency fluctuations, and incremental ongoing public company costs. Separation-related costs were $102 million in the quarter. For fiscal 2023, Kenvue expects reported net sales growth of 4.5% to 5.5% and Organic growth of 5.5% to 6.5%. The company cites first-half benefits, including a one-time restocking benefit in the first quarter and high cold and flu incidence rates, and expects foreign exchange to be a headwind of approximately one percentage point to reported net sales growth. Adjusted EPS guidance is $1.26 to $1.31, based on a diluted weighted average share count of 1.855 billion. The reported effective tax rate is expected to be 34.5% to 35.5%. The Board declared a $0.20 per share cash dividend for the third quarter, payable September 7, 2023 to holders of record on August 28, 2023. The filing furnishes the press release under Item 2.02 and states that this information is not deemed "filed" under Section 18 of the Exchange Act.

Jul 20, 2023 10-Q

Kenvue Quarterly Report for Q2 Ended Apr 2, 2023

Kenvue Inc. filed this Form 10-Q for the fiscal quarter ended April 2, 2023, its first quarterly report as a company that had been a wholly owned subsidiary of Johnson & Johnson. Net sales rose to $3.85 billion from $3.59 billion in the prior-year quarter, an increase of $262 million or 7.3%, with organic net sales up $403 million (11.2%) after $141 million of unfavorable currency effects. Price actions and stronger Cough, Cold and Allergy demand drove growth, while Essential Health sales declined 1.1%. Net income fell to $330 million from $528 million, mainly because the provision for taxes rose to $279 million from $84 million, including a $171 million valuation allowance on foreign tax credit benefits tied to the new debt. Adjusted net income was $630 million versus $613 million, and Adjusted EBITDA was $867 million versus $801 million. The balance sheet changed significantly as a result of the Separation financing. On March 22, 2023, Kenvue issued $7.75 billion of senior unsecured notes, with net proceeds of about $7.7 billion held as restricted cash of $7.7 billion at quarter end. Long-term debt stood at $7.68 billion, and the company had undrawn access to a $4.0 billion revolving credit facility and a $4.0 billion commercial paper program. Subsequent to quarter end, the company completed its initial public offering on May 8, 2023, selling 198,734,444 shares at $22 per share for net proceeds of $4.2 billion, and paid $13.2 billion to J&J as partial consideration for the business transfer. J&J retains approximately 89.6% ownership after the offering. Investors should note that the company's historical results are presented on a combined, carve-out basis from J&J and may not reflect standalone costs. Separation-related costs were $98 million in the quarter, up from $10 million, and management expects them to continue through at least fiscal 2024. Talc-related liabilities in the United States and Canada are indemnified by J&J, while the company retains exposure for talc products sold elsewhere. The filing also discloses ongoing product liability litigation related to acetaminophen, Zantac indemnification demands, and a benzene-related sunscreen settlement that is subject to appeal.

Jun 2, 2023 8-K

Kenvue 8-K Report, Material Agreement (May 8, 2023)

On May 8, 2023, Kenvue Inc. completed its initial public offering of 198,734,444 shares of common stock, including the underwriters' full exercise of their over-allotment option of 25,921,884 shares, at $22.00 per share for net proceeds of $4,241 million. Prior to the IPO, Kenvue was a wholly owned subsidiary of Johnson & Johnson. The net proceeds will be paid to Johnson & Johnson as partial consideration for the consumer health business that Johnson & Johnson transferred to Kenvue. Following the closing, Johnson & Johnson owns 1,716,160,000 shares, or approximately 89.6% of the total outstanding shares of Kenvue common stock. In connection with the IPO, Johnson & Johnson and Kenvue entered into a Separation Agreement on May 3, 2023, which governs the internal reorganization, allocation of assets and liabilities, rights relating to the IPO, and any future distribution by Johnson & Johnson of its remaining Kenvue shares. The companies also entered into a tax matters agreement, an employee matters agreement, an intellectual property agreement, a trademark phase-out license agreement dated April 3, 2023, a transition services agreement, a transition manufacturing agreement, and a registration rights agreement. Kenvue also amended and restated its certificate of incorporation and bylaws effective May 3, 2023. Governance changes accompany the IPO. Nine directors were appointed effective May 8, 2023, the closing date, and Vasant Prabhu was appointed effective May 4, 2023, the date Kenvue common stock began trading on the New York Stock Exchange. Standing committees were established for Audit, Compensation & Human Capital, Nominating, Governance & Sustainability, and Executive. The filing refers to the Registration Statement on Form S-1 for further details on these agreements and governance matters.

May 8, 2023