Cover
Cover - shares | 3 Months Ended | |
Apr. 02, 2023 | May 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 02, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41697 | |
Entity Registrant Name | Kenvue Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-1032011 | |
Entity Address, Address Line One | 199 Grandview Road | |
Entity Address, City or Town | Skillman | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08558 | |
City Area Code | 908 | |
Local Phone Number | 874-1200 | |
Title of 12(b) Security | Common Stock, Par Value $0.01 | |
Trading Symbol | KVUE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,914,894,444 | |
Entity Central Index Key | 0001944048 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Combined Balance Shee
Condensed Combined Balance Sheets - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Current assets | ||
Cash and cash equivalents | $ 1,691 | $ 1,231 |
Trade receivables, less allowances for credit losses ($38 and $35 as of April 2, 2023 and January 1, 2023, respectively) | 2,109 | 2,122 |
Inventories | 2,222 | 2,226 |
Prepaid expenses and other receivables | 242 | 175 |
Other current assets | 175 | 123 |
Total current assets | 6,439 | 5,877 |
Property, plant, and equipment, net | 1,836 | 1,820 |
Intangible assets, net | 9,837 | 9,853 |
Goodwill | 9,234 | 9,185 |
Deferred taxes on income | 168 | 147 |
Restricted cash | 7,695 | 0 |
Other assets | 386 | 434 |
Total assets | 35,595 | 27,316 |
Current liabilities | ||
Accounts payable | 1,781 | 1,829 |
Accrued liabilities | 987 | 906 |
Accrued rebates, returns, and promotions | 838 | 862 |
Accrued taxes on income | 604 | 329 |
Total current liabilities | 4,210 | 3,926 |
Employee related obligations | 228 | 214 |
Long-term debt | 7,676 | 0 |
Deferred taxes on income | 2,683 | 2,428 |
Other liabilities | 516 | 727 |
Total liabilities | 15,313 | 7,295 |
Commitments and contingencies (Note 13) | ||
Equity | ||
Net investment from Parent | 25,521 | 25,474 |
Accumulated other comprehensive loss | (5,239) | (5,453) |
Total equity | 20,282 | 20,021 |
Total Liabilities and Equity | $ 35,595 | $ 27,316 |
Condensed Combined Balance Sh_2
Condensed Combined Balance Sheets (Parenthetical) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Current assets | ||
Allowance for credit loss | $ 38 | $ 35 |
Condensed Combined Statements o
Condensed Combined Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 3,852 | $ 3,590 |
Cost of sales | 1,727 | 1,634 |
Gross profit | 2,125 | 1,956 |
Selling, general, and administrative expenses | 1,502 | 1,350 |
Other income, net, operating | (17) | (5) |
Operating income | 640 | 611 |
Other expense (income), net | 31 | (1) |
Income before taxes | 609 | 612 |
Provision for taxes | 279 | 84 |
Net income | $ 330 | $ 528 |
NET EARNINGS PER SHARE | ||
Basic (per share) | $ 0.19 | $ 0.31 |
Diluted (per share) | $ 0.19 | $ 0.31 |
Basic and diluted weighted-average common shares | ||
Basic (shares) | 1,716 | 1,716 |
Diluted (in shares) | 1,716 | 1,716 |
Condensed Combined Statements_2
Condensed Combined Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 330 | $ 528 |
Other comprehensive income (loss) | ||
Foreign currency translation, net of taxes | 161 | (280) |
Employee benefit plans, net of taxes | 14 | 3 |
Derivatives and hedges, net of taxes | 39 | (4) |
Other comprehensive income (loss) | 214 | (281) |
Comprehensive income | 544 | 247 |
Provision for taxes | $ 279 | $ 84 |
Condensed Combined Statements_3
Condensed Combined Statements of Equity - USD ($) $ in Millions | Total | Net Investment from Parent | Accumulated Other Comprehensive Loss |
Beginning balance at Jan. 02, 2022 | $ 20,399 | $ 24,872 | $ (4,473) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income | 528 | 528 | 0 |
Other comprehensive income | (281) | 0 | (281) |
Net transfers to the Parent | (181) | (181) | 0 |
Ending balance at Apr. 03, 2022 | 20,465 | 25,219 | (4,754) |
Beginning balance at Jan. 01, 2023 | 20,021 | 25,474 | (5,453) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income | 330 | 330 | 0 |
Other comprehensive income | 214 | 0 | 214 |
Net transfers to the Parent | (283) | (283) | 0 |
Ending balance at Apr. 02, 2023 | $ 20,282 | $ 25,521 | $ (5,239) |
Condensed Combined Statements_4
Condensed Combined Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 330 | $ 528 |
Adjustments to reconcile net income to cash flows from operating activities | ||
Depreciation and amortization | 152 | 165 |
Stock-based compensation | 35 | 35 |
Deferred income taxes | 167 | 20 |
Other | 0 | (2) |
Net changes in assets and liabilities | ||
Trade receivables | 23 | (60) |
Inventories | 17 | (194) |
Other current and non-current assets | (13) | 68 |
Accounts payable | (54) | (126) |
Accrued liabilities | 52 | (161) |
Employee related obligations | 10 | 6 |
Accrued taxes on income | 272 | 36 |
Other liabilities | (189) | 23 |
Net cash flows from operating activities | 802 | 338 |
Cash flows used in investing activities | ||
Purchases of property, plant, and equipment | (55) | (37) |
Proceeds from sale of assets | 14 | 0 |
Other | 0 | (5) |
Net cash flows used in investing activities | (41) | (42) |
Cash flows (used in) from financing activities | ||
(Payments of) proceeds from loans and notes payable | (12) | 6 |
Proceeds from long-term debt, net of issuance costs | 7,686 | 0 |
Net transfer to the Parent | (286) | (216) |
Net cash flows from (used in) financing activities | 7,388 | (210) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 6 | 3 |
Cash and cash equivalents and restricted cash, beginning of period | 1,231 | 740 |
Net increase in cash and cash equivalents and restricted cash | 8,155 | 89 |
Cash and cash equivalents and restricted cash, end of period | $ 9,386 | $ 829 |
Description of the Company and
Description of the Company and Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Company and Summary of Significant Accounting Policies | Description of the Company and Summary of Significant Accounting Policies Description of the Company and Business Segments Kenvue Inc. (“Kenvue” or the “Company”) was formed as a wholly owned subsidiary of Johnson & Johnson (“J&J” or the “Parent”) and sells a broad range of products used in the baby care, oral care, skin health and beauty, over-the-counter pharmaceutical, sanitary protection, and wound care markets. These products are marketed to the general public through e-commerce, direct-to-consumer channels, and to retail outlets and distributors throughout the world. The Company is organized into three business segments: Self Care, Skin Health and Beauty, and Essential Health. The Self Care segment includes a broad product range such as cough, cold and allergy, pain care, as well as digestive health, smoking cessation, and other products. The Skin Health and Beauty segment is focused on face and body care and hair, sun, and other products. The Essential Health segment includes oral care, baby care, as well as women’s health, wound care, and other products. In November 2021, the Parent announced its intention to separate its Consumer Health segment (the “Consumer Health Business”) into a new, publicly traded company (the “Separation”). Prior to the Kenvue IPO (as defined below), the Company was wholly owned by J&J and primarily represented the Consumer Health Business. The Company also included certain other product lines previously reported in another segment of J&J. On April 4, 2023, in connection with the Separation, J&J completed in all material respects the transfer of the assets and liabilities of the Consumer Health Business to the Company and its subsidiaries, other than the transfer of assets and liabilities in certain jurisdictions where the Company and J&J will defer the transfer of such assets and assumption of liabilities and other immaterial assets (such transfer, the “Consumer Health Business Transfer”). The registration statement related to the initial public offering of Kenvue’s common shares was declared effective on May 3, 2023, and Kenvue’s common shares began trading on the New York Stock Exchange under the ticker symbol “KVUE” on May 4, 2023 (the “Kenvue IPO”). On May 8, 2023, the Kenvue IPO was completed through the sale of 198,734,444 shares of common stock, par value $0.01 per share, including the underwriters’ full exercise of their option to purchase 25,921,884 shares to cover over-allotments, at an initial public offering price of $22 per share for net proceeds of $4.2 billion after deducting underwriting discounts and commissions of $131 million. On May 8, 2023, as partial consideration for the Consumer Health Business Transfer, the Company paid $13.2 billion to J&J from the (1) net proceeds received from the sale of the common shares in the Kenvue IPO and (2) net proceeds received from the Debt Financing Transactions as defined in Note 4, “Borrowings”. As of the closing of the Kenvue IPO, J&J owned 1,716,160,000 shares of Kenvue common stock, or approximately 89.6% of the total outstanding shares of Kenvue common stock and, as such, will continue to consolidate the financial results of Kenvue until the Separation is complete. J&J has informed the Company that it intends to make a tax-free distribution to its shareholders of all or a portion of its remaining equity interest in the Company, but J&J has no obligation to complete such distribution. Basis of Presentation The Company has historically operated as a segment of the Parent and not as a separate entity. These Condensed Combined Financial Statements of the Company have been derived from the consolidated financial statements of the Parent to present the Condensed Combined Balance Sheets as of April 2, 2023 and January 1, 2023 and the related Condensed Combined Statements of Operations, Comprehensive Income, Equity, and Cash Flows for the fiscal three months ended April 2, 2023 and April 3, 2022 as if the Company had been operated on a standalone basis for the periods presented. It is Kenvue’s practice to establish actual quarterly closing dates using a predetermined fiscal calendar, which allows the business to close their books on Sunday at the end of the period. The Condensed Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the Parent’s historical accounting policies, by aggregating financial information from the components of the Company and the Parent’s accounting records directly attributable to the Company for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. The Condensed Combined Balance Sheet as of January 1, 2023 was derived from audited financial statements, but does not include all disclosures required by accounting principles. Accordingly, the accompanying Condensed Combined Financial Statements and related notes should be read in conjunction with the audited combined financial statements and related notes as contained in the Company’s final prospectus (the “IPO Prospectus”) filed on May 4, 2023 with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Act,”) relating to the Company’s Registration Statement on Form S-1. The Condensed Combined Financial Statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. The Condensed Combined Financial Statements of the Company include the assets, liabilities, revenues, and expenses that J&J’s management has determined are specifically or primarily identifiable to the Company, as well as direct and indirect costs that are attributable to the operations of the Company. Indirect costs are the costs of support functions that are provided on a centralized or geographic basis by the Parent and its affiliates, which include, but are not limited to, facilities, insurance, logistics, quality, compliance, finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance, other professional services, and general commercial support functions. Indirect costs have been allocated to the Company for the purposes of preparing the Condensed Combined Financial Statements based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method, primarily net sales, headcount, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or benefit received by the Company during the periods presented, depending on the nature of the services received. Management considers that such allocations have been made on a reasonable basis consistent with benefits received but may not necessarily be indicative of the costs that would have been incurred if the Company had been operated on a standalone basis for the periods presented. The Company is incurring certain non-recurring Separation-related costs in its establishment as a standalone public company and those costs determined to be for the benefit of the Company are included in the Condensed Combined Financial Statements. These non-recurring Separation-related costs were $98 million and $10 million for the fiscal three months ended April 2, 2023 and April 3, 2022, respectively, and are included within Selling, general, and administrative expenses. Use of Estimates The preparation of the Condensed Combined Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Estimates are used when accounting for sales discounts, trade promotions, rebates, allowances and incentives, product liabilities, income taxes and related valuation allowance, withholding taxes, depreciation, amortization, employee benefits, contingencies, allocations of cost and expenses from the Parent and its affiliates, and intangible asset and liability valuations. Actual results may or may not differ from those estimates. Restricted Cash Restricted cash relates to funds restricted as to withdrawal or use under the terms of certain contractual agreements, and classified as a current or non-current asset based on the timing and nature of when or how the cash is expected to be used. As of April 2, 2023, the Company had Restricted cash of $7.7 billion from the Debt Financing Transactions, which the Company classified as a non-current asset as the proceeds will not be used to fund current operations. The Restricted cash was held in an escrow account with funds invested in money market accounts until the Consumer Health Business Transfer was completed. On April 4, 2023, the Consumer Health Business Transfer was completed, and as such, the Restricted cash was released from escrow on April 5, 2023 and paid to J&J as partial consideration for the Consumer Health Business Transfer. Debt Discounts and Premiums, Issuance Costs, and Deferred Financing Costs Debt issuance costs and discounts are presented as a reduction of Long-term debt and are amortized as a component of interest expense included in Other expense (income), net, on the Company’s Condensed Combined Statements of Operations over the term on the related debt using the effective interest method. Research and Development Research and development expenses are expensed as incurred and included within Selling, general, and administrative expenses. Research and development costs were $89 million and $88 million for the fiscal three months ended April 2, 2023 and April 3, 2022, respectively. Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation, including the realignment of certain allocations in segment financial results. For additional information on the realignment of certain allocations in segment financial results, see Note 14, “Segments of Business”. Recently Adopted Accounting Standards Accounting Standards Update 2022-04: Liabilities-Supplier Finance Programs (Topic 405-50) – Disclosure of Supplier Finance Program Obligations The Company adopted the standard as of the beginning of fiscal year 2023, which requires that a buyer in a supplier finance program disclose additional information about the program for financial statement users. As of April 2, 2023, the Company participated in the Parent’s supplier financing program and has facilitated a voluntary supply chain financing program to provide some of its suppliers with the opportunity to sell receivables due from the Company (the Company’s accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. The Company is not a party to the arrangements between the suppliers and the third-party financial institutions. The Company’s obligations to its suppliers, including amounts due, and scheduled payment dates (which have general payment terms of 90 days), are not affected by a participating supplier’s decision to participate in the program. |
Inventories
Inventories | 3 Months Ended |
Apr. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of April 2, 2023 and January 1, 2023, inventories were comprised of: (Dollars in Millions) April 2, 2023 January 1, 2023 Raw materials and supplies $ 329 $ 351 Goods in process 129 123 Finished goods 1,764 1,752 Total inventories $ 2,222 $ 2,226 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Apr. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill As of April 2, 2023 and January 1, 2023, the gross and net amounts of intangible assets were: April 2, 2023 January 1, 2023 (Dollars in Millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Patents and trademarks $ 4,450 $ (1,551) $ 2,899 $ 4,400 $ (1,485) $ 2,915 Customer relationships 2,142 (1,095) 1,047 2,127 (1,063) 1,064 Other intangibles 1,346 (659) 687 1,343 (650) 693 Total definite-lived intangible assets $ 7,938 $ (3,305) $ 4,633 $ 7,870 $ (3,198) $ 4,672 Indefinite-lived intangible assets: Trademarks 5,144 — 5,144 5,122 — 5,122 Other 60 — 60 59 — 59 Total intangible assets, net $ 13,142 $ (3,305) $ 9,837 $ 13,051 $ (3,198) $ 9,853 The weighted average amortization period for patents and trademarks is 20 years. The weighted average amortization period for customer relationships is 31 years and is driven by large established distributors in various regional markets. These customers have been operating in these markets for many years and are expected to continue to operate in these markets for the foreseeable future. The weighted average amortization period for other intangible assets is 34 years. A majority of the other intangible assets relates to the Parent’s acquisition of Pfizer Consumer Health in 2006. The amortization expense of amortizable assets included in Cost of sales was $81 million and $93 million, for the fiscal three months ended April 2, 2023 and April 3, 2022, respectively. Amortization of intangible assets was inclusive of amortization on trademarks of $41 million and $50 million, for the fiscal three months ended April 2, 2023 and April 3, 2022, respectively. Amortization on the remaining intangible assets was $40 million and $43 million for the fiscal three months ended April 2, 2023 and April 3, 2022, respectively. Carrying amount changes for the fiscal three months ended April 2, 2023 were primarily driven by currency translation. The estimated amortization expense before tax for the remainder of 2023 and the five succeeding years is approximately: (Dollars in Millions) Remainder of 2023 2024 2025 2026 2027 2028 $ 236 $ 304 $ 280 $ 276 $ 272 $ 268 Goodwill by reportable segment was as follows: (Dollars in Millions) Self Care Skin Health and Beauty Essential Health Total Goodwill at January 1, 2023 $ 5,194 $ 2,365 $ 1,626 $ 9,185 Currency translation/other 36 1 12 49 Goodwill at April 2, 2023 $ 5,230 $ 2,366 $ 1,638 $ 9,234 |
Borrowings
Borrowings | 3 Months Ended |
Apr. 02, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The components of Long-term debt as of April 2, 2023 and January 1, 2023 were as follows: (Dollars in Millions) April 2, 2023 January 1, 2023 Senior Notes 5.50% Senior Notes due 2025 $ 750 $ — 5.35% Senior Notes due 2026 750 — 5.05% Senior Notes due 2028 1,000 — 5.00% Senior Notes due 2030 1,000 — 4.90% Senior Notes due 2033 1,250 — 5.10% Senior Notes due 2043 750 — 5.05% Senior Notes due 2053 1,500 — 5.20% Senior Notes due 2063 750 — Discounts and debt issuance costs (75) — Other 1 — Total long-term debt $ 7,676 $ — Senior Notes On March 22, 2023, the Company issued eight series of senior unsecured notes (the “Senior Notes”) in an aggregate principal amount of $7.75 billion in a private placement. The net proceeds to the Company from the Senior Notes were approximately $7.7 billion after deductions of discounts and issuance costs of $75 million. The net proceeds are reflected as Restricted cash on the Company’s Condensed Combined Balance Sheets and were released from escrow on April 5, 2023 and paid to J&J. The unamortized debt issuance costs related to the Senior Notes at April 2, 2023 were approximately $75 million. The interest payments are due on March 22 and September 22 of each year, commencing on September 22, 2023. The weighted average effective interest rate of the Company’s total Long-term debt as of April 2, 2023 was 5.1%. The Senior Notes were initially fully and unconditionally guaranteed on a senior unsecured basis by the Parent. Such guarantees of the Senior Notes were automatically and unconditionally terminated upon the completion of the Consumer Health Business Transfer and the occurrence of the initial registration of the Company’s equity securities. On May 3, 2023, such guarantees were terminated. The Company used the proceeds from the offering of the Senior Notes as partial consideration to the Parent for the Consumer Health Business that the Parent transferred to the Company. In connection with the issuance of the Senior Notes, the Company entered into a registration rights agreement with the initial purchasers, pursuant to which the Company is obligated to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement with respect to an offer to exchange each series of Senior Notes for registered notes with terms that are substantially identical in all material respects to the notes of such series. The Company may redeem the notes of a series of Senior Notes at its option, in whole or in part, at any time and from time to time by paying a “make whole” premium, plus accrued and unpaid interest to, but excluding, the applicable redemption date. On and after the applicable par call date (between 0 and 6 months prior to maturity, based on the series), the Company may redeem the notes of a series of Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the notes of such series being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. The Company’s Senior Notes are governed by an indenture and supplemental indenture between the Company and a trustee (collectively, the “indenture”). The indenture contains certain covenants, including limitations on the Company and certain of its subsidiaries’ ability to incur liens or engage in sale leaseback transactions. The indenture also contains restrictions on the Company’s ability to consolidate, merge or sell substantially all of its assets. In addition, the indenture contains other customary terms, including certain events of default, upon the occurrence of which, the Senior Notes may be declared immediately due and payable. As of April 2, 2023, the Company was in compliance with all financial covenants and no default or event of default has occurred. The Company accrued interest expense of $11 million for the three months ended April 2, 2023 related to its Senior Notes included in Other expense (income), net and Accrued liabilities on the Company’s Condensed Combined Statements of Operations. The Company recognized $10 million of interest income earned on the money market accounts the Senior Notes proceeds were held in and amortization of the gain on the settlement of interest rate swaps related to the Senior Notes. See Note 12, “Fair Value Measurements,” for discussion on the settlement of these interest rate swaps. Long-term debt was recorded at the carrying amount. The estimated fair value of long-term debt is $8.0 billion as of April 2, 2023. Fair value was estimated using market prices, which were corroborated by quoted broker prices and significant other observable inputs and would be considered Level 2 in the fair value hierarchy. The schedule of principal payments required on long-term debt for the next five years, including 2023 and thereafter, is as fol lows: (Dollars in Millions) Remainder of 2023 2024 2025 2026 2027 Thereafter $ — $ — $ 750 $ 750 $ — $ 6,250 Revolving Credit Facility On March 6, 2023, the Company entered into a credit agreement providing for a five-year senior unsecured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $4.0 billion to be made available in U.S. dollars and Euros. Interest is payable on the loans under the Revolving Credit Facility at (1) in the case of borrowings denominated in U.S. dollars, adjusted Term Secured Overnight Financing Rate (“Term SOFR”) (or, at the Company’s option, the adjusted base rate), (2) in the case of borrowings denominated in Euros, adjusted Euro Interbank Offered Rate (“EURIBOR”) and (3) in the case of swingline borrowings, the daily simple Euro Short-Term Rate (“ESTR”), plus, in each case, a margin determined pursuant to a pricing grid based on the Company’s credit ratings. The Revolving Credit Facility fees and letter of credit fees are determined based upon the same grid. Interest payments are due (1) in the case of Term SOFR or EURIBOR borrowings, on the last day of each interest period applicable to the borrowing (or, in the case of any borrowing with an interest period of more than three months’ duration, every three months), (2) in the case of an adjusted base rate borrowing, on the last day of each March, June, September, and December and (3) in the case of swingline borrowings, on the fifth business day after the borrowing. In connection with entering the Revolving Credit Facility, the Company paid an immaterial amount of debt issuance costs. These costs related to securing the Revolving Credit Facility are presented within Prepaid expenses and other receivables on the Condensed Combined Balance Sheets. The Revolving Credit Facility contains representations and warranties, covenants and events of default that are customary for this type of financing, including covenants restricting the incurrence of liens and the entry into certain merger transactions. The Parent initially unconditionally guaranteed all of the obligations of the borrowers under the Revolving Credit Facility on an unsecured basis. Such guarantees of the Revolving Credit Facility were automatically terminated upon the completion of the Consumer Health Business Transfer and the occurrence of the initial registration of the Company’s equity securities. On May 3, 2023, such guarantees were terminated. Kenvue will unconditionally guarantee all of the obligations of the borrowers (other than itself) under the Revolving Credit Facility on an unsecured basis. As of April 2, 2023, the Company had no outstanding balances under its Revolving Credit Facility. Commercial Paper Program On March 3, 2023, the Company entered into a commercial paper program (the “Commercial Paper Program”). The Company’s Board of Directors has authorized the issuance of up to $4.0 billion in aggregate principal amount of commercial paper under the Commercial Paper Program. Any such issuance will mature within 364 days from date of issue. The Commercial Paper Program contains representations and warranties, covenants and default that are customary for this type of financing. The commercial paper notes issued under the Commercial Paper Program are unsecured notes ranking at least pari passu with all of the Company’s other senior unsecured indebtedness. As of April 2, 2023, the Company had no outstanding balances under its Commercial Paper Program. Subsequent to April 2, 2023 and prior to the Kenvue IPO, the Company issued $1.25 billion under the Commercial Paper Program, which, collectively with the Senior Notes, are referred to as the “Debt Financing Transactions”. |
Pensions
Pensions | 3 Months Ended |
Apr. 02, 2023 | |
Retirement Benefits [Abstract] | |
Pensions | Pensions Single Employer Plans Net periodic benefit costs for the Company’s defined benefit retirement plans sponsored by the Company for the fiscal three months ended April 2, 2023 and April 3, 2022, included the following components: (Dollars in Millions) April 2, 2023 April 3, 2022 Service cost $ 5 $ 2 Interest cost 3 1 Recognized actuarial loss — 1 Expected return on plan assets (3) — Net periodic benefit cost $ 5 $ 4 The service cost component of net periodic benefit cost is presented in the same line items on the Company’s Condensed Combined Statements of Operations where other employee compensation costs are reported, including Cost of sales and Selling, general, and administrative expenses. All other components of net periodic benefit costs are presented as part of Other expense (income), net on the Company’s Condensed Combined Statements of Operations. Multiemployer Plans The Parent has defined benefit pension plans covering eligible employees in the United States and in certain of its international subsidiaries. The Parent also provides medical benefits, principally to its U.S. retirees and their dependents through its other postretirement benefit plans. The participation of the Company’s employees and retirees in these plans is reflected as though the Company participated in a multiemployer plan with the Parent. Liabilities associated with these plans are not reflected in the Company’s Condensed Combined Balance Sheets. The Condensed Combined Statements of Operations include expense allocations for these benefits, which were determined using a proportional allocation method. Total benefit plan expense allocated to the Company amounted to $16 million and $12 million for the fiscal three months ended April 2, 2023 and April 3, 2022, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Apr. 02, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Components of other comprehensive loss consisted of the following: (Dollars in Millions) Foreign Currency Translation (1) Employee Benefit Plans (2) Gain On Derivatives & Hedges (3) Total Accumulated Other Comprehensive Loss January 1, 2023 $ (5,474) $ 12 $ 9 $ (5,453) Net change 161 14 39 214 April 2, 2023 $ (5,313) $ 26 $ 48 $ (5,239) (Dollars in Millions) Foreign Currency Translation (1) Employee Benefit Plans (2) Loss On Derivatives & Hedges (3) Total Accumulated Other Comprehensive Loss January 2, 2022 $ (4,421) $ (51) $ (1) $ (4,473) Net change (280) 3 (4) (281) April 3, 2022 $ (4,701) $ (48) $ (5) $ (4,754) (1) Foreign currency translation adjustments for the fiscal three months ended April 2, 2023 and April 3, 2022 were net of provision (benefit) for taxes of $21 million and $(12) million, respectively. (2) Employee benefit plans for the fiscal three months ended April 2, 2023 and April 3, 2022 were net of provision (benefit) of taxes of $1 million and $(1) million, respectively. (3) Gain on derivatives and hedges for the fiscal three months ended April 2, 2023 was net of provision of taxes of $13 million. Amounts in Accumulated other comprehensive loss are presented net of the related tax impact. Foreign currency translation is not adjusted for income taxes where it relates to permanent investments in international operations. For additional details on comprehensive income, see the Condensed Combined Statements of Comprehensive Income. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Apr. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation On March 7, 2022, the Parent’s Board of Directors approved the 2022 Long-Term Incentive Plan (the “2022 Plan”) providing the grant of non-qualified stock options, incentive stock options, stock appreciation rights, Restricted Stock Units (“RSUs”), performance shares, Performance Stock Units (“PSUs”), other stock-based awards, and cash awards to employees and directors including the Company’s personnel. The 2022 Plan became effective in April 2022. All options and restricted shares granted subsequent to that date were under this plan. The components and classification of stock-based compensation expense related to stock options, RSUs, and PSUs directly attributable to those employees specifically identified as employees of the Company and allocations from the Parent for the fiscal three months ended April 2, 2023 and April 3, 2022, were as follows: (Dollars in Millions) April 2, 2023 April 3, 2022 Cost of sales $ 4 $ 8 Selling, general, and administrative expenses 31 27 Stock-based compensation expense $ 35 $ 35 |
Related Parties
Related Parties | 3 Months Ended |
Apr. 02, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The Company has not historically operated as a standalone business and the Condensed Combined Financial Statements are derived from the consolidated combined financial statements and accounting records of the Parent. The following disclosure summarizes activity between the Company and Parent. Cost Allocations from Parent Parent provides significant support functions to the Company. The Condensed Combined Financial Statements reflect an allocation of these costs. Similarly, certain of the Company’s operations provide support to the Parent’s affiliates and related costs for support are charged to the Parent’s affiliates. Allocated costs included in Cost of sales on the Company’s Condensed Combined Statements of Operations relate to enterprise-wide support primarily consisting of facilities, insurance, logistics, quality and compliance which are predominantly allocated based on Net sales. Allocated costs included in Selling, general, and administrative expenses primarily relate to finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance, other professional services, and general commercial support functions and are predominantly allocated based on Net sales or headcount. See Note 1, “Description of the Company and Summary of Significant Accounting Policies,” for a discussion of these costs and the methodology used to allocate them. These allocations (excluding stock-based compensation expense), net of costs charged to the Parent’s affiliates reflected on the Company’s Condensed Combined Statements of Operations for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: (Dollars in Millions) April 2, 2023 April 3, 2022 Cost of sales $ 9 $ 36 Selling, general, and administrative expenses 87 157 Total $ 96 $ 193 Management believes these cost allocations are a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Company during the periods presented. The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone public company. Actual costs that may have been incurred if the Company had been a standalone public company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company’s employees, and strategic decisions made in areas such as manufacturing, selling and marketing, research and development, information technology and infrastructure. As of January 2, 2023, the Company began operating independently and received a lower degree of support functions from the Parent during the current period and therefore the allocations decreased significantly from the comparable period. Net Transfers to the Parent Net transfers to the Parent are included within Net investment from Parent on the Condensed Combined Balance Sheets and Condensed Combined Statements of Equity and within financing activities on the Condensed Combined Statements of Cash Flows and represent the net effect of transactions between the Company and Parent. The Company reclassified approximately $200 million of unrecognized tax benefits and associated interest as a current liability within Accrued taxes on income on the Condensed Combined Balance Sheet as of April 2, 2023. Subsequent to April 2, 2023, the Company’s Parent made a payment to the U.S. Treasury for the estimated liability related to auditing tax years 2013 through 2016 (the “2013-2016 IRS Audit”), which included $200 million related to the Consumer Health Business. The completion of this tax audit may result in additional adjustments to the Company’s unrecognized tax benefit liability. The components of Net transfers to the Parent for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: (Dollars in Millions) April 2, 2023 April 3, 2022 Cash pooling and general financing activities $ (409) $ (408) Corporate cost allocations 96 193 Taxes deemed settled with the Parent 27 — Allocated derivative and hedging losses — (1) Net transfers to the Parent as reflected in the Condensed Combined Statements of Cash Flows $ (286) $ (216) Stock-based compensation expense 35 35 Other (32) — Net transfers to the Parent as reflected in the Condensed Combined Statements of Equity $ (283) $ (181) |
Other income, net, operating an
Other income, net, operating and Other expense (income), net | 3 Months Ended |
Apr. 02, 2023 | |
Other Income and Expenses [Abstract] | |
Other income, net, operating and Other expense (income), net | Other income, net, operating and Other expense (income), net Other income, net, operating for the fiscal three months ended April 2, 2023 and April 3, 2022 consisted of: (Dollars in Millions) April 2, 2023 April 3, 2022 Royalty income $ (7) $ (7) (Gain)/loss on disposal of fixed assets (9) 2 Other (1) — Total Other income, net, operating $ (17) $ (5) Other expense (income), net for the fiscal three months ended April 2, 2023 and April 3, 2022 consisted of: (Dollars in Millions) April 2, 2023 April 3, 2022 Currency losses (gains) on transactions $ 16 $ (7) Other (1) 15 6 Total Other expense (income), net $ 31 $ (1) (1) Other consists primarily of gains and losses on investments, other than service cost components of net periodic benefit costs, and miscellaneous non-operating (income) expenses. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The worldwide effective income tax rates for the fiscal three months ended April 2, 2023 and April 3, 2022 were 45.8% and 13.7%, respectively. With the issuance of debt in the first quarter of 2023, the resulting increase in annual interest reduced the Company’s capacity to utilize foreign tax credits against U.S. foreign source income. As a result, the Company recorded a $171 million valuation allowance against a deferred tax asset related to future foreign tax credit benefits thus increasing the reported rate in the first quarter of 2023 as compared to the first quarter of 2022. This was partially offset by additional discrete tax benefits. The effective income tax rate for the fiscal three months ended April 3, 2022 was lower due to the recognition of discrete foreign tax credit benefits. During the periods presented in the Condensed Combined Financial Statements, the Company operated as part of the Parent and did not file income tax returns on a standalone basis in all jurisdictions in which it operates. However, for the purposes of the Condensed Combined Financial Statements, the income taxes and related income tax accounts have been calculated using the separate return method as if the Company filed income tax returns on a standalone basis. In the future, as a standalone company, the income taxes and related income tax accounts of the Company may differ from those presented in the Condensed Combined Financial Statements. As of April 2, 2023, the Company had approximately $563 million of liabilities from unrecognized tax benefits. The Company conducts business and files tax returns in numerous countries and currently has tax audits in progress in several jurisdictions. With respect to the United States, the IRS is currently conducting the 2013-2016 IRS Audit. The Company currently expects completion of this audit and settlement of the related tax liabilities in the next 12 months. In other major jurisdictions where the Company conducts business, the years that remain open to tax audit go back to the year 2008. The Company believes it is possible that tax audits may be completed over the next 12 months by taxing authorities in some jurisdictions outside of the United States. However, the Company is not able to provide a reasonably reliable estimate of the timing of any future tax payments or the amount of possible changes to the total unrecognized tax benefits associated with any audit closures or other events. The Company classifies liabilities for unrecognized tax benefits and related interest and penalties as long-term liabilities on the Condensed Combined Balance Sheets. Interest expense and penalties related to unrecognized tax benefits are classified as income tax expense on the Company’s Condensed Combined Statements of Operations. On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (“IRA”), which, among other things, introduces a 15% corporate alternative minimum tax based on adjusted financial statement income of certain large corporations with a three-year average adjusted financial statement income in excess of $1.0 billion, an excise tax on corporate stock buybacks, and several tax incentives to promote clean energy. Based on the Company’s preliminary analysis, the IRA is not expected to have a material impact on the Company’s Condensed Combined Financial Statements. The Company will continue to evaluate the impact of this law as additional guidance and clarification becomes available. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Apr. 02, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Prior to the completion of the Kenvue IPO, the Company had 1,716,160,000 of common shares issued and outstanding, of which 1,716,159,990 shares were issued to Johnson & Johnson through a subscription agreement in May 2023. For the purposes of the Company’s earnings per share calculations, the shares issued through the subscription agreement are being treated akin to shares attributable to a stock split and, as a result, are being retrospectively presented for all of the periods. For the periods prior to the Kenvue IPO, there were no dilutive equity instruments or equity awards of the Company outstanding prior to the Kenvue IPO. Net income per share for the fiscal three months ended April 2, 2023 and April 3, 2022 was calculated as follows: (In Millions, Except Per Share Data) April 2, 2023 April 3, 2022 Net income $ 330 $ 528 Basic and diluted weighted-average common shares 1,716 1,716 Basic and diluted net income per share $ 0.19 $ 0.31 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value measurements are estimated based on valuations techniques and inputs categorized as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities • Level 2 – Significant other observable outputs • Level 3 – Significant unobservable outputs If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: April 2, 2023 January 1, 2023 (Dollars in Millions) Carrying Value Level 1 Level 2 Level 3 Carrying Value Level 1 Level 2 Level 3 Derivatives designated as cash flow hedges Assets: Forward foreign exchange contracts $ 57 $ — $ 57 $ — $ 39 $ — $ 39 $ — Interest rate swaps — — — — 29 — 29 — Total 57 — 57 — 68 — 68 — Liabilities: Forward foreign exchange contracts (26) — (26) — (15) — (15) — Interest rate swaps — — — — (39) — (39) — Total (26) — (26) — (54) — (54) — Net amount presented in Prepaid expenses and other receivables: $ 31 $ — 31 $ — $ 14 $ — 14 $ — The carrying amount of Cash and cash equivalents, Restricted cash, Trade receivables, Prepaid expenses and other receivables, and loans and notes payable approximated fair value as of April 2, 2023 and January 1, 2023. The fair value of forward foreign exchange contracts is the aggregation by currency of all future cash flows discounted to its present value at the prevailing market interest rates and subsequently converted to the U.S. Dollar at the current spot foreign exchange rate. The interest rate swaps are recorded at fair value that is derived from observable market data, including yield curves. All derivative instruments are classified as Level 2 securities. The Company does not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a material effect on the Company’s results of operations, cash flows, or financial position. There were no transfers between Level 1, Level 2, or Level 3 during the fiscal three months ended April 2, 2023 and fiscal year ended January 1, 2023. In certain jurisdictions, the Company uses forward foreign exchange contracts to manage its exposures to the variability of foreign exchange rates. Changes in the fair value of derivatives were recorded each period in earnings or Other comprehensive income (loss), depending on whether the derivative is designated as part of a hedge transaction, and if so, the type of hedge transaction. Since 2022, the Company has entered into forward foreign exchange contracts to hedge a portion of forecasted cash flows denominated in foreign currency. The terms of these contracts are generally 12 months to 18 months. These contracts are designated as cash flow hedging relationships at the date of contract inception, in accordance with the appropriate accounting guidance. At inception, all designated hedging relationships are expected to be highly effective. These contracts are accounted for using the forward method and all gains/losses associated with these contracts are recorded in Other comprehensive income (loss). The Company reclassifies the gains and losses related to these contracts at the time the inventory is sold to the customer into Net sales or Cost of sales on the Company’s Condensed Combined Statements of Operations, as applicable. During the fiscal three months ended April 2, 2023, the Company recorded gains on forward foreign exchange contracts designated as cash flow hedges within Other comprehensive income (loss) of $17 million, and reclassified $11 million into earnings. During the fiscal three months ended April 3, 2022, the company recorded losses on forward foreign exchange contracts designated as cash flow hedges within Other comprehensive income (loss) of $3 million and reclassified $1 million into earnings. The fair value of the Company’s foreign currency exchange contracts as of April 2, 2023 was included in Prepaid expenses and other receivables, on the Company’s Condensed Combined Balance Sheets. Since 2022, the Company has entered into forward currency exchange contracts to offset the foreign currency exposure related to the settlement of payables and receivables of the Company. These contracts are not designated as cash flow hedging relationships, and the net allocated gains and losses related to these contracts were recognized within Other expense (income), net on the Company’s Condensed Combined Statements of Operations. Beginning in the fourth quarter of 2022, the Company entered into forward starting interest rate swaps in contemplation of securing long-term financing for the Separation or for other long-term financing purposes in the event the Separation did not occur. The Company designated these derivatives as cash flow hedges to reduce future interest rate exposure related to changes in the benchmark interest rate on forecasted 5-year, 10-year, and 30-year bonds that the Company issued in 2023. During the fiscal three months ended April 2, 2023, the Company recorded a gain of approximately $48 million in Accumulated other comprehensive loss. Upon the issuance of the forecasted debt, the Company settled its forward starting interest rate swaps and received $38 million in cash. The gain in Accumulated other comprehensive loss will be amortized and recorded in Other expense (income), net on the Company’s Condensed Combined Statements of Operations over the life of the 5-year, 10-year, The following table sets forth the notional amounts of the Company’s outstanding derivative instruments: April 2, 2023 January 1, 2023 (Dollars in Millions) Forward foreign exchange contracts Interest rate swaps Total Forward foreign exchange contracts Interest rate swaps Total Cash flow hedges $ 3,007 $ — $ 3,007 $ 1,768 $ 2,400 $ 4,168 On an ongoing basis, the Company assesses whether each derivative continues to be highly effective in offsetting changes of hedged items. When a derivative is no longer expected to be highly effective, hedge accounting is discontinued. Cash flows from derivatives designated in hedging relationships are reflected in the Combined Statement of Cash Flows consistent with the presentation of the hedged item. Cash flows from derivatives that were not accounted for as designated hedging relationships reflect the classification of the cash flows associated with the activities being economically hedged. The following table is a summary of the activity related to derivatives and hedges for the fiscal three months ended April 2, 2023 and April 3, 2022: April 2, 2023 April 3, 2022 (Dollars in Millions) Net Sales Cost of Sales Other (income) expense, net Net Sales Cost of Sales Other (income) expense, net Gain (loss) on cash flow hedges $ 1 $ 10 $ — $ 3 $ — $ (2) Gain on forward currency exchange contracts not designated as hedges $ — $ — $ 6 $ — $ — $ 8 As of April 2, 2023, the balance of deferred net gain on derivatives included in Accumulated other comprehensive loss was $39 million after-tax. Credit Risk The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material as it is the Company’s policy to contract with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations. The Company has negotiated International Swaps and Derivatives Association, Inc. master agreements with its counterparties, which contain master netting provisions providing the legal right and ability to offset exposures across trades with each counterparty. Given the rights provided by these contracts, the Company presents derivative balances based on its “net” counterparty exposure. These agreements do not require the posting of collateral. Investments in Equity Securities The Company measures equity investments without readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. As of April 2, 2023 and January 1, 2023, such investments totaled $56 million and were included in Other assets on the Condensed Combined Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 02, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company and/or certain of its subsidiaries are involved from time to time in various lawsuits and claims relating to intellectual property, commercial contracts, product liability, labeling, marketing, advertising, pricing, antitrust and trade regulation, labor and employment, indemnification, data privacy and security, environmental, health and safety, and tax matters, governmental investigations, and other legal proceedings that arise in the ordinary course of their business. The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. As of April 2, 2023, the Company has determined that the liabilities associated with certain litigation matters are probable and can be reasonably estimated. The Company may accrue for certain of these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with Accounting Standards Codification (“ASC”) 450-20-25. For these and other litigation and regulatory matters discussed below for which a loss is probable or reasonably possible, the Company is unable to estimate the possible loss or range of loss beyond the amounts accrued. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; significant facts are in dispute; procedural or jurisdictional issues exist; the number of potential claims is certain or predictable; comprehensive multi-party settlements are achievable; there are complex related cross-claims and counterclaims; and/or there are numerous parties involved. The Company does not record an accrual until a loss is determined to be probable and can be reasonably estimated. In the Company’s opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company’s Condensed Combined Balance Sheets, is not expected to have a material adverse effect on the Company’s financial position. However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company’s results of operations and cash flows for that period. Product Liability The Company and/or certain of its subsidiaries are involved in numerous product liability claims and lawsuits involving multiple products. Claimants in these cases seek substantial compensatory and, where available, punitive damages. While the Company believes it has substantial defenses, it is not feasible to predict the ultimate outcome of litigation. From time to time, even if it has substantial defenses, the Company considers isolated settlements based on a variety of circumstances. The Company may establish accruals for product liability claims and lawsuits in compliance with ASC 450-20-25 based on currently available information, which in some cases may be limited. The Company may accrue an estimate of the legal defense costs needed to defend each matter when those costs are probable and can be reasonably estimated. For certain of these matters, the Company may accrue additional amounts such as estimated costs associated with settlements, damages and other losses. Product liability accruals can represent projected product liability for thousands of claims around the world, each in different litigation environments and with different fact patterns. Changes to the accruals may be required in the future as additional information becomes available. Claims for personal injury have been made against Johnson & Johnson Consumer Inc. (“JJCI”) arising out of the use of Tylenol, an over-the-counter pain medication, alleging that in utero exposure to acetaminophen (the active ingredient in Tylenol) is associated with the development of autism spectrum disorder and/or attention-deficit/hyperactivity disorder in children. In October 2022, lawsuits filed in federal courts in the United States were organized as a multi-district litigation in the U.S. District Court for the Southern District of New York. No trial dates have been set in these actions. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. In addition, lawsuits have been filed in Canada against the Company’s Canadian affiliate and J&J. General Litigation In 2006, J&J acquired Pfizer’s over-the-counter (“OTC”) business including the U.S. rights to OTC Zantac, which were on-sold to Boehringer Ingelheim (“BI”) as a condition to merger control approval such that BI assumed product liability risk for U.S. sales after 2006. J&J received indemnification from BI and gave Pfizer indemnification in connection with the transfer of the Zantac business to BI from Pfizer, through J&J. In November 2019, J&J received a demand for indemnification from Pfizer, pursuant to the 2006 Stock and Asset Purchase Agreement between J&J and Pfizer. In January 2020, J&J received a demand for indemnification from BI, pursuant to the 2006 Asset Purchase Agreement among J&J, Pfizer and BI. Pursuant to the agreements, Pfizer and BI have asserted indemnification claims against J&J ostensibly related to Zantac sales by Pfizer. In November 2022, J&J received a demand for indemnification from GlaxoSmithKline LLC (“GSK”), pursuant to the 2006 Stock and Asset Purchase Agreement between J&J and Pfizer, and certain 1993, 1998, and 2002 agreements between Glaxo Wellcome and Warner-Lambert entities. The notices seek indemnification for legal claims related to over-the-counter Zantac (ranitidine) products. Plaintiffs in the underlying actions allege that Zantac and other over-the-counter medications that contain ranitidine may degrade and result in unsafe levels of NDMA (N-nitrosodimethylamine) and can cause or have caused various cancers in patients using the products and seek declaratory and monetary relief. J&J has rejected all the demands for indemnification relating to the underlying actions. No J&J entity sold Zantac in the United States. In 2016, Johnson & Johnson Inc. (Canadian affiliate) (“JJI”) sold the Canadian Zantac business to Sanofi Consumer Health, Inc. (“Sanofi”). Under the 2016 Asset Purchase Agreement between JJI and Sanofi (the “2016 Purchase Agreement”), Sanofi assumed certain liabilities including those pertaining to Zantac (ranitidine) product sold by Sanofi after closing and losses arising from or relating to recalls, withdrawals, replacements or related market actions or post-sale warning in respect of products sold by Sanofi after the closing, and JJI is required to indemnify Sanofi for certain other excluded liabilities. In November 2019, JJI received a notice reserving rights to claim indemnification from Sanofi pursuant to the 2016 Purchase Agreement. The notice refers to indemnification for legal claims in class actions and various individual personal injury actions with similar allegations to the U.S. litigation related to over-the-counter Zantac (ranitidine) products. J&J and/or JJI have also been named in four of the seven putative class actions filed in Canada with similar allegations regarding Zantac or ranitidine use. Of the four putative class actions naming J&J and/or JJI, the British Columbia action has been stayed, the Alberta action has been discontinued, and the Quebec action has been stayed. The Ontario action is pending, but not currently active. JJI was also named as a defendant, along with other manufacturers, in various personal injury actions in Canada related to Zantac products. JJI has provided Sanofi notice reserving rights to claim indemnification pursuant to the 2016 Purchase Agreement related to the class actions and personal injury actions. It is not possible, at this stage, to assess reliably the outcome of these lawsuits or the potential financial impact on the Company. Beginning in May 2021, multiple putative class actions were filed in state and federal courts (California, Florida, New York, and New Jersey) against various J&J entities alleging violations of state consumer fraud statutes based on nondisclosure of alleged benzene contamination of certain Neutrogena and Aveeno sunscreen products and the affirmative promotion of those products as “safe”; and, in at least one case, alleging strict liability manufacturing defect and failure to warn claims, asserting that the named plaintiffs suffered unspecified injuries as a result of alleged exposure to benzene. The Judicial Panel on Multi-District Litigation has consolidated all pending actions, except one case pending in New Jersey state court, in the U.S. District Court for the Southern District of Florida, Fort Lauderdale Division. In October 2021, an affiliate of the Company reached an agreement in principle for the settlement of a nationwide class, encompassing the claims of the consolidated actions, subject to approval by the Florida federal Court. In December 2021, plaintiffs in the consolidated actions filed a motion for preliminary approval of a nationwide class settlement. In February 2023, an order granting final approval of the settlement, certifying the settlement class and awarding attorney’s fees was entered. A Notice of Appeal was filed in April 2023. J&J (subsequently substituted by JJCI) along with more than 120 other companies, is a defendant in a cost recovery and action brought by Occidental Chemical Corporation in June 2018 in the U.S. District Court for the District of New Jersey, related to the clean-up of a section of the Lower Passaic River in New Jersey. Certain defendants (not including JJCI) have executed a settlement with US EPA and US DOJ, which is subject to public comment. The settlement, if judicially approved, will be confirmed through a judicial Consent Decree. The case has been administratively closed but can be re-opened upon request, following a decision on the Consent Decree. The Company or its subsidiaries are also parties to various proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act, commonly known as Superfund, and comparable state, local or foreign laws in which the primary relief sought is the company’s agreement to implement remediation activities at designated hazardous waste sites or to reimburse the government or third parties for the costs they have incurred in performing remediation at such sites. Other A significant number of personal injury claims alleging that talc causes cancer were made against J&J and certain of its affiliates arising out of the use of body powders containing talc, primarily Johnson’s Baby Powder. These personal injury suits were filed primarily in state and federal courts in the United States and in Canada. Pursuant to the Separation Agreement, J&J has retained all liabilities on account of or relating to harm arising out of, based upon or resulting from, directly or indirectly, the presence of or exposure to talc or talc-containing products sold by J&J or its affiliates in the United States and Canada (the “Talc-Related Liabilities”) and, as a result, has agreed to indemnify the Company for the Talc-Related Liabilities and any costs associated with resolving such claims. The Company will, however, remain responsible for all liabilities on account of or relating to harm arising out of, based upon or resulting from, directly or indirectly, the presence of or exposure to talc or talc-containing products sold outside the United States or Canada. |
Segments of Business
Segments of Business | 3 Months Ended |
Apr. 02, 2023 | |
Segment Reporting [Abstract] | |
Segments of Business | Segments of Business The Company has historically operated as part of the Parent, reported under the Parent’s segment structure and historically the Chief Operating Decision Maker (“CODM”) was the Consumer Health Segment Operating Committee. As the Company transitioned into an independent, publicly traded company, the Company’s CODM was determined to be the Kenvue Leadership Team as they are responsible for allocating resources and assessing performance. Based on how the CODM assesses operating performance on a regular basis, makes resource allocation decisions, and designates responsibilities of their direct reports, the Company is organized as three operating segments, which are also its reportable segments: (i) Self Care, (ii) Skin Health and Beauty, and (iii) Essential Health. Prior period presentations conform to the current segment reporting structure. Segment profit is based on Operating income, excluding depreciation and amortization, non-recurring Separation-related costs, restructuring expense, Other income, net, operating, and unallocated general corporate administrative expenses (referred to herein as “Adjusted operating income”), as management excludes these items in assessing segment financial performance. General corporate/unallocated expenses, which include treasury and legal operations and certain expenses, gains and losses related to the overall management of the Company, are not allocated to the segments. In assessing segment performance and managing operations, management does not review segment assets. The Company operates the business through the following three reportable business segments: Reportable Segments Product Categories Self Care Cough, Cold and Allergy Pain Care Other Self Care (Digestive Health, Smoking Cessation, and Other) Skin Health and Beauty Face and Body Care Hair, Sun and Other Essential Health Oral Care Baby Care Other Essential Health (Women’s Health and Wound Care) The Company’s product categories as a percentage of Net sales for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: April 2, 2023 April 3, 2022 Cough, Cold and Allergy 14 % 14 % Pain Care 14 % 12 % Other Self Care 14 % 14 % Face and Body Care 20 % 20 % Hair, Sun and Other 9 % 9 % Oral Care 9 % 10 % Baby Care 9 % 10 % Other Essential Health 11 % 11 % Total 100 % 100 % Segment Net Sales and Adjusted Operating Income Segment net sales and Adjusted operating income for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: Net Sales (Dollars in Millions) April 2, 2023 April 3, 2022 Self Care $ 1,640 $ 1,465 Skin Health and Beauty 1,111 1,012 Essential Health 1,101 1,113 Total $ 3,852 $ 3,590 Adjusted Operating Income (Dollars in Millions) April 2, 2023 April 3, 2022 Self Care $ 582 $ 474 Skin Health and Beauty 150 127 Essential Health 210 246 Total Adjusted operating income (1) $ 942 $ 847 Reconciliation to Income before taxes: General corporate/unallocated expenses 69 52 Other income, net, operating (17) (5) Restructuring (2) — 14 Depreciation and amortization 152 165 Separation-related costs 98 10 Total operating income $ 640 $ 611 Other expense (income), net 30 (1) Interest expense (3) 1 — Income before taxes $ 609 $ 612 (1) For the first quarter of 2023, the Company adjusted the allocation for certain intangible asset amortization costs within Cost of Sales to align with segment financial results as measured by the Company, including the CODM. Accordingly, the Company has updated its segment disclosures to reflect the updated presentation in all prior periods. Total Adjusted operating income did not change as a result of this update. (2) Exclusive of the restructuring expense included in Other income, net, operating on the Company’s Condensed Combined Statements of Operations. (3) Interest expense is included in Other expense (income), net on the Company’s Condensed Combined Statements of Operations. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 3 Months Ended |
Apr. 02, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Liabilities | Accrued and Other Liabilities Accrued liabilities consisted of: (Dollars in Millions) April 2, 2023 January 1, 2023 Accrued expenses $ 564 $ 447 Accrued compensation and benefits 156 272 Lease liability 32 35 Other accrued liabilities 235 152 Accrued liabilities $ 987 $ 906 Other liabilities consisted of: (Dollars in Millions) April 2, 2023 January 1, 2023 Accrued income taxes - noncurrent $ 363 $ 584 Noncurrent lease liability 85 81 Other noncurrent accrued liabilities 68 62 Other liabilities $ 516 $ 727 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 02, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Kenvue IPO The registration statement related to the initial public offering of Kenvue’s common shares was declared effective on May 3, 2023, and Kenvue’s common shares began trading on the New York Stock Exchange under the ticker symbol “KVUE” on May 4, 2023. For more information, see Note 1, “Description of the Company and Summary of Significant Accounting Policies”. Global Corporate Headquarters Lease On April 20, 2023, the Company entered into a long-term lease for a newly-renovated office building and a newly-constructed research and development building in Summit, New Jersey that, when completed, will encompass a total of approximately 290,000 square feet and serve as the Company’s new global corporate headquarters. The expected lease expense is approximately $10 million per year with an initial term of 15 years. In addition to corporate office space, this campus will house laboratory space to principally support research and development. The relocation to this campus is expected to commence in 2025 for the office building and continue through 2026 for occupancy into the new research and development building. The Company will continue to operate from its interim corporate headquarters in Skillman, New Jersey until that time. Separation Agreement In connection with the Kenvue IPO, the Parent and Kenvue entered into a separation agreement (the “Separation Agreement”) on May 3, 2023. The Separation Agreement sets forth certain agreements between the Parent and Kenvue regarding, among other matters: • the principal corporate actions and internal reorganization pursuant to which the Parent transferred the Consumer Health Business to Kenvue; • the allocation of assets and liabilities to the Parent and Kenvue; • the Parent’s and Kenvue’s respective rights and obligations with respect to the Kenvue IPO; • certain matters with respect to any subsequent distribution or other disposition by the Parent of the shares of Kenvue Common Stock owned by the Parent following the Kenvue IPO (the “Distribution”); and • other agreements governing aspects of Kenvue’s relationship with the Parent following the Kenvue IPO. Related Agreements In connection with the Kenvue IPO, the Parent and Kenvue also entered into various other material agreements. These agreements were entered into on May 3, 2023, unless otherwise indicated, and consist of the following: • a tax matters agreement, which governs the Parent’s and Kenvue’s respective rights, responsibilities and obligations with respect to all tax matters, including tax liabilities, tax attributes, tax contests and tax returns; • an employee matters agreement, which addresses certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to Kenvue’s employees and compensation and benefit plans and programs in which Kenvue’s employees participate prior to the date of the Distribution, if pursued; • an intellectual property agreement, which governs the Parent’s and Kenvue’s respective rights, responsibilities and obligations with respect to intellectual property matters, excluding certain intellectual property matters with respect to trademarks; • a trademark phase-out license agreement, dated as of April 3, 2023, and pursuant to which the Parent granted to Kenvue a license to use certain trademarks owned by the Parent on a transitional basis following the completion of the Kenvue IPO; • a transition services agreement, pursuant to which the Parent will provide to Kenvue certain services for terms of varying duration following the Kenvue IPO; • a transition manufacturing agreement, pursuant to which the Parent will provide to Kenvue certain manufacturing services for terms of varying duration following the Kenvue IPO; and • a registration rights agreement, pursuant to which Kenvue granted to the Parent certain registration rights with respect to the shares of Kenvue common stock owned by the Parent following the completion of the Kenvue IPO. |
Description of the Company an_2
Description of the Company and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Segments | The Company is organized into three business segments: Self Care, Skin Health and Beauty, and Essential Health. The Self Care segment includes a broad product range such as cough, cold and allergy, pain care, as well as digestive health, smoking cessation, and other products. The Skin Health and Beauty segment is focused on face and body care and hair, sun, and other products. The Essential Health segment includes oral care, baby care, as well as women’s health, wound care, and other products. |
Basis of Presentation | Basis of Presentation The Company has historically operated as a segment of the Parent and not as a separate entity. These Condensed Combined Financial Statements of the Company have been derived from the consolidated financial statements of the Parent to present the Condensed Combined Balance Sheets as of April 2, 2023 and January 1, 2023 and the related Condensed Combined Statements of Operations, Comprehensive Income, Equity, and Cash Flows for the fiscal three months ended April 2, 2023 and April 3, 2022 as if the Company had been operated on a standalone basis for the periods presented. It is Kenvue’s practice to establish actual quarterly closing dates using a predetermined fiscal calendar, which allows the business to close their books on Sunday at the end of the period. The Condensed Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the Parent’s historical accounting policies, by aggregating financial information from the components of the Company and the Parent’s accounting records directly attributable to the Company for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. The Condensed Combined Balance Sheet as of January 1, 2023 was derived from audited financial statements, but does not include all disclosures required by accounting principles. Accordingly, the accompanying Condensed Combined Financial Statements and related notes should be read in conjunction with the audited combined financial statements and related notes as contained in the Company’s final prospectus (the “IPO Prospectus”) filed on May 4, 2023 with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Act,”) relating to the Company’s Registration Statement on Form S-1. The Condensed Combined Financial Statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. The Condensed Combined Financial Statements of the Company include the assets, liabilities, revenues, and expenses that J&J’s management has determined are specifically or primarily identifiable to the Company, as well as direct and indirect costs that are attributable to the operations of the Company. Indirect costs are the costs of support functions that are provided on a centralized or geographic basis by the Parent and its affiliates, which include, but are not limited to, facilities, insurance, logistics, quality, compliance, finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance, other professional services, and general commercial support functions. |
Use of Estimates | Use of Estimates The preparation of the Condensed Combined Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Estimates are used when accounting for sales discounts, trade promotions, rebates, allowances and incentives, product liabilities, income taxes and related valuation allowance, withholding taxes, depreciation, amortization, employee benefits, contingencies, allocations of cost and expenses from the Parent and its affiliates, and intangible asset and liability valuations. Actual results may or may not differ from those estimates. |
Restricted Cash | Restricted Cash Restricted cash relates to funds restricted as to withdrawal or use under the terms of certain contractual agreements, and classified as a current or non-current asset based on the timing and nature of when or how the cash is expected to be used. As of April 2, 2023, the Company had Restricted cash of $7.7 billion from the Debt Financing Transactions, which the Company classified as a non-current asset as the proceeds will not be used to fund current operations. The Restricted cash was held in an escrow account with funds invested in money market accounts until the Consumer Health Business Transfer was completed. On April 4, 2023, the Consumer Health Business Transfer was completed, and as such, the Restricted cash was released from escrow on April 5, 2023 and paid to J&J as partial consideration for the Consumer Health Business Transfer. |
Debt Discounts and Premiums, Issuance Costs, and Deferred Financing Costs | Debt Discounts and Premiums, Issuance Costs, and Deferred Financing Costs Debt issuance costs and discounts are presented as a reduction of Long-term debt and are amortized as a component of interest expense included in Other expense (income), net, on the Company’s Condensed Combined Statements of Operations over the term on the related debt using the effective interest method. |
Research and Development | Research and DevelopmentResearch and development expenses are expensed as incurred and included within Selling, general, and administrative expenses. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation, including the realignment of certain allocations in segment financial results. For additional information on the realignment of certain allocations in segment financial results, see Note 14, “Segments of Business”. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Accounting Standards Update 2022-04: Liabilities-Supplier Finance Programs (Topic 405-50) – Disclosure of Supplier Finance Program Obligations The Company adopted the standard as of the beginning of fiscal year 2023, which requires that a buyer in a supplier finance program disclose additional information about the program for financial statement users. As of April 2, 2023, the Company participated in the Parent’s supplier financing program and has facilitated a voluntary supply chain financing program to provide some of its suppliers with the opportunity to sell receivables due from the Company (the Company’s accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. The Company is not a party to the arrangements between the suppliers and the third-party financial institutions. The Company’s obligations to its suppliers, including amounts due, and scheduled payment dates (which have general payment terms of 90 days), are not affected by a participating supplier’s decision to participate in the program. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | As of April 2, 2023 and January 1, 2023, inventories were comprised of: (Dollars in Millions) April 2, 2023 January 1, 2023 Raw materials and supplies $ 329 $ 351 Goods in process 129 123 Finished goods 1,764 1,752 Total inventories $ 2,222 $ 2,226 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | As of April 2, 2023 and January 1, 2023, the gross and net amounts of intangible assets were: April 2, 2023 January 1, 2023 (Dollars in Millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Patents and trademarks $ 4,450 $ (1,551) $ 2,899 $ 4,400 $ (1,485) $ 2,915 Customer relationships 2,142 (1,095) 1,047 2,127 (1,063) 1,064 Other intangibles 1,346 (659) 687 1,343 (650) 693 Total definite-lived intangible assets $ 7,938 $ (3,305) $ 4,633 $ 7,870 $ (3,198) $ 4,672 Indefinite-lived intangible assets: Trademarks 5,144 — 5,144 5,122 — 5,122 Other 60 — 60 59 — 59 Total intangible assets, net $ 13,142 $ (3,305) $ 9,837 $ 13,051 $ (3,198) $ 9,853 |
Intangible Asset Amortization Expense | The estimated amortization expense before tax for the remainder of 2023 and the five succeeding years is approximately: (Dollars in Millions) Remainder of 2023 2024 2025 2026 2027 2028 $ 236 $ 304 $ 280 $ 276 $ 272 $ 268 |
Goodwill | Goodwill by reportable segment was as follows: (Dollars in Millions) Self Care Skin Health and Beauty Essential Health Total Goodwill at January 1, 2023 $ 5,194 $ 2,365 $ 1,626 $ 9,185 Currency translation/other 36 1 12 49 Goodwill at April 2, 2023 $ 5,230 $ 2,366 $ 1,638 $ 9,234 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The components of Long-term debt as of April 2, 2023 and January 1, 2023 were as follows: (Dollars in Millions) April 2, 2023 January 1, 2023 Senior Notes 5.50% Senior Notes due 2025 $ 750 $ — 5.35% Senior Notes due 2026 750 — 5.05% Senior Notes due 2028 1,000 — 5.00% Senior Notes due 2030 1,000 — 4.90% Senior Notes due 2033 1,250 — 5.10% Senior Notes due 2043 750 — 5.05% Senior Notes due 2053 1,500 — 5.20% Senior Notes due 2063 750 — Discounts and debt issuance costs (75) — Other 1 — Total long-term debt $ 7,676 $ — |
Schedule of Maturities of Long-Term Debt | The schedule of principal payments required on long-term debt for the next five years, including 2023 and thereafter, is as fol lows: (Dollars in Millions) Remainder of 2023 2024 2025 2026 2027 Thereafter $ — $ — $ 750 $ 750 $ — $ 6,250 |
Pensions (Tables)
Pensions (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost | Net periodic benefit costs for the Company’s defined benefit retirement plans sponsored by the Company for the fiscal three months ended April 2, 2023 and April 3, 2022, included the following components: (Dollars in Millions) April 2, 2023 April 3, 2022 Service cost $ 5 $ 2 Interest cost 3 1 Recognized actuarial loss — 1 Expected return on plan assets (3) — Net periodic benefit cost $ 5 $ 4 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income | Components of other comprehensive loss consisted of the following: (Dollars in Millions) Foreign Currency Translation (1) Employee Benefit Plans (2) Gain On Derivatives & Hedges (3) Total Accumulated Other Comprehensive Loss January 1, 2023 $ (5,474) $ 12 $ 9 $ (5,453) Net change 161 14 39 214 April 2, 2023 $ (5,313) $ 26 $ 48 $ (5,239) (Dollars in Millions) Foreign Currency Translation (1) Employee Benefit Plans (2) Loss On Derivatives & Hedges (3) Total Accumulated Other Comprehensive Loss January 2, 2022 $ (4,421) $ (51) $ (1) $ (4,473) Net change (280) 3 (4) (281) April 3, 2022 $ (4,701) $ (48) $ (5) $ (4,754) (1) Foreign currency translation adjustments for the fiscal three months ended April 2, 2023 and April 3, 2022 were net of provision (benefit) for taxes of $21 million and $(12) million, respectively. (2) Employee benefit plans for the fiscal three months ended April 2, 2023 and April 3, 2022 were net of provision (benefit) of taxes of $1 million and $(1) million, respectively. (3) Gain on derivatives and hedges for the fiscal three months ended April 2, 2023 was net of provision of taxes of $13 million. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The components and classification of stock-based compensation expense related to stock options, RSUs, and PSUs directly attributable to those employees specifically identified as employees of the Company and allocations from the Parent for the fiscal three months ended April 2, 2023 and April 3, 2022, were as follows: (Dollars in Millions) April 2, 2023 April 3, 2022 Cost of sales $ 4 $ 8 Selling, general, and administrative expenses 31 27 Stock-based compensation expense $ 35 $ 35 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | These allocations (excluding stock-based compensation expense), net of costs charged to the Parent’s affiliates reflected on the Company’s Condensed Combined Statements of Operations for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: (Dollars in Millions) April 2, 2023 April 3, 2022 Cost of sales $ 9 $ 36 Selling, general, and administrative expenses 87 157 Total $ 96 $ 193 The components of Net transfers to the Parent for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: (Dollars in Millions) April 2, 2023 April 3, 2022 Cash pooling and general financing activities $ (409) $ (408) Corporate cost allocations 96 193 Taxes deemed settled with the Parent 27 — Allocated derivative and hedging losses — (1) Net transfers to the Parent as reflected in the Condensed Combined Statements of Cash Flows $ (286) $ (216) Stock-based compensation expense 35 35 Other (32) — Net transfers to the Parent as reflected in the Condensed Combined Statements of Equity $ (283) $ (181) |
Other income, net, operating _2
Other income, net, operating and Other expense (income), net (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Other income, net, operating for the fiscal three months ended April 2, 2023 and April 3, 2022 consisted of: (Dollars in Millions) April 2, 2023 April 3, 2022 Royalty income $ (7) $ (7) (Gain)/loss on disposal of fixed assets (9) 2 Other (1) — Total Other income, net, operating $ (17) $ (5) |
Schedule of Other Nonoperating Income (Expense) | Other expense (income), net for the fiscal three months ended April 2, 2023 and April 3, 2022 consisted of: (Dollars in Millions) April 2, 2023 April 3, 2022 Currency losses (gains) on transactions $ 16 $ (7) Other (1) 15 6 Total Other expense (income), net $ 31 $ (1) (1) Other consists primarily of gains and losses on investments, other than service cost components of net periodic benefit costs, and miscellaneous non-operating (income) expenses. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic Net Earnings per Share to Diluted Net Earnings per Share | Net income per share for the fiscal three months ended April 2, 2023 and April 3, 2022 was calculated as follows: (In Millions, Except Per Share Data) April 2, 2023 April 3, 2022 Net income $ 330 $ 528 Basic and diluted weighted-average common shares 1,716 1,716 Basic and diluted net income per share $ 0.19 $ 0.31 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Instruments | The following table sets forth the notional amounts of the Company’s outstanding derivative instruments: April 2, 2023 January 1, 2023 (Dollars in Millions) Forward foreign exchange contracts Interest rate swaps Total Forward foreign exchange contracts Interest rate swaps Total Cash flow hedges $ 3,007 $ — $ 3,007 $ 1,768 $ 2,400 $ 4,168 |
Summary of Derivative Activity | The following table is a summary of the activity related to derivatives and hedges for the fiscal three months ended April 2, 2023 and April 3, 2022: April 2, 2023 April 3, 2022 (Dollars in Millions) Net Sales Cost of Sales Other (income) expense, net Net Sales Cost of Sales Other (income) expense, net Gain (loss) on cash flow hedges $ 1 $ 10 $ — $ 3 $ — $ (2) Gain on forward currency exchange contracts not designated as hedges $ — $ — $ 6 $ — $ — $ 8 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: April 2, 2023 January 1, 2023 (Dollars in Millions) Carrying Value Level 1 Level 2 Level 3 Carrying Value Level 1 Level 2 Level 3 Derivatives designated as cash flow hedges Assets: Forward foreign exchange contracts $ 57 $ — $ 57 $ — $ 39 $ — $ 39 $ — Interest rate swaps — — — — 29 — 29 — Total 57 — 57 — 68 — 68 — Liabilities: Forward foreign exchange contracts (26) — (26) — (15) — (15) — Interest rate swaps — — — — (39) — (39) — Total (26) — (26) — (54) — (54) — Net amount presented in Prepaid expenses and other receivables: $ 31 $ — 31 $ — $ 14 $ — 14 $ — |
Segments of Business (Tables)
Segments of Business (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Business Segments | The Company operates the business through the following three reportable business segments: Reportable Segments Product Categories Self Care Cough, Cold and Allergy Pain Care Other Self Care (Digestive Health, Smoking Cessation, and Other) Skin Health and Beauty Face and Body Care Hair, Sun and Other Essential Health Oral Care Baby Care Other Essential Health (Women’s Health and Wound Care) |
Schedule of Product Categories as a Percent of Net Sales | The Company’s product categories as a percentage of Net sales for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: April 2, 2023 April 3, 2022 Cough, Cold and Allergy 14 % 14 % Pain Care 14 % 12 % Other Self Care 14 % 14 % Face and Body Care 20 % 20 % Hair, Sun and Other 9 % 9 % Oral Care 9 % 10 % Baby Care 9 % 10 % Other Essential Health 11 % 11 % Total 100 % 100 % |
Schedule of Segment Net Sales and Adjusted Operating Income | Segment net sales and Adjusted operating income for the fiscal three months ended April 2, 2023 and April 3, 2022 were as follows: Net Sales (Dollars in Millions) April 2, 2023 April 3, 2022 Self Care $ 1,640 $ 1,465 Skin Health and Beauty 1,111 1,012 Essential Health 1,101 1,113 Total $ 3,852 $ 3,590 Adjusted Operating Income (Dollars in Millions) April 2, 2023 April 3, 2022 Self Care $ 582 $ 474 Skin Health and Beauty 150 127 Essential Health 210 246 Total Adjusted operating income (1) $ 942 $ 847 Reconciliation to Income before taxes: General corporate/unallocated expenses 69 52 Other income, net, operating (17) (5) Restructuring (2) — 14 Depreciation and amortization 152 165 Separation-related costs 98 10 Total operating income $ 640 $ 611 Other expense (income), net 30 (1) Interest expense (3) 1 — Income before taxes $ 609 $ 612 (1) For the first quarter of 2023, the Company adjusted the allocation for certain intangible asset amortization costs within Cost of Sales to align with segment financial results as measured by the Company, including the CODM. Accordingly, the Company has updated its segment disclosures to reflect the updated presentation in all prior periods. Total Adjusted operating income did not change as a result of this update. (2) Exclusive of the restructuring expense included in Other income, net, operating on the Company’s Condensed Combined Statements of Operations. (3) Interest expense is included in Other expense (income), net on the Company’s Condensed Combined Statements of Operations. |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of: (Dollars in Millions) April 2, 2023 January 1, 2023 Accrued expenses $ 564 $ 447 Accrued compensation and benefits 156 272 Lease liability 32 35 Other accrued liabilities 235 152 Accrued liabilities $ 987 $ 906 |
Schedule of Other Liabilities | Other liabilities consisted of: (Dollars in Millions) April 2, 2023 January 1, 2023 Accrued income taxes - noncurrent $ 363 $ 584 Noncurrent lease liability 85 81 Other noncurrent accrued liabilities 68 62 Other liabilities $ 516 $ 727 |
Description of the Company an_3
Description of the Company and Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
May 08, 2023 USD ($) $ / shares shares | Apr. 02, 2023 USD ($) Segment shares | Apr. 03, 2022 USD ($) | May 04, 2023 $ / shares | Jan. 01, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of business segments | Segment | 3 | ||||
Common stock, shares outstanding (in shares) | shares | 1,716,160,000 | ||||
Separation-related costs | $ 98 | $ 10 | |||
Restricted cash | 7,695 | $ 0 | |||
Research and development costs | 89 | 88 | |||
Obligations | $ 302 | $ 293 | |||
Subsequent Event | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Sales price per share (in CHF per share) | $ / shares | $ 22 | ||||
Subsequent Event | Consumer Health Business | Consumer Health Spinoff | Parent | |||||
Business Acquisition [Line Items] | |||||
Related party transaction, amounts of transaction | $ 13,200 | ||||
Subsequent Event | Over-Allotment Option | |||||
Business Acquisition [Line Items] | |||||
Shares issued in transaction (in shares) | shares | 25,921,884 | ||||
Subsequent Event | IPO | |||||
Business Acquisition [Line Items] | |||||
Shares issued in transaction (in shares) | shares | 198,734,444 | ||||
Proceeds from sale of stock | $ 4,200 | ||||
Stock issuance costs | $ 131 | ||||
Subsequent Event | Kenvue | Johnson & Johnson | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding (in shares) | shares | 1,716,160,000 | ||||
Percentage ownership after transaction | 89.60% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 329 | $ 351 |
Goods in process | 129 | 123 |
Finished goods | 1,764 | 1,752 |
Total inventories | $ 2,222 | $ 2,226 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Definite-lived intangible assets: | ||
Gross Carrying Amount | $ 7,938 | $ 7,870 |
Accumulated Amortization | (3,305) | (3,198) |
Net Carrying Amount | 4,633 | 4,672 |
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 13,142 | 13,051 |
Net Carrying Amount | 9,837 | 9,853 |
Trademarks | ||
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 5,144 | 5,122 |
Net Carrying Amount | 5,144 | 5,122 |
Other intangibles | ||
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 60 | 59 |
Net Carrying Amount | 60 | 59 |
Patents and trademarks | ||
Definite-lived intangible assets: | ||
Gross Carrying Amount | 4,450 | 4,400 |
Accumulated Amortization | (1,551) | (1,485) |
Net Carrying Amount | 2,899 | 2,915 |
Customer relationships | ||
Definite-lived intangible assets: | ||
Gross Carrying Amount | 2,142 | 2,127 |
Accumulated Amortization | (1,095) | (1,063) |
Net Carrying Amount | 1,047 | 1,064 |
Other intangibles | ||
Definite-lived intangible assets: | ||
Gross Carrying Amount | 1,346 | 1,343 |
Accumulated Amortization | (659) | (650) |
Net Carrying Amount | $ 687 | $ 693 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Pfizer Consumer Health | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 81 | $ 93 |
Patents and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 20 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 31 years | |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life (in years) | 34 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 41 | 50 |
Patents, Customer Relationships And Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 40 | $ 43 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Intangible Asset Amortization Expense (Details) $ in Millions | Apr. 02, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 236 |
2024 | 304 |
2025 | 280 |
2026 | 276 |
2027 | 272 |
2028 | $ 268 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Goodwill By Segment (Details) $ in Millions | 3 Months Ended |
Apr. 02, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | $ 9,185 |
Currency translation/other | 49 |
Goodwill at April 2, 2023 | 9,234 |
Self Care | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | 5,194 |
Currency translation/other | 36 |
Goodwill at April 2, 2023 | 5,230 |
Skin Health and Beauty | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | 2,365 |
Currency translation/other | 1 |
Goodwill at April 2, 2023 | 2,366 |
Essential Health | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | 1,626 |
Currency translation/other | 12 |
Goodwill at April 2, 2023 | $ 1,638 |
Borrowings - Long-Term Debt (De
Borrowings - Long-Term Debt (Details) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Debt Instrument [Line Items] | ||
Discounts and debt issuance costs | $ (75) | $ 0 |
Total long-term debt | 7,676 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1 | 0 |
5.50% Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 750 | 0 |
Stated interest rate (as a percent) | 5.50% | |
5.35% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 750 | 0 |
Stated interest rate (as a percent) | 5.35% | |
5.05% Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,000 | 0 |
Stated interest rate (as a percent) | 5.05% | |
5.00% Senior Notes due 2030 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,000 | 0 |
Stated interest rate (as a percent) | 5% | |
4.90% Senior Notes due 2033 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,250 | 0 |
Stated interest rate (as a percent) | 4.90% | |
5.10% Senior Notes due 2043 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 750 | 0 |
Stated interest rate (as a percent) | 5.10% | |
5.05% Senior Notes due 2053 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,500 | 0 |
Stated interest rate (as a percent) | 5.05% | |
5.20% Senior Notes due 2063 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 750 | $ 0 |
Stated interest rate (as a percent) | 5.20% |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||||
Mar. 22, 2023 USD ($) numberOfNotes | Mar. 06, 2023 USD ($) | Mar. 03, 2023 USD ($) | May 03, 2023 USD ($) | Apr. 02, 2023 USD ($) | Jan. 01, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 75,000,000 | $ 0 | ||||
Accrued interest | 11,000,000 | |||||
Interest income | 10,000,000 | |||||
Long-term debt, fair value | $ 8,000,000,000 | |||||
Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Number of series of senior unsecured notes | numberOfNotes | 8 | |||||
Debt instrument, face amount | $ 7,750,000,000 | |||||
Proceeds from Issuance of debt | 7,700,000,000 | |||||
Unamortized debt issuance costs | $ 75,000,000 | |||||
Effective interest rate | 5.10% | |||||
Revolving credit facility | The Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maturity term (in days) | 5 years | |||||
Commercial paper issuance | $ 4,000,000,000 | |||||
Outstanding balance | $ 0 | |||||
Commercial paper program | ||||||
Debt Instrument [Line Items] | ||||||
Maturity term (in days) | 364 days | |||||
Commercial paper issuance | $ 4,000,000,000 | |||||
Outstanding balance | $ 0 | |||||
Commercial paper program | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance | $ 1,250,000,000 |
Borrowings - Long-Term Debt Mat
Borrowings - Long-Term Debt Maturities (Details) $ in Millions | Apr. 02, 2023 USD ($) |
Maturities of Long-Term Debt [Abstract] | |
Remainder of 2023 | $ 0 |
2024 | 0 |
2025 | 750 |
2026 | 750 |
2027 | 0 |
Thereafter | $ 6,250 |
Pensions (Details)
Pensions (Details) - Pension Plan - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Components of net periodic benefit cost | ||
Service cost | $ 5 | $ 2 |
Interest cost | 3 | 1 |
Recognized actuarial loss | 0 | 1 |
Expected return on plan assets | (3) | 0 |
Net periodic benefit cost | $ 5 | $ 4 |
Pensions - Narrative (Details)
Pensions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Retirement Benefits [Abstract] | ||
Total benefit plan expense allocated | $ 16 | $ 12 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 20,021 | $ 20,399 |
Net change | 214 | (281) |
Ending balance | 20,282 | 20,465 |
Foreign currency translation adjustment, taxes | 21 | (12) |
Employee benefit plans, taxes | 1 | (1) |
Gain (loss) on derivatives and hedges, taxes | 13 | |
Foreign Currency Translation | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (5,474) | (4,421) |
Net change | 161 | (280) |
Ending balance | (5,313) | (4,701) |
Employee Benefit Plans | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 12 | (51) |
Net change | 14 | 3 |
Ending balance | 26 | (48) |
Gain On Derivatives & Hedges | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 9 | (1) |
Net change | 39 | (4) |
Ending balance | 48 | (5) |
Total Accumulated Other Comprehensive Loss | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (5,453) | (4,473) |
Ending balance | $ (5,239) | $ (4,754) |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 35 | $ 35 |
Cost of Sales | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4 | 8 |
Selling, general, and administrative expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 31 | $ 27 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Parent | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense, related party | $ 2 | $ 10 |
Related Parties - Cost Allocati
Related Parties - Cost Allocations from Parent (Details) - Expenses Excluding Share-based Compensation - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Related Party Transaction [Line Items] | ||
Related party transaction expenses (excluding stock-based compensation expense) | $ 96 | $ 193 |
Parent's Affiliate | Cost of Sales | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses (excluding stock-based compensation expense) | 9 | 36 |
Parent's Affiliate | Selling, general, and administrative expenses | ||
Related Party Transaction [Line Items] | ||
Related party transaction expenses (excluding stock-based compensation expense) | $ 87 | $ 157 |
Related Parties - Net Transfers
Related Parties - Net Transfers To the Parent (Details) - Parent - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Cash pooling and general financing activities | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ (409) | $ (408) |
Corporate cost allocations | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | 96 | 193 |
Taxes deemed settled with the Parent | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | 27 | 0 |
Allocated derivative and hedging losses | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | 0 | (1) |
Net transfers to the Parent as reflected in the Condensed Combined Statements of Cash Flows | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | (286) | (216) |
Stock-based compensation expense | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | 35 | 35 |
Other | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | (32) | 0 |
Net transfers to the Parent as reflected in the Condensed Combined Statements of Equity | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ (283) | $ (181) |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Related Party Transaction [Line Items] | ||
Accrued taxes on income | $ 604 | $ 329 |
Unrecognized tax benefits | (563) | |
Reclassification, Other | ||
Related Party Transaction [Line Items] | ||
Accrued taxes on income | 200 | |
Unrecognized tax benefits | $ 200 |
Other income, net, operating _3
Other income, net, operating and Other expense (income), net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Other Income and Expenses [Abstract] | ||
Royalty income | $ (7) | $ (7) |
(Gain)/loss on disposal of fixed assets | (9) | 2 |
Other | (1) | 0 |
Total Other income, net, operating | (17) | (5) |
Currency losses (gains) on transactions | 16 | (7) |
Other(1) | 15 | 6 |
Total Other expense (income), net | $ 31 | $ (1) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Income Tax Disclosure [Abstract] | ||
Worldwide effective income tax rate (as a percent) | 45.80% | 13.70% |
Valuation allowance | $ 171 | |
Unrecognized tax benefits | $ 563 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 1 Months Ended | 3 Months Ended |
May 31, 2023 | Apr. 02, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock issued (in shares) | 1,716,160,000 | |
Common stock, shares outstanding (in shares) | 1,716,160,000 | |
Dilutive equity instruments (in shares) | 0 | |
Kenvue IPO | Subsequent Event | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Shares issued in transaction (in shares) | 1,716,159,990 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Reconciliation of basic net earnings per share to diluted net earnings per share | ||
Net income | $ 330 | $ 528 |
Basic weighted-average common shares (in shares) | 1,716 | 1,716 |
Diluted weighted-average common shares (in shares) | 1,716 | 1,716 |
Diluted net income per share (in usd per share) | $ 0.19 | $ 0.31 |
Basic net income per share (in usd per share) | $ 0.19 | $ 0.31 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | Jan. 02, 2022 | |
Derivative [Line Items] | ||||
Derivatives and hedges, net of taxes | $ 17 | $ (3) | ||
Reclassified to earnings | 11 | 1 | ||
Equity investments without readily determinable fair values | 56 | $ 56 | ||
Total equity | $ 20,282 | 20,465 | 20,021 | $ 20,399 |
Minimum | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 12 months | |||
Maximum | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 18 months | |||
Gain On Derivatives & Hedges | ||||
Derivative [Line Items] | ||||
Total equity | $ 48 | $ (5) | $ 9 | $ (1) |
Tranche 1 | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 5 years | |||
Tranche 2 | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 10 years | |||
Tranche 3 | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 30 years | |||
Interest rate swaps | ||||
Derivative [Line Items] | ||||
Forward starting interest rate swap, amount received | $ 38 | |||
Interest rate swaps | Tranche 1 | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 5 years | |||
Interest rate swaps | Tranche 2 | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 10 years | |||
Interest rate swaps | Tranche 3 | ||||
Derivative [Line Items] | ||||
Term (in months, years) | 30 years |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities at Fair Value (Details) - Cash Flow Hedging - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | $ 57 | $ 68 |
Derivatives designated as cash flow hedges : Liabilities | (26) | (54) |
Net amount presented in Prepaid expenses and other receivables: | 31 | 14 |
Level 1 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 0 |
Derivatives designated as cash flow hedges : Liabilities | 0 | 0 |
Net amount presented in Prepaid expenses and other receivables: | 0 | 0 |
Level 2 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 57 | 68 |
Derivatives designated as cash flow hedges : Liabilities | (26) | (54) |
Net amount presented in Prepaid expenses and other receivables: | 31 | 14 |
Level 3 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 0 |
Derivatives designated as cash flow hedges : Liabilities | 0 | 0 |
Net amount presented in Prepaid expenses and other receivables: | 0 | 0 |
Forward foreign exchange contracts | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 57 | 39 |
Derivatives designated as cash flow hedges : Liabilities | (26) | (15) |
Forward foreign exchange contracts | Level 1 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 0 |
Derivatives designated as cash flow hedges : Liabilities | 0 | 0 |
Forward foreign exchange contracts | Level 2 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 57 | 39 |
Derivatives designated as cash flow hedges : Liabilities | (26) | (15) |
Forward foreign exchange contracts | Level 3 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 0 |
Derivatives designated as cash flow hedges : Liabilities | 0 | 0 |
Interest rate swaps | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 29 |
Derivatives designated as cash flow hedges : Liabilities | 0 | (39) |
Interest rate swaps | Level 1 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 0 |
Derivatives designated as cash flow hedges : Liabilities | 0 | 0 |
Interest rate swaps | Level 2 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 29 |
Derivatives designated as cash flow hedges : Liabilities | 0 | (39) |
Interest rate swaps | Level 3 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 0 | 0 |
Derivatives designated as cash flow hedges : Liabilities | $ 0 | $ 0 |
Fair Value Measurements - Notio
Fair Value Measurements - Notional Amount (Details) - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Derivative [Line Items] | ||
Cash flow hedges | $ 3,007 | $ 4,168 |
Forward foreign exchange contracts | ||
Derivative [Line Items] | ||
Cash flow hedges | 3,007 | 1,768 |
Interest rate swaps | ||
Derivative [Line Items] | ||
Cash flow hedges | $ 0 | $ 2,400 |
Fair Value Measurements - Activ
Fair Value Measurements - Activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Net Sales | ||
Derivative [Line Items] | ||
Gain (loss) on cash flow hedges | $ 1 | $ 3 |
Gain on forward currency exchange contracts not designated as hedges | 0 | 0 |
Cost of Sales | ||
Derivative [Line Items] | ||
Gain (loss) on cash flow hedges | 10 | 0 |
Gain on forward currency exchange contracts not designated as hedges | 0 | 0 |
Other (income) expense, net | ||
Derivative [Line Items] | ||
Gain (loss) on cash flow hedges | 0 | (2) |
Gain on forward currency exchange contracts not designated as hedges | $ 6 | $ 8 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 02, 2023 company |
Commitments and Contingencies Disclosure [Abstract] | |
Number of other companies | 120 |
Segments of Business - Product
Segments of Business - Product Categories as a Percent of Net Sales (Details) | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Segment Reporting Information [Line Items] | ||
Total | 100% | 100% |
Product Concentration Risk | Revenue Benchmark | Cough, Cold and Allergy | ||
Segment Reporting Information [Line Items] | ||
Total | 14% | 14% |
Product Concentration Risk | Revenue Benchmark | Pain Care | ||
Segment Reporting Information [Line Items] | ||
Total | 14% | 12% |
Product Concentration Risk | Revenue Benchmark | Other Self Care | ||
Segment Reporting Information [Line Items] | ||
Total | 14% | 14% |
Product Concentration Risk | Revenue Benchmark | Face and Body Care | ||
Segment Reporting Information [Line Items] | ||
Total | 20% | 20% |
Product Concentration Risk | Revenue Benchmark | Hair, Sun and Other | ||
Segment Reporting Information [Line Items] | ||
Total | 9% | 9% |
Product Concentration Risk | Revenue Benchmark | Oral Care | ||
Segment Reporting Information [Line Items] | ||
Total | 9% | 10% |
Product Concentration Risk | Revenue Benchmark | Baby Care | ||
Segment Reporting Information [Line Items] | ||
Total | 9% | 10% |
Product Concentration Risk | Revenue Benchmark | Other Essential Health | ||
Segment Reporting Information [Line Items] | ||
Total | 11% | 11% |
Segments of Business - Segment
Segments of Business - Segment Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Sales by segment of business | ||
Sales to customers | $ 3,852 | $ 3,590 |
Self Care | ||
Sales by segment of business | ||
Sales to customers | 1,640 | 1,465 |
Skin Health and Beauty | ||
Sales by segment of business | ||
Sales to customers | 1,111 | 1,012 |
Essential Health | ||
Sales by segment of business | ||
Sales to customers | $ 1,101 | $ 1,113 |
Segments of Business - Adjusted
Segments of Business - Adjusted Operating Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Segment Reporting Information [Line Items] | ||
Adjusted Operating Income | $ 942 | $ 847 |
General corporate/unallocated expenses | 69 | 52 |
Other income, net, operating | (17) | (5) |
Restructuring | 0 | 14 |
Depreciation and amortization | 152 | 165 |
Separation-related costs | 98 | 10 |
Total operating income | 640 | 611 |
Other expense (income), net | 30 | (1) |
Interest expense | 1 | 0 |
Income before taxes | 609 | 612 |
Self Care | ||
Segment Reporting Information [Line Items] | ||
Adjusted Operating Income | 582 | 474 |
Skin Health and Beauty | ||
Segment Reporting Information [Line Items] | ||
Adjusted Operating Income | 150 | 127 |
Essential Health | ||
Segment Reporting Information [Line Items] | ||
Adjusted Operating Income | $ 210 | $ 246 |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Accrued Liabilities (Details) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued expenses | $ 564 | $ 447 |
Accrued compensation and benefits | 156 | 272 |
Lease liability | 32 | 35 |
Other accrued liabilities | 235 | 152 |
Accrued liabilities | $ 987 | $ 906 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued income taxes - noncurrent | $ 363 | $ 584 |
Noncurrent lease liability | 85 | 81 |
Other noncurrent accrued liabilities | 68 | 62 |
Other liabilities | $ 516 | $ 727 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event ft² in Thousands, $ in Millions | Apr. 20, 2023 USD ($) ft² |
Subsequent Event [Line Items] | |
Approximate number of square feet to be leased | ft² | 290 |
Expected lease expense | $ | $ 10 |
Initial lease term (in years) | 15 years |