Cover
Cover - shares | 6 Months Ended | |
Jul. 02, 2023 | Jul. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 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 $0.01 | |
Trading Symbol | KVUE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,914,894,444 | |
Entity Central Index Key | 0001944048 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Current assets | ||
Cash and cash equivalents | $ 1,231 | $ 1,231 |
Trade receivables, less allowances for credit losses ($29 and $35 as of July 2, 2023 and January 1, 2023, respectively) | 2,096 | 2,122 |
Inventories | 2,026 | 2,226 |
Prepaid expenses and other receivables | 643 | 175 |
Other current assets | 223 | 123 |
Total current assets | 6,219 | 5,877 |
Property, plant, and equipment, net | 1,832 | 1,820 |
Intangible assets, net | 9,678 | 9,853 |
Goodwill | 9,081 | 9,185 |
Deferred taxes on income | 143 | 147 |
Other assets | 589 | 434 |
Total Assets | 27,542 | 27,316 |
Current liabilities | ||
Loans and notes payable | 752 | 0 |
Accounts payable | 2,354 | 1,829 |
Accrued liabilities | 1,201 | 906 |
Accrued rebates, returns, and promotions | 753 | 862 |
Accrued taxes on income | 239 | 329 |
Total current liabilities | 5,299 | 3,926 |
Employee related obligations | 244 | 214 |
Long-term debt | 7,684 | 0 |
Deferred taxes on income | 2,682 | 2,428 |
Other liabilities | 593 | 727 |
Total liabilities | 16,502 | 7,295 |
Commitments and contingencies (Note 13) | ||
Equity | ||
Preferred stock, $0.01 par value, 750 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 12,500 shares authorized, 1,915 shares issued and outstanding | 19 | 0 |
Additional paid-in capital | 16,098 | 0 |
Retained earnings | 430 | 0 |
Net investment from Parent | 0 | 25,474 |
Accumulated other comprehensive loss | (5,507) | (5,453) |
Total equity | 11,040 | 20,021 |
Total Liabilities and Equity | $ 27,542 | $ 27,316 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Current assets | ||
Allowance for credit loss | $ 29 | $ 35 |
Equity [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock authorized (in shares) | 750,000,000 | 750,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 12,500,000,000 | 12,500,000,000 |
Common stock issued (in shares) | 1,914,894,444 | 1,914,894,444 |
Common stock outstanding (in shares) | 1,914,894,444 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 4,011 | $ 3,804 | $ 7,863 | $ 7,394 |
Cost of sales | 1,786 | 1,646 | 3,513 | 3,280 |
Gross profit | 2,225 | 2,158 | 4,350 | 4,114 |
Selling, general, and administrative expenses | 1,522 | 1,375 | 3,024 | 2,725 |
Other operating expense (income), net | 1 | 13 | (16) | 8 |
Operating income | 702 | 770 | 1,342 | 1,381 |
Other expense (income), net | 10 | (5) | 40 | (6) |
Interest expense, net | 53 | 0 | 54 | 0 |
Income before taxes | 639 | 775 | 1,248 | 1,387 |
Provision for taxes | 209 | 171 | 488 | 255 |
Net income | $ 430 | $ 604 | $ 760 | $ 1,132 |
Basic and diluted net income per share | ||||
Basic (per share) | $ 0.23 | $ 0.35 | $ 0.43 | $ 0.66 |
Diluted (per share) | $ 0.23 | $ 0.35 | $ 0.43 | $ 0.66 |
Basic and diluted weighted-average common stock | ||||
Basic (shares) | 1,838 | 1,716 | 1,777 | 1,716 |
Diluted (in shares) | 1,838 | 1,716 | 1,777 | 1,716 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 430 | $ 604 | $ 760 | $ 1,132 |
Other comprehensive income (loss) | ||||
Foreign currency translation, net of taxes | (177) | (835) | (16) | (1,115) |
Employee benefit plans, net of taxes | (10) | 1 | 4 | 4 |
Derivatives and hedges, net of taxes | (8) | 1 | 31 | (3) |
Other comprehensive income (loss) | (195) | (833) | 19 | (1,114) |
Comprehensive income (loss) | $ 235 | $ (229) | $ 779 | $ 18 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | 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 | 1,132 | 1,132 | ||||
Other comprehensive income (loss) | (1,114) | (1,114) | ||||
Net transfers to the Parent | (816) | (816) | ||||
Ending balance at Jul. 03, 2022 | 19,601 | 25,188 | (5,587) | |||
Beginning balance at Apr. 03, 2022 | 20,465 | 25,219 | (4,754) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 604 | 604 | ||||
Other comprehensive income (loss) | (833) | (833) | ||||
Net transfers to the Parent | (635) | (635) | ||||
Ending balance at Jul. 03, 2022 | 19,601 | 25,188 | (5,587) | |||
Beginning balance (in shares) at Jan. 01, 2023 | 0 | |||||
Beginning balance at Jan. 01, 2023 | 20,021 | $ 0 | $ 0 | $ 0 | 25,474 | (5,453) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 760 | 430 | 330 | |||
Other comprehensive income (loss) | 19 | 19 | ||||
Net transfers to the Parent | (308) | (308) | ||||
Stock-based compensation | 73 | 38 | 35 | |||
Distribution to J&J in connection with the Separation | (13,788) | (13,788) | ||||
Issuance of common stock in connection with the Kenvue IPO (in shares) | 1,915,000,000 | |||||
Issuance of common stock in connection with the Kenvue IPO | 4,241 | $ 19 | 4,222 | |||
Separation adjustments | $ 22 | 95 | (73) | |||
Reclassification of Net Investment from Parent | 25,626 | (25,626) | ||||
Ending balance (in shares) at Jul. 02, 2023 | 1,914,894,444 | 1,915,000,000 | ||||
Ending balance at Jul. 02, 2023 | $ 11,040 | $ 19 | 16,098 | 430 | 0 | (5,507) |
Beginning balance (in shares) at Apr. 02, 2023 | 0 | |||||
Beginning balance at Apr. 02, 2023 | 20,282 | $ 0 | 0 | 0 | 25,521 | (5,239) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 430 | 430 | ||||
Other comprehensive income (loss) | (195) | (195) | ||||
Net transfers to the Parent | 10 | 10 | ||||
Stock-based compensation | 38 | 38 | ||||
Distribution to J&J in connection with the Separation | (13,788) | (13,788) | ||||
Issuance of common stock in connection with the Kenvue IPO (in shares) | 1,915,000,000 | |||||
Issuance of common stock in connection with the Kenvue IPO | 4,241 | $ 19 | 4,222 | |||
Separation adjustments | $ 22 | 95 | (73) | |||
Reclassification of Net Investment from Parent | 25,626 | (25,626) | ||||
Ending balance (in shares) at Jul. 02, 2023 | 1,914,894,444 | 1,915,000,000 | ||||
Ending balance at Jul. 02, 2023 | $ 11,040 | $ 19 | $ 16,098 | $ 430 | $ 0 | $ (5,507) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jul. 02, 2023 | Jul. 03, 2022 | |
Cash flows from operating activities | ||
Net income | $ 760 | $ 1,132 |
Adjustments to reconcile net income to cash flows from operating activities | ||
Depreciation and amortization | 300 | 326 |
Stock-based compensation | 73 | 76 |
Deferred income taxes | 155 | 62 |
Other | 12 | 0 |
Net changes in assets and liabilities | ||
Trade receivables | (55) | (144) |
Inventories | 143 | (366) |
Other current and non-current assets | (495) | 68 |
Accounts payable | 329 | (42) |
Accrued liabilities | 776 | (63) |
Employee related obligations | 4 | 11 |
Accrued taxes on income | (207) | 63 |
Other liabilities | (251) | 22 |
Net cash flows from operating activities | 1,544 | 1,145 |
Cash flows used in investing activities | ||
Purchases of property, plant, and equipment | (132) | (113) |
Transfer of funds to J&J pursuant to the Facility Agreement | (8,941) | 0 |
Proceeds from J&J upon repayment of the Facility Agreement | 8,941 | 0 |
Proceeds from sale of assets | 14 | 2 |
Other investing | 0 | (4) |
Net cash flows used in investing activities | (118) | (115) |
Cash flows used in financing activities | ||
(Payments of) proceeds from loans and notes payable | (14) | 7 |
Proceeds from Commercial Paper Program, net of issuance cost | 742 | 0 |
Proceeds from issuance of Senior Notes, net of issuance cost | 7,686 | 0 |
Proceeds from Kenvue IPO, net | 4,241 | 0 |
Distribution to J&J in connection with the Separation | (13,788) | 0 |
Net transfer to the Parent | (274) | (892) |
Other financing | (11) | 0 |
Net cash flows used in financing activities | (1,418) | (885) |
Effect of exchange rate changes on cash and cash equivalents | (8) | (47) |
Cash and cash equivalents, beginning of period | 1,231 | 740 |
Net increase in cash and cash equivalents | 0 | 98 |
Cash and cash equivalents, end of period | $ 1,231 | $ 838 |
Description of the Company and
Description of the Company and Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 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 J&J’s 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 (such transfer, the “Consumer Health Business Transfer), other than the transfer of certain Deferred Local Business (as defined below in “—Variable Interest Entities and Net Economic Benefit Arrangements”). The registration statement related to the initial public offering of Kenvue’s common stock was declared effective on May 3, 2023, and Kenvue’s common stock 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, in conjunction with the Consumer Health Business Transfer, the Company distributed $13.8 billion to J&J from the (1) net proceeds received from the sale of the common stock in the Kenvue IPO and (2) net proceeds received from the Debt Financing Transactions as defined in Note 4, “Borrowings”, and (3) any cash and cash equivalents in excess of the $1.17 billion in cash and cash equivalents retained by the Company immediately following the Kenvue IPO. 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. On July 24, 2023, J&J initiated an exchange offer under which its shareholders can exchange shares of J&J common stock for shares of Kenvue Inc. common stock owned by J&J. Basis of Presentation Effective April 4, 2023, the Company’s financial statements are presented on a consolidated basis, as J&J completed the Consumer Health Business Transfer on such date. The unaudited financial statements for all periods presented, including the historical results of the Company prior to April 4, 2023, are now referred to as the “Condensed Consolidated Financial Statements”. Prior to April 4, 2023, the Company operated as a segment of the Parent and not as a separate entity. The Company’s financial statements prior to April 4, 2023 were prepared on a combined basis and were derived from the Parent’s historical consolidated financial statements for interim financial reporting, which do not conform in all respects to the requirements of accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual financial statements. The Condensed Consolidated Balance Sheet as of January 1, 2023 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Accordingly, the accompanying Condensed Consolidated 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 Consolidated 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. Prior to the Kenvue IPO, the Company relied on the Parent’s corporate and other support functions. Therefore, certain corporate and shared costs were allocated to the Company including the assets, liabilities, revenues, and expenses that J&J’s management determined were specifically or primarily identifiable to the Company, as well as direct and indirect costs that were attributable to the operations of the Company. Indirect costs are the costs of support functions that were provided on a centralized or geographic basis by the Parent and its affiliates, which included, but were 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 were allocated to the Company for the purposes of preparing condensed combined financial statements prior to the Kenvue IPO, based on a specific identification basis or, when specific identification was not practicable, a proportional cost allocation method, primarily net sales, headcount, or other allocation methodologies that were 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 were 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. Kenvue’s practice is to establish actual quarterly closing dates using a predetermined fiscal calendar, which allows the business to close its books on Sunday at the end of the period. The Company and the Parent incurred certain non-recurring Separation-related costs in the establishment of Kenvue as a standalone public company. Costs incurred by the Company and those costs incurred by the Parent determined to be for the benefit of the Company are included in the Condensed Consolidated Financial Statements. These non-recurring Separation-related costs were $102 million and $49 million for the fiscal three months ended July 2, 2023 and July 3, 2022, respectively, and $200 million and $59 million for the fiscal six months ended July 2, 2023 and July 3, 2022, respectively. The non-recurring Separation-related costs are included within Selling, general, and administrative expenses. The Condensed Consolidated Financial Statements include the accounts of the Company and entities consolidated under the variable interest and voting models. Intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Condensed Consolidated 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. 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 within Interest expense, net on the Company’s Condensed Consolidated 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 $99 million and $94 million for the fiscal three months ended July 2, 2023 and July 3, 2022, respectively, and $188 million and $182 million for the fiscal six months ended July 2, 2023 and July 3, 2022, respectively. Leases 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 lease is expected to commence in January 2024. 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 the new research and development building. The Company will continue to operate from its interim corporate headquarters in Skillman, New Jersey until that time. Lease Assets and Liabilities Right of Use assets (“ROU assets”) and lease liabilities associated with the Company's operating leases are included in the Condensed Consolidated Balance Sheets as of July 2, 2023 and January 1, 2023 as follows: (Dollars in Millions) July 2, 2023 (1) January 1, 2023 ROU assets included in: Other non-current assets $ 164 $ 110 Lease liabilities included in: Accrued and other current liabilities 47 35 Other non-current liabilities 120 81 Total lease liabilities $ 167 $ 116 (1) Includes related party leases of $73 million of ROU assets, $13 million of current lease liabilities, and $56 million of non-current lease liabilities. Variable Interest Entities and Net Economic Benefit Arrangements When the Company makes an initial investment in or establishes other variable interests in an entity, the entity is first evaluated to determine if it is a Variable Interest Entity (“VIE”) and if the Company is the primary beneficiary of the VIE, and therefore subject to consolidation regardless of percentage ownership. The primary beneficiary of a VIE is a party that meets both of the following criteria: (1) it has the power to direct the activities that most significantly impact the economic performance of the VIE; and (2) it has the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. Periodically, the Company assesses whether any change in its interest in or relationship with the entity affects the determination as to whether the entity is a VIE, and, if so, whether the Company is the primary beneficiary. In connection with the Kenvue IPO, the Parent and Kenvue entered into a separation agreement (the “Separation Agreement”) on May 3, 2023. Under the Separation Agreement, transfer of certain assets and liabilities of the Consumer Health Business in certain jurisdictions (each, a “Deferred Local Business”) was not completed prior to the Kenvue IPO and was deferred due to certain precedent conditions, which include ensuring compliance with applicable law, obtaining necessary governmental approvals and other consents and for other business reasons. At Kenvue IPO and until the Deferred Local Business transfers to the Company, J&J (1) holds and operates the Deferred Local Businesses on behalf of and for the benefit of the Company, and (2) will use reasonable best efforts to treat and operate, insofar as reasonably practicable and to the extent permitted by applicable law, each such Deferred Local Business in the ordinary course of business in all material respects consistent with past practice. The benefits and costs related to these Deferred Local Businesses will be assumed by the Company (see below “—Net Economic Benefit Arrangements”). In addition, the Company and J&J will use reasonable best efforts to take all actions to transfer each Deferred Local Business as promptly as reasonably practicable. When the precedent conditions are met, the Deferred Local Businesses will be transferred to the Company as per the terms of the arrangement with J&J. The Company determined that certain Deferred Local Businesses that are legal entities (“Deferred Legal Entities”), are VIEs for which Kenvue is the primary beneficiary since Kenvue has the power to direct the activities that most significantly impact such Deferred Legal Entities’ economic performance as well as to obtain all of the economic benefits and losses of such entities. These significant activities include, but are not limited to, product pricing, marketing and sales strategy, supply chain strategy, material supply and vendor management, budget planning, and labor and overhead management. Accordingly, the assets and liabilities of these entities are recognized on the Company’s Condensed Consolidated Balance Sheet at their historical carrying amounts as of the date when the Company entered into the arrangement, since the primary beneficiary of the VIEs and the VIEs themselves were under common control. Additionally, the results of the operations and cash flows are included within the Company’s Condensed Consolidated Financial Statements. All Deferred Legal Entities are exposed to similar operational risks and are therefore monitored and evaluated on a similar basis by management. Accordingly, the financial information for Deferred Legal Entities has been aggregated and the following table summarizes the consolidated assets and liabilities of these entities, within the Condensed Consolidated Balance Sheets. The amounts represented in this table are only those assets of the VIEs that can be used to settle only the VIE’s obligations and the VIE’s creditors (or beneficial interest holders) have no recourse against the general credit of the primary beneficiary. (Dollars in Millions) July 2, 2023 Assets Current assets Cash and cash equivalents $ 228 Trade receivables, less allowances for credit losses 91 Inventories 79 Prepaid expenses and other receivables 10 Total current assets 408 Property, plant, and equipment, net 126 Intangible assets, net 37 Goodwill 249 Deferred taxes on income 34 Other assets 20 Total assets $ 874 Liabilities Current liabilities Accounts payable $ 81 Accrued liabilities 80 Accrued rebates, returns, and promotions 98 Accrued taxes on income 23 Total current liabilities 282 Deferred taxes on income 4 Other liabilities 18 Total liabilities $ 304 The Company recognized net income of $32 million related to the Deferred Legal Entities for the fiscal three months ended July 2, 2023 in the Company’s Condensed Consolidated Statements of Operations. Net Economic Benefit Arrangements With respect to certain Deferred Local Businesses that are legal entities and the Deferred Local Businesses that are not legal entities (“Deferred Markets”) as described above, the Company and J&J entered into net economic benefit arrangements effective on April 4, 2023, pursuant to which, among other things, J&J will transfer to the Company the net profits from the operations of each of the Deferred Markets (or, in the event the operations of any such Deferred Markets result in net losses to J&J, the Company will reimburse J&J for the amount of such net losses). The Company recognized a net payable to J&J of $43 million in relation to the net economic benefit arrangements as of July 2, 2023 in the Company’s Condensed Consolidated Balance Sheet. The Company recognized $16 million of net income in relation to the net economic benefit arrangements for the fiscal three months ended July 2, 2023 in the Company’s Condensed Consolidated Statements of Operations. Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation. 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. The Company 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. Prior to the establishment of the Company’s supplier financing program in the second quarter of 2023, the Company participated in the Parent’s supplier financing program. The terms of the Company’s supplier financing program are substantially the same as the Parent’s program. As of July 2, 2023 and January 1, 2023, the Company’s accounts payable balances included $265 million and $293 million, respectively, related to invoices from suppliers participating in the supplier finance program. Recently Issued Accounting Standards Not Yet Adopted There were no new accounting standards issued during the fiscal six months ended July 2, 2023 that have had a material impact on the Company’s Condensed Consolidated Financial Statements. |
Inventories
Inventories | 6 Months Ended |
Jul. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of July 2, 2023 and January 1, 2023, inventories were comprised of: (Dollars in Millions) July 2, 2023 January 1, 2023 Raw materials and supplies $ 299 $ 351 Goods in process 134 123 Finished goods 1,593 1,752 Total inventories $ 2,026 $ 2,226 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jul. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill As of July 2, 2023 and January 1, 2023, the gross and net amounts of intangible assets were: July 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 $ 4,383 $ (1,583) $ 2,800 $ 4,400 $ (1,485) $ 2,915 Customer relationships 2,099 (1,087) 1,012 2,127 (1,063) 1,064 Other intangibles 1,348 (671) 677 1,343 (650) 693 Total definite-lived intangible assets $ 7,830 $ (3,341) $ 4,489 $ 7,870 $ (3,198) $ 4,672 Indefinite-lived intangible assets: Trademarks 5,128 — 5,128 5,122 — 5,122 Other 61 — 61 59 — 59 Total intangible assets, net $ 13,019 $ (3,341) $ 9,678 $ 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. Carrying amount changes for the fiscal three and six months ended July 2, 2023 and July 3, 2022 were primarily driven by currency translations. The Company recognized an intangible impairment of $12 million related to certain definite-lived trademarks deemed as irrecoverable in Other operating expense (income), net for the fiscal three and six months ended July 3, 2022. Amortization expense, which was included in Cost of Sales, for the Company’s amortizable assets was as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Trademarks $ 53 $ 48 $ 94 $ 98 Other intangible assets 26 41 66 84 Total Amortization expense $ 79 $ 89 $ 160 $ 182 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 $ 157 $ 306 $ 282 $ 273 $ 274 $ 270 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 (39) (76) 11 (104) Goodwill at July 2, 2023 $ 5,155 $ 2,289 $ 1,637 $ 9,081 The majority of the Goodwill balance relates to the Parent’s acquisition of Pfizer Consumer Health in 2006. |
Borrowings
Borrowings | 6 Months Ended |
Jul. 02, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The components of the Company’s debt as of July 2, 2023 and January 1, 2023 were as follows: (Dollars in Millions) July 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 — Other 6 — Discounts and debt issuance costs (72) — Total long-term debt $ 7,684 $ — Commercial paper 754 — Discounts and debt issuance costs (2) — Total loans and notes payable 752 — Total debt $ 8,436 $ — 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. Upon release from escrow, these funds were loaned to J&J through a facility agreement (the “Facility Agreement”) dated April 5, 2023. See “—Facility Agreement” below for additional details. The unamortized debt issuance costs related to the Senior Notes at July 2, 2023 were approximately $72 million. Amortization of debt issuance costs related to the Senior Notes for both of the fiscal three and six months ended July 2, 2023 was $3 million. The weighted average effective interest rate of the Company’s long-term debt as of July 2, 2023 was 5.1%. The interest payments are due on March 22 and September 22 of each year, commencing on September 22, 2023. 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. 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 zero 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. Facility Agreement On April 5, 2023, the Company and J&J entered into the Facility Agreement, allowing the Company to lend the proceeds from the issuance of debt (including commercial paper) in an aggregate amount of $8.9 billion to J&J. Interest on loans made from the Facility Agreement was charged at an interest rate equal to the Secured Overnight Financing Rate (“SOFR”) less an adjusted margin of 15 basis points, with a floor of 0% (a weighted average interest rate of 4.7%) to be paid monthly in arrears. The Company recognized interest income of $33 million for both of the fiscal three and six months ended July 2, 2023 in relation to the Facility Agreement. Upon completion of the Kenvue IPO on May 8, 2023, the Facility Agreement was terminated and the balance of the loans, and all accrued interest, were repaid by J&J, for a total cash inflow of $9.0 billion. The Company remitted this cash back to J&J as a distribution back to J&J in connection with the Separation. The cash flows for the lending, and repayment, of the principal balance of the Facility Agreement are presented within cash flows from investing activities within the Statement of Cash Flows. Cash inflows from the interest earned on the Facility Agreement are presented within Interest expense, net on the Company’s Condensed Consolidated Statements of Operations and are presented as cash inflows from operations within the Statement of Cash Flows. 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 Consolidated 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. 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 July 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. Prior to the Kenvue IPO, the Company issued $1.25 billion under its Commercial Paper Program which, collectively with the Senior Notes, are referred to as the “Debt Financing Transactions”. In aggregate, inclusive of amounts issued as a part of the Debt Financing Transactions, the Company issued $2.3 billion of commercial paper notes and repaid $1.6 billion, in line with its stated maturities during the fiscal three months ended July 2, 2023. As of July 2, 2023, the Company had $754 million of outstanding balances under its Commercial Paper Program, net of a related discount of $2 million. Interest expense incurred as a result of the Commercial Paper Program for both of the fiscal three and six months ended July 2, 2023 totaled $9 million. The weighted average effective interest rate of the Company’s commercial paper as of July 2, 2023 was 5.2% and the weighted average maturities as of July 2, 2023 were less than 90 days. Interest Expense, Net The amount included in Interest expense, net on the Company’s Condensed Consolidated Statements of Operations consists of the following: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Interest expense $ 118 $ — $ 129 $ — Interest income (1) (65) — (75) — Interest expense, net $ 53 $ — $ 54 $ — (1) Includes interest income of $33 million for both of the fiscal three and six months ended July 2, 2023 recognized in relation to the Facility Agreement. Scheduled Maturities of Long-Term Debt The schedule of principal payments required on the Company’s 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 Fair Value of Debt The Company’s debt was recorded at the carrying amount. The estimated fair value of the Company’s Senior Notes was $7.8 billion as of July 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 carrying value of the commercial paper notes approximated the fair value as of July 2, 2023 due to the nature and short term duration of the instrument. Compliance with Covenants As of July 2, 2023, the Company was in compliance with all financial and non-financial covenants and no default or event of default has occurred. |
Pensions
Pensions | 6 Months Ended |
Jul. 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 and six months ended July 2, 2023 and July 3, 2022, included the following components: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Service cost $ 5 $ 2 $ 10 $ 4 Interest cost 7 1 10 2 Recognized actuarial gain — 1 — 2 Expected return on plan assets (7) — (10) — Net periodic benefit cost $ 5 $ 4 $ 10 $ 8 The service cost component of net periodic benefit cost is presented in the same line items on the Company’s Condensed Consolidated 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 Consolidated 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. Assets and liabilities associated with these plans are not reflected in the Company’s Condensed Consolidated Balance Sheets. The Condensed Consolidated 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 $1 million and $15 million for the fiscal three months ended July 2, 2023 and July 3, 2022, respectively, and $17 million and $27 million for the fiscal six months ended July 2, 2023 and July 3, 2022, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 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 Cash Flow Hedges (3) Total Accumulated Other Comprehensive Loss April 2, 2023 $ (5,313) $ 26 $ 48 $ (5,239) Net change (177) (83) (8) (268) July 2, 2023 $ (5,490) $ (57) $ 40 $ (5,507) April 3, 2022 $ (4,701) $ (48) $ (5) $ (4,754) Net change (835) 1 1 (833) July 3, 2022 $ (5,536) $ (47) $ (4) $ (5,587) (1) Foreign currency translation adjustments for the fiscal three months ended July 2, 2023 and July 3, 2022 were net of benefit from taxes of $30 million and $65 million, respectively. Income taxes on foreign currency translation relate to tax impact on prior earnings that are not permanently reinvested and will be repatriated in the future. (2) Employee benefit plans for the fiscal three months ended July 2, 2023 were net of benefit from taxes of $18 million. Net change for the fiscal three months ended July 2, 2023 includes Separation adjustments of $73 million in connection with transfers of certain pensions plans by the Parent to the Company. (3) Gain on derivatives and hedges for the fiscal three months ended July 2, 2023 were net of benefit from taxes of $4 million. (Dollars in Millions) Foreign Currency Translation (1) Employee Benefit Plans (2) Gain On Cash Flow Hedges (3) Total Accumulated Other Comprehensive Loss January 1, 2023 $ (5,474) $ 12 $ 9 $ (5,453) Net change (16) (69) 31 (54) July 2, 2023 $ (5,490) $ (57) $ 40 $ (5,507) January 2, 2022 $ (4,421) $ (51) $ (1) $ (4,473) Net change (1,115) 4 (3) (1,114) July 3, 2022 $ (5,536) $ (47) $ (4) $ (5,587) (1) Foreign currency translation adjustments for the fiscal six months ended July 2, 2023 and July 3, 2022 were net of benefit from taxes of $9 million and $77 million, respectively. Income taxes on foreign currency translation relate to tax impact on prior earnings that are not permanently reinvested and will be repatriated in the future. (2) Employee benefit plans for the fiscal six months ended July 2, 2023 and July 3, 2022 were net of benefit from taxes of $17 million and $1 million, respectively. Net change for the fiscal six months ended July 2, 2023 includes Separation adjustments of $73 million in connection with transfers of certain pensions plans by the Parent to the Company. (3) Gain on derivatives and hedges for the fiscal six months ended July 2, 2023 were net of provision for taxes of $9 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 Consolidated Statements of Comprehensive Income (Loss). |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Parent’s 2012 Long-Term Incentive Plan (the “J&J 2012 Plan”) expired on April 26, 2022. Prior to that expiration, on March 7, 2022, the Parent’s Board of Directors approved the 2022 Long-Term Incentive Plan (the “J&J 2022 Plan”, together with the J&J 2012 Plan, the “J&J Plans”). The J&J Plans provide 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. Stock-based compensation granted pursuant to the J&J Plans are based on the Parent’s common stock. The J&J 2022 Plan became effective in April 2022. All options and restricted shares granted subsequent to that date were under this plan. As of July 2, 2023 , there are shares outstanding for contracts under each of the J&J Plans. In March 2023, the Company’s Board of Directors approved the 2023 Long-Term Incentive Plan (the “Kenvue 2023 Plan”) providing for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, RSUs, performance shares, PSUs, other stock-based awards, and cash awards to eligible employees, non-employee directors, independent contractors, and consultants of the Company and its subsidiaries and affiliated entities. Stock-based compensation granted pursuant to the 2023 Plan is based on our common stock. The Kenvue 2023 Plan was approved by the Parent, as sole stockholder of the Company, prior to the Kenvue IPO and became effective in May 2023 and no awards have been granted under this plan. The maximum aggregate number of shares of Common Stock that may be issued under the Plan is 188,897,256. 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 and six months ended July 2, 2023 and July 3, 2022, were as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cost of sales $ 12 $ 10 $ 16 $ 18 Selling, general, and administrative expenses 26 31 57 58 Stock-based compensation expense $ 38 $ 41 $ 73 $ 76 Stock-based compensation expense includes $0 million and $8 million for the fiscal three months ended July 2, 2023 and |
Related Parties
Related Parties | 6 Months Ended |
Jul. 02, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Cost Allocations from Parent Prior to Kenvue IPO Prior to the Kenvue IPO, the Parent provided significant support functions to the Company. The Condensed Consolidated Financial Statements reflect an allocation of these costs. Similarly, certain of the Company’s operations provided 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 Consolidated 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 Consolidated Statements of Operations for the fiscal three and six months ended July 2, 2023 and July 3, 2022 were as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cost of sales $ 16 $ 40 $ 25 $ 76 Selling, general, and administrative expenses 33 173 120 330 Total $ 49 $ 213 $ 145 $ 406 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) from the Parent Net transfers (to) from the Parent are included within Net investment from Parent on the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Equity and within financing activities on the Condensed Consolidated Statements of Cash Flows and represent the net effect of transactions between the Company and Parent. The components of Net transfers (to) from the Parent for the fiscal three and six months ended July 2, 2023 and July 3, 2022 were as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cash pooling and general financing activities $ (37) $ (916) $ (446) $ (1,324) Corporate cost allocations 49 213 145 406 Taxes deemed settled with the Parent — 1 27 1 Allocated derivative and hedging gains — 26 — 25 Net transfers (to) from the Parent as reflected in the Condensed Consolidated Statements of Cash Flows $ 12 $ (676) $ (274) $ (892) Stock-based compensation expense (1) — 41 — 76 Other (2) — (34) — Net transfers (to) from the Parent as reflected in the Condensed Consolidated Statements of Equity $ 10 $ (635) $ (308) $ (816) (1) Stock-based compensation expense is separately shown within the Condensed Consolidated Statement of Equity in fiscal year 2023, and therefore no longer a reconciling item between the Condensed Consolidated Statement of Equity and the Condensed Consolidated Statement of Cash Flows. Separation Agreement and Other Related Party Transactions with J&J In connection with the Separation, Kenvue entered into various agreements with the Parent, including the Separation Agreement. In connection with the terms of the Separation Agreement, certain assets and liabilities included in the pre-Separation balance sheet were retained by the Parent and certain assets and liabilities not included in the pre-Separation balance sheet were transferred to Kenvue. Separation related adjustments have been recognized in Net investment from Parent, net impact of which resulted in an increase in net assets and total equity by $95 million. The impact on net assets primarily represent (i) recognition of balances with J&J including indemnification matters, (ii) changes to income tax assets and liabilities as a result of change in the basis of presentation, (iii) contribution of certain liabilities including pension and employee related obligations from the Parent, (iv) the retention of assets and liabilities by J&J of certain Deferred Local Businesses (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies”), and (v) other assets and liability transfers between Kenvue and J&J in connection with the Separation. 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. 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 (the “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 (See “Tax Indemnification” below); • 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 (the “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 (the “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. In connection with the Kenvue IPO, the Parent and Kenvue also entered into various related party lease agreements, in which the Company subleased properties from the Parent. See Note 1, “Description of the Company and Summary of Significant Accounting Policies—Leases” for more information. Related Party Transactions The Company had the following balances and transactions with J&J and its affiliates, primarily in connection with the Tax Matters Agreement, Transition Services Agreement and the Transition Manufacturing Agreement, reported on the Company’s Condensed Consolidated Financial Statements: (Dollars in Millions) July 2, 2023 Accounts payable $ 537 Prepaid expenses and other receivables $ 346 Other assets $ 94 Other liabilities $ 193 Fiscal Three Months Ended (Dollars in Millions) July 2, 2023 Cost of sales $ 39 Selling, general, and administrative expenses $ 47 Tax Indemnification We entered into a Tax Matters Agreement with J&J on May 3, 2023 that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes. Allocation of Taxes With respect to taxes other than those incurred in connection with the Separation and the Distribution, the Tax Matters Agreement provides that Kenvue will generally indemnify J&J for (1) any taxes of Kenvue for all periods after the Distribution and (2) any taxes of Kenvue or J&J for periods prior to the Distribution to the extent attributable to the Consumer Health Business. J&J will generally indemnify Kenvue for (1) any taxes of J&J for all periods after the Distribution and (2) any taxes of Kenvue or J&J for periods prior to the Distribution to the extent attributable to the business and operations conducted by J&J other than the Consumer Health Business. Furthermore, subject to certain exceptions, the Company is required to reimburse J&J for certain tax refunds it receives with respect to taxes paid prior to the effective date of the Tax Matters Agreement. Preservation of the Intended Tax Treatment of Certain Steps of the Separation and the Distribution With respect to taxes incurred in connection with the Separation and the Distribution, Kenvue will generally be required to indemnify J&J for any taxes resulting from the failure of certain steps of the Separation and the Distribution to qualify for their intended tax treatment, where such taxes are attributable to actions or omissions by Kenvue. In addition, during the time period ending two years after the date of the Distribution, covenants will be in place that will limit or restrict certain actions, including share issuances, business combinations, sales of assets, and similar transactions by Kenvue. The Company does not believe that the above covenants have a material impact to the Company to date. The Company reclassified approximately $246 million of net income tax payables and refunds, unrecognized tax benefits and associated interest as indemnifications reported to Prepaid expenses and other receivables and Accounts payable for current assets and liabilities and Other assets and Other liabilities for noncurrent assets and liabilities within the Company’s Parent on the Condensed Consolidated Balance Sheet as of July 2, 2023. Debt Financing Transactions and IPO Consideration |
Other Operating Expense (Income
Other Operating Expense (Income), Net and Other Expense (Income), Net | 6 Months Ended |
Jul. 02, 2023 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense (Income), Net and Other Expense (Income), Net | Other Operating Expense (Income), Net and Other Expense (Income), Net Other operating expense (income), net for the fiscal three and six months ended July 2, 2023 and July 3, 2022 consisted of: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Litigation expense $ 21 $ 7 20 $ 7 Royalty income (1) (13) (8) (20) (Gain)/loss on disposal of fixed assets — — (9) 2 Net economic benefits from deferred markets (1) 24 — 24 — Contingent liability reversal (2) (43) — (43) — Other — 19 — 19 Total Other operating expense (income), net $ 1 $ 13 $ (16) $ 8 (1) Includes income taxes and service fees to be paid to J&J under the net economic benefit arrangements. (2) Includes the reversal of a contingent liability that was no longer considered to be probable. Other expense (income), net for the fiscal three and six months ended July 2, 2023 and July 3, 2022 consisted of: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Currency (gains)/losses on transactions $ 12 $ 5 $ 28 $ (2) Other (1) (2) (10) 12 (4) Total Other expense (income), net $ 10 $ (5) $ 40 $ (6) (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 | 6 Months Ended |
Jul. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim financial statement purposes, U.S. GAAP income tax expense/benefit related to ordinary income is determined by applying an estimated annual effective income tax rate against a company’s ordinary income, subject to certain limitations on the benefit of losses. Income tax expense/benefit related to items not characterized as ordinary income is recognized as a discrete item when incurred. The estimation of the Company’s income tax provision requires the use of management forecasts and other estimates, application of statutory income tax rates, and an evaluation of valuation allowances. The Company’s estimated annual effective income tax rate may be revised, if necessary, in each interim period. During the periods presented in the Condensed Consolidated 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 Consolidated 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. Prior to the Kenvue IPO, the Company’s operations were calculated on a carve-out basis and included certain hypothetical foreign tax credit benefits. Post-Kenvue IPO, these hypothetical foreign tax credit benefits are not available for future utilization by the Company and were removed from the tax provision during the fiscal three months ended July 2, 2023. 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 Consolidated Financial Statements. The worldwide effective income tax rates for the fiscal three months ended July 2, 2023 and July 3, 2022 were 32.7% and 22.1%, respectively, and for the fiscal six months ended July 2, 2023 and July 3, 2022 were 39.1% and 18.4%, respectively. The increase for the fiscal three months ended July 2, 2023 as compared to the fiscal three months ended July 3, 2022 was primarily the result of higher U.S. taxes on foreign income and reduced benefits for foreign tax credits. 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 $188 million valuation allowance against a deferred tax asset related to future foreign tax credit benefits thus increasing the reported rate for the fiscal six months ended July 2, 2023 as compared to the fiscal six months ended July 3, 2022. This was partially offset by additional discrete tax benefits. The effective income tax rate for the fiscal six months ended July 3, 2022 was lower due to the recognition of discrete foreign tax credit benefits. As of July 2, 2023, the Company had approximately $235 million of liabilities from unrecognized tax benefits. The Company conducts business and will file tax returns in numerous countries. The Parent 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 of the Parent. The Parent currently expects completion of this audit and settlement of the related tax liabilities in the next 12 months. Per the Tax Matters Agreement between the Parent and the Company, the Parent remains liable for all liability related to the final settlement of this audit and any U.S. federal income tax audits in which the Company is part of the Parent’s federal consolidated tax return. During fiscal three months ended July 2, 2023, the Parent made a payment to the U.S. Treasury for the estimated liability related to the 2013-2016 IRS Audit, which included $200 million related to the Consumer Health Business. 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 Consolidated Balance Sheets. Interest expense and penalties related to unrecognized tax benefits are classified as income tax expense on the Company’s Condensed Consolidated Statements of Operations. As part of the transition from Condensed Combined Financial Statements to Condensed Consolidated Financial Statements, the Company reclassified $221 million of unrecognized tax benefits related to indemnifications with the Parent to Accounts payable and Other liabilities within the Company’s Condensed Consolidated Financial Statements. 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 Consolidated 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 | 6 Months Ended |
Jul. 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 stock authorized, of which 1,716,159,990 shares were issued to Johnson & Johnson through a subscription agreement in May 2023. On May 8, 2023, the Kenvue IPO was completed through the sale of 198,734,444 shares of common stock including the underwriters’ full exercise of their option to purchase 25,921,884 shares to cover over-allotments. As of July 2, 2023, the Company had 1,914,894,444 shares of common stock issued and outstanding. 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 all periods presented, there were no dilutive equity instruments or equity awards of the Company outstanding. Net income per share for the fiscal three and six months ended July 2, 2023 and July 3, 2022 was calculated as follows: Fiscal Three Months Ended Fiscal Six Months Ended (In Millions, Except Per Share Data) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Net income $ 430 $ 604 $ 760 $ 1,132 Basic and diluted weighted-average common stock 1,838 1,716 1,777 1,716 Basic and diluted net income per share $ 0.23 $ 0.35 $ 0.43 $ 0.66 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 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 inputs • Level 3 – Significant unobservable inputs 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: July 2, 2023 January 1, 2023 (Dollars in Millions) Carrying Value Level 1 Level 2 Level 3 Carrying Value Level 1 Level 2 Level 3 Assets: Forward foreign exchange contracts $ 66 $ — $ 66 $ — $ 39 $ — $ 39 $ — Interest rate swaps — — — — 29 — 29 — Total 66 — 66 — 68 — 68 — Liabilities: Forward foreign exchange contracts $ (48) — (48) — (15) — (15) — Interest rate swaps — — — — (39) — (39) — Total (48) — (48) — (54) — (54) — Net amount presented in Prepaid expenses and other receivables: $ 18 $ — $ 18 $ — $ 14 $ — $ 14 $ — The carrying amount of Cash and cash equivalents, Trade receivables, Prepaid expenses and other receivables, and Loans and notes payable approximated fair value as of July 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. There were no transfers between Level 1, Level 2, or Level 3 during the fiscal three and six months ended July 2, 2023 and fiscal year ended January 1, 2023. The following table sets forth the notional amounts of the Company’s outstanding derivative instruments: July 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 $ 3,307 $ — $ 3,307 $ 1,768 $ 2,400 $ 4,168 Undesignated forward foreign exchange contracts $ 578 $ — $ 578 $ — $ — $ — Net investment hedges $ 10 $ — $ 10 $ — $ — $ — For the three and six months ended July 2, 2023, the Company recorded after-tax deferred net gain (loss) on derivatives of $(8) million and $31 million, respectively, in Accumulated other comprehensive loss. For the three and six months ended July 3, 2022, the Company recorded after-tax deferred net gain (loss) on derivatives of $1 million and $(3) million, respectively, in Accumulated other comprehensive loss. Forward Foreign Exchange Contracts 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 are 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 and Other expense (income), net on the Company’s Condensed Consolidated Statements of Operations, as applicable. The following table is a summary of gains and losses on forward foreign exchange contracts designated as cash flow hedges within Other comprehensive income (loss) and amount reclassified into earnings: Fiscal Three Months Ended Fiscal Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Gain (loss) recognized in Other comprehensive income (loss) $ (17) $ 1 $ — $ (2) Gain (loss) reclassified from Other comprehensive income (loss) to earnings $ (6) $ (1) $ 5 $ — The following tables are a summary of the reclassifications to Net Income related to the Company’s forward foreign exchange contracts for the fiscal three and six months ended July 2, 2023 and July 3, 2022: Fiscal Three Months Ended July 2, 2023 July 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) $ (3) $ (2) $ 8 $ 3 $ 12 Gain (loss) on forward currency exchange contracts not designated as hedges $ — $ — $ (2) $ — $ — $ (1) Fiscal Six Months Ended July 2, 2023 July 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 $ — $ 7 $ (2) 11 3 10 Gain on forward currency exchange contracts not designated as hedges $ — $ — $ 4 — — 7 The fair value of the Company’s foreign currency exchange contracts as of July 2, 2023 was included in Prepaid expenses and other receivables, on the Company’s Condensed Consolidated 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 Consolidated Statements of Operations. As of July 2, 2023 and January 1, 2023, respectively, the Company held forward foreign exchange contracts that were not designated in cash flow hedging relationships of $1 million and $0 million, respectively. Forward Starting Interest Rate Swaps 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 six months ended July 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 Consolidated Statements of Operations over the life of the 5-year, 10-year, and 30-year bonds. For the fiscal three and six months ended July 2, 2023, we reclassified $1 million and $2 million, respectively, from Other comprehensive income (loss) to the Condensed Consolidated Statements of Operations. Net Investment Hedges The Company designated certain forward currency exchange contracts as net investment hedges to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. During the fiscal three and six months ended July 2, 2023 and July 3, 2022, the Company designated as a net investment hedge a forward currency exchange contract to sell foreign currency (denominated in the local currency of the affiliate) at specified forward rates. These contracts are accounted for using the spot method with changes in the fair value of the contracts attributable to changes in spot rates recorded in Other comprehensive income (loss) (CTA). Changes in the fair value attributable to time value (“excluded components”) are initially recorded to Other comprehensive income (loss) (CTA) and are recognized within Other expense (income), net on the Company’s Condensed Consolidated Statements of Operations ratably over the life of the contract. The fair value of the contracts designated in net investment hedges in liabilities position at July 2, 2023 and January 1, 2023 were $2 million and $0 million, respectively. Effectiveness 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. Statement of Cash Flows Cash flows from derivatives designated in hedging relationships are reflected in the Condensed Consolidated Statements 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. 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 July 2, 2023 and January 1, 2023, such investments totaled $78 million and $56 million, respectively, and were included in Other assets on the Condensed Consolidated Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 02, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe 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 has been incurred, and the amount of the loss can be reasonably estimated. As of July 2, 2023, the Company has determined that the liabilities associated with certain litigation matters are probable and can be reasonably estimated. The Company has accordingly accrued for those contingent liabilities that are material 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. Accrued liabilities related to litigation matters are included in Accrued liabilities and Other liabilities on the Condensed Consolidated Balance Sheets. 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. 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 Consolidated 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 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 our subsidiary Johnson & Johnson Consumer Inc. (“JJCI”) in federal court 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, a lawsuit has been filed in state court against JJCI, the Company and J&J, and lawsuits have been filed in Canada against our subsidiary Johnson & Johnson Inc. (Canadian affiliate) (“JJI”) and J&J. At this stage in these proceedings, the Company is unable to reasonably estimate either the likelihood or the magnitude of its potential liability arising out these claims and lawsuits. 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, 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. At this stage in these proceedings, the Company is unable to reasonably estimate either the likelihood or the magnitude of its potential liability arising out these claims and lawsuits. 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 the U.S. Environmental Protection Agency and U.S. Department of Justice, 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 | 6 Months Ended |
Jul. 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 operating expense (income), net, 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 and six months ended July 2, 2023 and July 3, 2022 were as follows: Fiscal Three Months Ended Fiscal Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cough, Cold and Allergy 13 % 13 % 14 % 12 % Pain Care 12 11 13 13 Other Self Care 16 15 15 15 Face and Body Care 19 20 19 20 Hair, Sun and Other 10 10 10 9 Oral Care 10 10 10 10 Baby Care 9 10 9 10 Other Essential Health 11 11 10 11 Total 100 % 100 % 100 % 100 % Segment Net Sales and Adjusted Operating Income Segment Net sales and Adjusted operating income for the fiscal three and six months ended July 2, 2023 and July 3, 2022 were as follows: Net Sales Net Sales Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Self Care $ 1,661 $ 1,481 $ 3,301 $ 2,946 Skin Health and Beauty 1,147 1,126 2,258 2,138 Essential Health 1,203 1,197 2,304 2,310 Total $ 4,011 $ 3,804 $ 7,863 $ 7,394 Adjusted Operating Income Adjusted Operating Income Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Self Care $ 576 $ 524 $ 1,158 $ 998 Skin Health and Beauty 201 243 350 370 Essential Health 250 314 461 560 Total Adjusted operating income (1)(2) $ 1,027 $ 1,081 $ 1,969 $ 1,928 Reconciliation to Income before taxes: Depreciation and amortization 148 161 300 326 Separation-related costs 102 49 200 59 Restructuring (3) — 24 — 38 Other operating expense (income), net 1 13 (16) 8 General corporate/unallocated expenses 74 64 143 116 Total operating income $ 702 $ 770 $ 1,342 $ 1,381 Other expense (income), net 10 (5) 40 (6) Interest expense, net 53 — 54 — Income before taxes $ 639 $ 775 $ 1,248 $ 1,387 (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) We define Adjusted operating income as U.S. GAAP Operating income excluding depreciation and amortization, Separation-related costs, restructuring expense, Other operating expense (income), net, and general corporate unallocated expenses that are not part of our measurement of segment performance. Management uses Adjusted operating income to assess segment financial performance. (3) Exclusive of the restructuring expense included in Other operating expense (income), net on the Company’s Condensed Consolidated Statements of Operations. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 6 Months Ended |
Jul. 02, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Liabilities | Accrued and Other Liabilities Accrued liabilities consisted of: (Dollars in Millions) July 2, 2023 January 1, 2023 Accrued expenses $ 470 $ 447 Accrued compensation and benefits 275 272 Lease liability 47 35 Other accrued liabilities (1) 409 152 Accrued liabilities $ 1,201 $ 906 Other liabilities consisted of: (Dollars in Millions) July 2, 2023 January 1, 2023 Accrued income taxes - noncurrent $ 234 $ 584 Noncurrent lease liability 120 81 Other noncurrent accrued liabilities (1) 239 62 Other liabilities $ 593 $ 727 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 02, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividend Declaration On July 20, 2023, the Company’s Board of Directors declared a $0.20 cash dividend for the third quarter of 2023 to shareholders. The third quarter dividend of $0.20 per share on the outstanding common stock of the Company will be payable on September 7, 2023 to shareholders of record as of the close of business on August 28, 2023. Proposed Exchange Offer |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 430 | $ 604 | $ 760 | $ 1,132 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jul. 02, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of the Company an_2
Description of the Company and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Company and 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 Effective April 4, 2023, the Company’s financial statements are presented on a consolidated basis, as J&J completed the Consumer Health Business Transfer on such date. The unaudited financial statements for all periods presented, including the historical results of the Company prior to April 4, 2023, are now referred to as the “Condensed Consolidated Financial Statements”. Prior to April 4, 2023, the Company operated as a segment of the Parent and not as a separate entity. The Company’s financial statements prior to April 4, 2023 were prepared on a combined basis and were derived from the Parent’s historical consolidated financial statements for interim financial reporting, which do not conform in all respects to the requirements of accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual financial statements. The Condensed Consolidated Balance Sheet as of January 1, 2023 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Accordingly, the accompanying Condensed Consolidated 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 Consolidated 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. Prior to the Kenvue IPO, the Company relied on the Parent’s corporate and other support functions. Therefore, certain corporate and shared costs were allocated to the Company including the assets, liabilities, revenues, and expenses that J&J’s management determined were specifically or primarily identifiable to the Company, as well as direct and indirect costs that were attributable to the operations of the Company. Indirect costs are the costs of support functions that were provided on a centralized or geographic basis by the Parent and its affiliates, which included, but were 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 were allocated to the Company for the purposes of preparing condensed combined financial statements prior to the Kenvue IPO, based on a specific identification basis or, when specific identification was not practicable, a proportional cost allocation method, primarily net sales, headcount, or other allocation methodologies that were 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 were 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. Kenvue’s practice is to establish actual quarterly closing dates using a predetermined fiscal calendar, which allows the business to close its books on Sunday at the end of the period. The Company and the Parent incurred certain non-recurring Separation-related costs in the establishment of Kenvue as a standalone public company. Costs incurred by the Company and those costs incurred by the Parent determined to be for the benefit of the Company are included in the Condensed Consolidated Financial Statements. These non-recurring Separation-related costs were $102 million and $49 million for the fiscal three months ended July 2, 2023 and July 3, 2022, respectively, and $200 million and $59 million for the fiscal six months ended July 2, 2023 and July 3, 2022, respectively. The non-recurring Separation-related costs are included within Selling, general, and administrative expenses. The Condensed Consolidated Financial Statements include the accounts of the Company and entities consolidated under the variable interest and voting models. Intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Condensed Consolidated 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. |
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 within Interest expense, net on the Company’s Condensed Consolidated 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. |
Variable Interest Entities and Net Economic Benefit Arrangements | Variable Interest Entities and Net Economic Benefit Arrangements When the Company makes an initial investment in or establishes other variable interests in an entity, the entity is first evaluated to determine if it is a Variable Interest Entity (“VIE”) and if the Company is the primary beneficiary of the VIE, and therefore subject to consolidation regardless of percentage ownership. The primary beneficiary of a VIE is a party that meets both of the following criteria: (1) it has the power to direct the activities that most significantly impact the economic performance of the VIE; and (2) it has the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. Periodically, the Company assesses whether any change in its interest in or relationship with the entity affects the determination as to whether the entity is a VIE, and, if so, whether the Company is the primary beneficiary. In connection with the Kenvue IPO, the Parent and Kenvue entered into a separation agreement (the “Separation Agreement”) on May 3, 2023. Under the Separation Agreement, transfer of certain assets and liabilities of the Consumer Health Business in certain jurisdictions (each, a “Deferred Local Business”) was not completed prior to the Kenvue IPO and was deferred due to certain precedent conditions, which include ensuring compliance with applicable law, obtaining necessary governmental approvals and other consents and for other business reasons. At Kenvue IPO and until the Deferred Local Business transfers to the Company, J&J (1) holds and operates the Deferred Local Businesses on behalf of and for the benefit of the Company, and (2) will use reasonable best efforts to treat and operate, insofar as reasonably practicable and to the extent permitted by applicable law, each such Deferred Local Business in the ordinary course of business in all material respects consistent with past practice. The benefits and costs related to these Deferred Local Businesses will be assumed by the Company (see below “—Net Economic Benefit Arrangements”). In addition, the Company and J&J will use reasonable best efforts to take all actions to transfer each Deferred Local Business as promptly as reasonably practicable. When the precedent conditions are met, the Deferred Local Businesses will be transferred to the Company as per the terms of the arrangement with J&J. Net Economic Benefit Arrangements With respect to certain Deferred Local Businesses that are legal entities and the Deferred Local Businesses that are not legal entities (“Deferred Markets”) as described above, the Company and J&J entered into net economic benefit arrangements effective on April 4, 2023, pursuant to which, among other things, J&J will transfer to the Company the net profits from the operations of each of the Deferred Markets (or, in the event the operations of any such Deferred Markets result in net losses to J&J, the Company will reimburse J&J for the amount of such net losses). |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation. For additional information on the realignment of certain allocations in segment financial results, see Note 14, “Segments of Business”. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | 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. The Company 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. Prior to the establishment of the Company’s supplier financing program in the second quarter of 2023, the Company participated in the Parent’s supplier financing program. The terms of the Company’s supplier financing program are substantially the same as the Parent’s program. As of July 2, 2023 and January 1, 2023, the Company’s accounts payable balances included $265 million and $293 million, respectively, related to invoices from suppliers participating in the supplier finance program. Recently Issued Accounting Standards Not Yet Adopted There were no new accounting standards issued during the fiscal six months ended July 2, 2023 that have had a material impact on the Company’s Condensed Consolidated Financial Statements. |
Description of the Company an_3
Description of the Company and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets And Liabilities, Lessee | Right of Use assets (“ROU assets”) and lease liabilities associated with the Company's operating leases are included in the Condensed Consolidated Balance Sheets as of July 2, 2023 and January 1, 2023 as follows: (Dollars in Millions) July 2, 2023 (1) January 1, 2023 ROU assets included in: Other non-current assets $ 164 $ 110 Lease liabilities included in: Accrued and other current liabilities 47 35 Other non-current liabilities 120 81 Total lease liabilities $ 167 $ 116 (1) Includes related party leases of $73 million of ROU assets, $13 million of current lease liabilities, and $56 million of non-current lease liabilities. |
Schedule of Variable Interest Entities | The amounts represented in this table are only those assets of the VIEs that can be used to settle only the VIE’s obligations and the VIE’s creditors (or beneficial interest holders) have no recourse against the general credit of the primary beneficiary. (Dollars in Millions) July 2, 2023 Assets Current assets Cash and cash equivalents $ 228 Trade receivables, less allowances for credit losses 91 Inventories 79 Prepaid expenses and other receivables 10 Total current assets 408 Property, plant, and equipment, net 126 Intangible assets, net 37 Goodwill 249 Deferred taxes on income 34 Other assets 20 Total assets $ 874 Liabilities Current liabilities Accounts payable $ 81 Accrued liabilities 80 Accrued rebates, returns, and promotions 98 Accrued taxes on income 23 Total current liabilities 282 Deferred taxes on income 4 Other liabilities 18 Total liabilities $ 304 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | As of July 2, 2023 and January 1, 2023, inventories were comprised of: (Dollars in Millions) July 2, 2023 January 1, 2023 Raw materials and supplies $ 299 $ 351 Goods in process 134 123 Finished goods 1,593 1,752 Total inventories $ 2,026 $ 2,226 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jul. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | As of July 2, 2023 and January 1, 2023, the gross and net amounts of intangible assets were: July 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 $ 4,383 $ (1,583) $ 2,800 $ 4,400 $ (1,485) $ 2,915 Customer relationships 2,099 (1,087) 1,012 2,127 (1,063) 1,064 Other intangibles 1,348 (671) 677 1,343 (650) 693 Total definite-lived intangible assets $ 7,830 $ (3,341) $ 4,489 $ 7,870 $ (3,198) $ 4,672 Indefinite-lived intangible assets: Trademarks 5,128 — 5,128 5,122 — 5,122 Other 61 — 61 59 — 59 Total intangible assets, net $ 13,019 $ (3,341) $ 9,678 $ 13,051 $ (3,198) $ 9,853 |
Intangible Asset Amortization Expense | Amortization expense, which was included in Cost of Sales, for the Company’s amortizable assets was as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Trademarks $ 53 $ 48 $ 94 $ 98 Other intangible assets 26 41 66 84 Total Amortization expense $ 79 $ 89 $ 160 $ 182 |
Schedule of Finite-Lived Intangible Assets, Future 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 $ 157 $ 306 $ 282 $ 273 $ 274 $ 270 |
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 (39) (76) 11 (104) Goodwill at July 2, 2023 $ 5,155 $ 2,289 $ 1,637 $ 9,081 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jul. 02, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The components of the Company’s debt as of July 2, 2023 and January 1, 2023 were as follows: (Dollars in Millions) July 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 — Other 6 — Discounts and debt issuance costs (72) — Total long-term debt $ 7,684 $ — Commercial paper 754 — Discounts and debt issuance costs (2) — Total loans and notes payable 752 — Total debt $ 8,436 $ — |
Interest Income and Interest Expense Disclosure | The amount included in Interest expense, net on the Company’s Condensed Consolidated Statements of Operations consists of the following: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Interest expense $ 118 $ — $ 129 $ — Interest income (1) (65) — (75) — Interest expense, net $ 53 $ — $ 54 $ — (1) Includes interest income of $33 million for both of the fiscal three and six months ended July 2, 2023 recognized in relation to the Facility Agreement. |
Schedule of Maturities of Long-Term Debt | The schedule of principal payments required on the Company’s 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) | 6 Months Ended |
Jul. 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 and six months ended July 2, 2023 and July 3, 2022, included the following components: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Service cost $ 5 $ 2 $ 10 $ 4 Interest cost 7 1 10 2 Recognized actuarial gain — 1 — 2 Expected return on plan assets (7) — (10) — Net periodic benefit cost $ 5 $ 4 $ 10 $ 8 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 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 Cash Flow Hedges (3) Total Accumulated Other Comprehensive Loss April 2, 2023 $ (5,313) $ 26 $ 48 $ (5,239) Net change (177) (83) (8) (268) July 2, 2023 $ (5,490) $ (57) $ 40 $ (5,507) April 3, 2022 $ (4,701) $ (48) $ (5) $ (4,754) Net change (835) 1 1 (833) July 3, 2022 $ (5,536) $ (47) $ (4) $ (5,587) (1) Foreign currency translation adjustments for the fiscal three months ended July 2, 2023 and July 3, 2022 were net of benefit from taxes of $30 million and $65 million, respectively. Income taxes on foreign currency translation relate to tax impact on prior earnings that are not permanently reinvested and will be repatriated in the future. (2) Employee benefit plans for the fiscal three months ended July 2, 2023 were net of benefit from taxes of $18 million. Net change for the fiscal three months ended July 2, 2023 includes Separation adjustments of $73 million in connection with transfers of certain pensions plans by the Parent to the Company. (3) Gain on derivatives and hedges for the fiscal three months ended July 2, 2023 were net of benefit from taxes of $4 million. (Dollars in Millions) Foreign Currency Translation (1) Employee Benefit Plans (2) Gain On Cash Flow Hedges (3) Total Accumulated Other Comprehensive Loss January 1, 2023 $ (5,474) $ 12 $ 9 $ (5,453) Net change (16) (69) 31 (54) July 2, 2023 $ (5,490) $ (57) $ 40 $ (5,507) January 2, 2022 $ (4,421) $ (51) $ (1) $ (4,473) Net change (1,115) 4 (3) (1,114) July 3, 2022 $ (5,536) $ (47) $ (4) $ (5,587) (1) Foreign currency translation adjustments for the fiscal six months ended July 2, 2023 and July 3, 2022 were net of benefit from taxes of $9 million and $77 million, respectively. Income taxes on foreign currency translation relate to tax impact on prior earnings that are not permanently reinvested and will be repatriated in the future. (2) Employee benefit plans for the fiscal six months ended July 2, 2023 and July 3, 2022 were net of benefit from taxes of $17 million and $1 million, respectively. Net change for the fiscal six months ended July 2, 2023 includes Separation adjustments of $73 million in connection with transfers of certain pensions plans by the Parent to the Company. (3) Gain on derivatives and hedges for the fiscal six months ended July 2, 2023 were net of provision for taxes of $9 million. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 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 and six months ended July 2, 2023 and July 3, 2022, were as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cost of sales $ 12 $ 10 $ 16 $ 18 Selling, general, and administrative expenses 26 31 57 58 Stock-based compensation expense $ 38 $ 41 $ 73 $ 76 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jul. 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 Consolidated Statements of Operations for the fiscal three and six months ended July 2, 2023 and July 3, 2022 were as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cost of sales $ 16 $ 40 $ 25 $ 76 Selling, general, and administrative expenses 33 173 120 330 Total $ 49 $ 213 $ 145 $ 406 The components of Net transfers (to) from the Parent for the fiscal three and six months ended July 2, 2023 and July 3, 2022 were as follows: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cash pooling and general financing activities $ (37) $ (916) $ (446) $ (1,324) Corporate cost allocations 49 213 145 406 Taxes deemed settled with the Parent — 1 27 1 Allocated derivative and hedging gains — 26 — 25 Net transfers (to) from the Parent as reflected in the Condensed Consolidated Statements of Cash Flows $ 12 $ (676) $ (274) $ (892) Stock-based compensation expense (1) — 41 — 76 Other (2) — (34) — Net transfers (to) from the Parent as reflected in the Condensed Consolidated Statements of Equity $ 10 $ (635) $ (308) $ (816) (1) Stock-based compensation expense is separately shown within the Condensed Consolidated Statement of Equity in fiscal year 2023, and therefore no longer a reconciling item between the Condensed Consolidated Statement of Equity and the Condensed Consolidated Statement of Cash Flows. The Company had the following balances and transactions with J&J and its affiliates, primarily in connection with the Tax Matters Agreement, Transition Services Agreement and the Transition Manufacturing Agreement, reported on the Company’s Condensed Consolidated Financial Statements: (Dollars in Millions) July 2, 2023 Accounts payable $ 537 Prepaid expenses and other receivables $ 346 Other assets $ 94 Other liabilities $ 193 Fiscal Three Months Ended (Dollars in Millions) July 2, 2023 Cost of sales $ 39 Selling, general, and administrative expenses $ 47 |
Other Operating Expense (Inco_2
Other Operating Expense (Income), Net and Other Expense (Income), Net (Tables) | 6 Months Ended |
Jul. 02, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Other operating expense (income), net for the fiscal three and six months ended July 2, 2023 and July 3, 2022 consisted of: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Litigation expense $ 21 $ 7 20 $ 7 Royalty income (1) (13) (8) (20) (Gain)/loss on disposal of fixed assets — — (9) 2 Net economic benefits from deferred markets (1) 24 — 24 — Contingent liability reversal (2) (43) — (43) — Other — 19 — 19 Total Other operating expense (income), net $ 1 $ 13 $ (16) $ 8 (1) Includes income taxes and service fees to be paid to J&J under the net economic benefit arrangements. (2) Includes the reversal of a contingent liability that was no longer considered to be probable. |
Schedule of Other Nonoperating Income (Expense) | Other expense (income), net for the fiscal three and six months ended July 2, 2023 and July 3, 2022 consisted of: Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Currency (gains)/losses on transactions $ 12 $ 5 $ 28 $ (2) Other (1) (2) (10) 12 (4) Total Other expense (income), net $ 10 $ (5) $ 40 $ (6) (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) | 6 Months Ended |
Jul. 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 and six months ended July 2, 2023 and July 3, 2022 was calculated as follows: Fiscal Three Months Ended Fiscal Six Months Ended (In Millions, Except Per Share Data) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Net income $ 430 $ 604 $ 760 $ 1,132 Basic and diluted weighted-average common stock 1,838 1,716 1,777 1,716 Basic and diluted net income per share $ 0.23 $ 0.35 $ 0.43 $ 0.66 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
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: July 2, 2023 January 1, 2023 (Dollars in Millions) Carrying Value Level 1 Level 2 Level 3 Carrying Value Level 1 Level 2 Level 3 Assets: Forward foreign exchange contracts $ 66 $ — $ 66 $ — $ 39 $ — $ 39 $ — Interest rate swaps — — — — 29 — 29 — Total 66 — 66 — 68 — 68 — Liabilities: Forward foreign exchange contracts $ (48) — (48) — (15) — (15) — Interest rate swaps — — — — (39) — (39) — Total (48) — (48) — (54) — (54) — Net amount presented in Prepaid expenses and other receivables: $ 18 $ — $ 18 $ — $ 14 $ — $ 14 $ — |
Schedule of Notional Amounts of Outstanding Derivative Instruments | The following table sets forth the notional amounts of the Company’s outstanding derivative instruments: July 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 $ 3,307 $ — $ 3,307 $ 1,768 $ 2,400 $ 4,168 Undesignated forward foreign exchange contracts $ 578 $ — $ 578 $ — $ — $ — Net investment hedges $ 10 $ — $ 10 $ — $ — $ — |
Summary of Derivative Activity | The following table is a summary of gains and losses on forward foreign exchange contracts designated as cash flow hedges within Other comprehensive income (loss) and amount reclassified into earnings: Fiscal Three Months Ended Fiscal Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Gain (loss) recognized in Other comprehensive income (loss) $ (17) $ 1 $ — $ (2) Gain (loss) reclassified from Other comprehensive income (loss) to earnings $ (6) $ (1) $ 5 $ — The following tables are a summary of the reclassifications to Net Income related to the Company’s forward foreign exchange contracts for the fiscal three and six months ended July 2, 2023 and July 3, 2022: Fiscal Three Months Ended July 2, 2023 July 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) $ (3) $ (2) $ 8 $ 3 $ 12 Gain (loss) on forward currency exchange contracts not designated as hedges $ — $ — $ (2) $ — $ — $ (1) Fiscal Six Months Ended July 2, 2023 July 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 $ — $ 7 $ (2) 11 3 10 Gain on forward currency exchange contracts not designated as hedges $ — $ — $ 4 — — 7 |
Segments of Business (Tables)
Segments of Business (Tables) | 6 Months Ended |
Jul. 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 and six months ended July 2, 2023 and July 3, 2022 were as follows: Fiscal Three Months Ended Fiscal Six Months Ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Cough, Cold and Allergy 13 % 13 % 14 % 12 % Pain Care 12 11 13 13 Other Self Care 16 15 15 15 Face and Body Care 19 20 19 20 Hair, Sun and Other 10 10 10 9 Oral Care 10 10 10 10 Baby Care 9 10 9 10 Other Essential Health 11 11 10 11 Total 100 % 100 % 100 % 100 % |
Schedule of Segment Net Sales and Adjusted Operating Income | Segment Net sales and Adjusted operating income for the fiscal three and six months ended July 2, 2023 and July 3, 2022 were as follows: Net Sales Net Sales Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Self Care $ 1,661 $ 1,481 $ 3,301 $ 2,946 Skin Health and Beauty 1,147 1,126 2,258 2,138 Essential Health 1,203 1,197 2,304 2,310 Total $ 4,011 $ 3,804 $ 7,863 $ 7,394 Adjusted Operating Income Adjusted Operating Income Fiscal Three Months Ended Fiscal Six Months Ended (Dollars in Millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Self Care $ 576 $ 524 $ 1,158 $ 998 Skin Health and Beauty 201 243 350 370 Essential Health 250 314 461 560 Total Adjusted operating income (1)(2) $ 1,027 $ 1,081 $ 1,969 $ 1,928 Reconciliation to Income before taxes: Depreciation and amortization 148 161 300 326 Separation-related costs 102 49 200 59 Restructuring (3) — 24 — 38 Other operating expense (income), net 1 13 (16) 8 General corporate/unallocated expenses 74 64 143 116 Total operating income $ 702 $ 770 $ 1,342 $ 1,381 Other expense (income), net 10 (5) 40 (6) Interest expense, net 53 — 54 — Income before taxes $ 639 $ 775 $ 1,248 $ 1,387 (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) We define Adjusted operating income as U.S. GAAP Operating income excluding depreciation and amortization, Separation-related costs, restructuring expense, Other operating expense (income), net, and general corporate unallocated expenses that are not part of our measurement of segment performance. Management uses Adjusted operating income to assess segment financial performance. (3) Exclusive of the restructuring expense included in Other operating expense (income), net on the Company’s Condensed Consolidated Statements of Operations. |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 6 Months Ended |
Jul. 02, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of: (Dollars in Millions) July 2, 2023 January 1, 2023 Accrued expenses $ 470 $ 447 Accrued compensation and benefits 275 272 Lease liability 47 35 Other accrued liabilities (1) 409 152 Accrued liabilities $ 1,201 $ 906 |
Schedule of Other Liabilities | Other liabilities consisted of: (Dollars in Millions) July 2, 2023 January 1, 2023 Accrued income taxes - noncurrent $ 234 $ 584 Noncurrent lease liability 120 81 Other noncurrent accrued liabilities (1) 239 62 Other liabilities $ 593 $ 727 |
Description of the Company an_4
Description of the Company and Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
May 08, 2023 USD ($) $ / shares shares | Apr. 20, 2023 USD ($) ft² | Jul. 02, 2023 USD ($) $ / shares shares | Jul. 03, 2022 USD ($) | Jul. 02, 2023 USD ($) Segment $ / shares shares | Jul. 03, 2022 USD ($) | May 09, 2023 USD ($) | May 04, 2023 $ / shares | Jan. 01, 2023 USD ($) $ / shares | |
Business Acquisition [Line Items] | |||||||||
Number of business segments | Segment | 3 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Sales price per share (in CHF per share) | $ / shares | $ 22 | ||||||||
Cash | $ 1,231 | $ 1,231 | $ 1,170 | $ 1,231 | |||||
Common stock outstanding (in shares) | shares | 1,914,894,444 | 1,914,894,444 | |||||||
Separation-related costs | $ 102 | $ 49 | $ 200 | $ 59 | |||||
Research and development costs | 99 | 94 | 188 | 182 | |||||
Net income | 430 | $ 604 | 760 | $ 1,132 | |||||
Accounts payable | 265 | 265 | $ 293 | ||||||
Variable Interest Entity, Primary Beneficiary | |||||||||
Business Acquisition [Line Items] | |||||||||
Net income | 32 | ||||||||
Research And Development Facility, Summit, NJ | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of property (in square feet) | ft² | 290,000 | ||||||||
Lease expense | $ 10 | ||||||||
Lease, term of contract (in years) | 15 years | ||||||||
Net Economic Benefit Arrangements | Parent | Related Party | |||||||||
Business Acquisition [Line Items] | |||||||||
Net income | 16 | ||||||||
Net payable | $ 43 | $ 43 | |||||||
Consumer Health Business | Consumer Health Spinoff | Parent | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 13,800 | ||||||||
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 | ||||||||
Over-Allotment Option | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued in transaction (in shares) | shares | 25,921,884 | ||||||||
Kenvue | Johnson & Johnson | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock outstanding (in shares) | shares | 1,716,160,000 | ||||||||
Percentage ownership after transaction | 89.60% |
Description of the Company an_5
Description of the Company and Summary of Significant Accounting Policies - Lease Assets and Liabilities (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | $ 164 | $ 110 |
Total lease liabilities | 167 | 116 |
Current lease liability | 47 | 35 |
Noncurrent lease liability | 120 | 81 |
Related Party | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | 73 | |
Current lease liability | 13 | |
Noncurrent lease liability | 56 | |
Accrued and other current liabilities | ||
Lessee, Lease, Description [Line Items] | ||
Total lease liabilities | 47 | 35 |
Other non-current liabilities | ||
Lessee, Lease, Description [Line Items] | ||
Total lease liabilities | $ 120 | $ 81 |
Description of the Company an_6
Description of the Company and Summary of Significant Accounting Policies - Consolidated Assets and Liabilities of Deferred Legal Entities (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 | Jul. 03, 2022 | Jan. 02, 2022 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 1,231 | $ 1,231 | $ 838 | $ 740 |
Inventories | 2,026 | 2,226 | ||
Prepaid expenses and other receivables | 643 | 175 | ||
Total current assets | 6,219 | 5,877 | ||
Property, plant, and equipment, net | 1,832 | 1,820 | ||
Goodwill | 9,081 | 9,185 | ||
Total Assets | 27,542 | 27,316 | ||
Accounts payable | 2,354 | 1,829 | ||
Accrued liabilities | 1,201 | 906 | ||
Accrued rebates, returns, and promotions | 753 | 862 | ||
Total current liabilities | 5,299 | 3,926 | ||
Other liabilities | 593 | 727 | ||
Total liabilities | 16,502 | $ 7,295 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 228 | |||
Trade receivables, less allowances for credit losses | 91 | |||
Inventories | 79 | |||
Prepaid expenses and other receivables | 10 | |||
Total current assets | 408 | |||
Property, plant, and equipment, net | 126 | |||
Intangible assets, net | 37 | |||
Goodwill | 249 | |||
Deferred taxes on income | 34 | |||
Other assets | 20 | |||
Total Assets | 874 | |||
Accounts payable | 81 | |||
Accrued liabilities | 80 | |||
Accrued rebates, returns, and promotions | 98 | |||
Accrued taxes on income | 23 | |||
Total current liabilities | 282 | |||
Deferred taxes on income | 4 | |||
Other liabilities | 18 | |||
Total liabilities | $ 304 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 299 | $ 351 |
Goods in process | 134 | 123 |
Finished goods | 1,593 | 1,752 |
Total inventories | $ 2,026 | $ 2,226 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Definite-lived intangible assets: | ||
Gross Carrying Amount | $ 7,830 | $ 7,870 |
Accumulated Amortization | (3,341) | (3,198) |
Net Carrying Amount | 4,489 | 4,672 |
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 9,678 | 9,853 |
Gross Carrying Amount | 13,019 | 13,051 |
Trademarks | ||
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 5,128 | 5,122 |
Net Carrying Amount | 5,128 | 5,122 |
Other intangibles | ||
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 61 | 59 |
Net Carrying Amount | 61 | 59 |
Patents and trademarks | ||
Definite-lived intangible assets: | ||
Gross Carrying Amount | 4,383 | 4,400 |
Accumulated Amortization | (1,583) | (1,485) |
Net Carrying Amount | 2,800 | 2,915 |
Customer relationships | ||
Definite-lived intangible assets: | ||
Gross Carrying Amount | 2,099 | 2,127 |
Accumulated Amortization | (1,087) | (1,063) |
Net Carrying Amount | 1,012 | 1,064 |
Other intangibles | ||
Definite-lived intangible assets: | ||
Gross Carrying Amount | 1,348 | 1,343 |
Accumulated Amortization | (671) | (650) |
Net Carrying Amount | $ 677 | $ 693 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jul. 03, 2022 | Jul. 03, 2022 | Jul. 02, 2023 | |
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] | |||
Impairment of intangible assets | $ 12 | $ 12 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Intangible Asset Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total Amortization expense | $ 79 | $ 89 | $ 160 | $ 182 |
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total Amortization expense | 53 | 48 | 94 | 98 |
Other intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total Amortization expense | $ 26 | $ 41 | $ 66 | $ 84 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Millions | Jul. 02, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 157 |
2024 | 306 |
2025 | 282 |
2026 | 273 |
2027 | 274 |
2028 | $ 270 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Goodwill By Segment (Details) $ in Millions | 6 Months Ended |
Jul. 02, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | $ 9,185 |
Currency translation/other | (104) |
Goodwill at July 2, 2023 | 9,081 |
Self Care | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | 5,194 |
Currency translation/other | (39) |
Goodwill at July 2, 2023 | 5,155 |
Skin Health and Beauty | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | 2,365 |
Currency translation/other | (76) |
Goodwill at July 2, 2023 | 2,289 |
Essential Health | |
Goodwill [Roll Forward] | |
Goodwill at January 1, 2023 | 1,626 |
Currency translation/other | 11 |
Goodwill at July 2, 2023 | $ 1,637 |
Borrowings - Long-Term Debt (De
Borrowings - Long-Term Debt (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Debt Instrument [Line Items] | ||
Discounts and debt issuance costs | $ (72) | $ 0 |
Long-term debt | 7,684 | 0 |
Commercial paper | 754 | 0 |
Discounts and debt issuance costs | (2) | 0 |
Total loans and notes payable | 752 | 0 |
Total debt | 8,436 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | 6 | 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 | 6 Months Ended | ||||||||
May 08, 2023 USD ($) | Mar. 06, 2023 USD ($) | Mar. 03, 2023 USD ($) | May 03, 2023 USD ($) | Jul. 02, 2023 USD ($) | Jul. 03, 2022 USD ($) | Jul. 02, 2023 USD ($) | Jul. 03, 2022 USD ($) | Apr. 05, 2023 USD ($) | Mar. 22, 2023 USD ($) numberOfNotes | Jan. 01, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of Senior Notes, net of issuance cost | $ 7,686,000,000 | $ 0 | |||||||||
Unamortized debt issuance costs | $ 72,000,000 | $ 72,000,000 | $ 0 | ||||||||
Weighted average interest rate | 5.10% | 5.10% | |||||||||
Interest income | $ 33,000,000 | $ 33,000,000 | |||||||||
Proceeds from collection of receivables | 8,941,000,000 | 0 | |||||||||
Maturity term | 364 days | ||||||||||
Interest expense | 118,000,000 | $ 0 | 129,000,000 | $ 0 | |||||||
Long-term debt, fair value | 7,800,000,000 | 7,800,000,000 | |||||||||
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 Senior Notes, net of issuance cost | 7,700,000,000 | ||||||||||
Unamortized debt issuance costs | $ 75,000,000 | ||||||||||
Amortization of debt issuance costs | 3,000,000 | $ 3,000,000 | |||||||||
Redemption price, percentage of principal amount redeemed | 100% | ||||||||||
Senior notes | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity term | 0 months | ||||||||||
Senior notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity term | 6 months | ||||||||||
Facility Agreement | Johnson & Johnson | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from collection of receivables | $ 9,000,000,000 | ||||||||||
Facility Agreement | Johnson & Johnson | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 8,900,000,000 | ||||||||||
Weighted average interest rate | 4.70% | ||||||||||
Facility Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Johnson & Johnson | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread (in basis points) | 0.15% | ||||||||||
Interest rate floor | 0% | ||||||||||
Revolving credit facility | The Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 4,000,000,000 | ||||||||||
Outstanding balance | $ 0 | $ 0 | |||||||||
Maturity term | 5 years | ||||||||||
Commercial paper | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Weighted average interest rate | 5.20% | 5.20% | |||||||||
Line of credit facility, maximum borrowing capacity | $ 4,000,000,000 | ||||||||||
Outstanding balance | $ 754,000,000 | $ 754,000,000 | |||||||||
Maturity term | 90 days | ||||||||||
Proceeds from issuance | $ 1,250,000,000 | $ 1,200,000,000 | |||||||||
Related discount | (2,000,000) | (2,000,000) | |||||||||
Interest expense | 9,000,000 | 9,000,000 | |||||||||
Commercial paper | Debt Financing Transactions | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance | $ 2,300,000,000 | ||||||||||
Debt repaid | $ 1,600,000,000 |
Borrowings - Interest Income an
Borrowings - Interest Income and Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 118 | $ 0 | $ 129 | $ 0 |
Interest income(1) | (65) | 0 | (75) | 0 |
Interest expense, net | 53 | $ 0 | 54 | $ 0 |
Interest income | $ 33 | $ 33 |
Borrowings - Long-Term Debt Mat
Borrowings - Long-Term Debt Maturities (Details) $ in Millions | Jul. 02, 2023 USD ($) |
Debt Disclosure [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 | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Components of net periodic benefit cost | ||||
Service cost | $ 5 | $ 2 | $ 10 | $ 4 |
Interest cost | 7 | 1 | 10 | 2 |
Recognized actuarial gain | 0 | 1 | 0 | 2 |
Expected return on plan assets | (7) | 0 | (10) | 0 |
Net periodic benefit cost | $ 5 | $ 4 | $ 10 | $ 8 |
Pensions - Narrative (Details)
Pensions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Retirement Benefits [Abstract] | ||||
Total benefit plan expense allocated | $ 1 | $ 15 | $ 17 | $ 27 |
Transfer of net pension assets | 86 | |||
Transfer of net pension liabilities | $ 21 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 20,282 | $ 20,465 | $ 20,021 | $ 20,399 |
Ending balance | 11,040 | 19,601 | 11,040 | 19,601 |
Foreign currency translation adjustment, taxes | (30) | (65) | (9) | (77) |
Separation adjustments | 22 | 22 | ||
Employee benefit plans, taxes | (18) | (17) | (1) | |
Gain (loss) on derivatives and hedges, taxes | (4) | 9 | ||
Total Accumulated Other Comprehensive Loss | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (5,239) | (4,754) | (5,453) | (4,473) |
Net change | (268) | (833) | (54) | (1,114) |
Ending balance | (5,507) | (5,587) | (5,507) | (5,587) |
Separation adjustments | (73) | (73) | ||
Foreign Currency Translation | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (5,313) | (4,701) | (5,474) | (4,421) |
Net change | (177) | (835) | (16) | (1,115) |
Ending balance | (5,490) | (5,536) | (5,490) | (5,536) |
Employee Benefit Plans | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 26 | (48) | 12 | (51) |
Net change | (83) | 1 | (69) | 4 |
Ending balance | (57) | (47) | (57) | (47) |
Gain On Cash Flow Hedges | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 48 | (5) | 9 | (1) |
Net change | (8) | 1 | 31 | (3) |
Ending balance | $ 40 | $ (4) | $ 40 | $ (4) |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 38 | $ 41 | $ 73 | $ 76 |
Cost of Sales [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 12 | 10 | 16 | 18 |
Selling, general, and administrative expenses | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 26 | $ 31 | $ 57 | $ 58 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 38 | $ 41 | $ 73 | $ 76 | |
2023 Plan | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Maximum shares to be issued (in shares) | 188,897,256 | ||||
Parent | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 8 | $ 2 | $ 18 |
Related Parties - Cost Allocati
Related Parties - Cost Allocations from Parent (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Related Party Transaction [Line Items] | ||||
Cost of sales | $ 1,786 | $ 1,646 | $ 3,513 | $ 3,280 |
Selling, general, and administrative expenses | 1,522 | 1,375 | 3,024 | 2,725 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Total | 49 | 213 | 145 | 406 |
Related Party | Cost of Sales [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of sales | 16 | 40 | 25 | 76 |
Related Party | Selling, general, and administrative expenses | ||||
Related Party Transaction [Line Items] | ||||
Selling, general, and administrative expenses | $ 33 | $ 173 | $ 120 | $ 330 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 03, 2023 | Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Related Party Transaction [Line Items] | |||||
Unrecognized tax benefits | $ 221 | ||||
Proceeds from issuance of Senior Notes, net of issuance cost | 7,686 | $ 0 | |||
Interest income | $ 65 | $ 0 | 75 | 0 | |
Proceeds from collection of receivables | 8,941 | $ 0 | |||
Commercial paper | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance | $ 1,250 | 1,200 | |||
Senior notes | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of Senior Notes, net of issuance cost | 7,700 | ||||
Interest income | 13 | ||||
Reclassification, Other | |||||
Related Party Transaction [Line Items] | |||||
Unrecognized tax benefits | $ (246) |
Related Parties - Net Transfers
Related Parties - Net Transfers To the Parent (Details) - Parent - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Cash pooling and general financing activities | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ (37) | $ (916) | $ (446) | $ (1,324) |
Corporate cost allocations | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 49 | 213 | 145 | 406 |
Taxes deemed settled with the Parent | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 0 | 1 | 27 | 1 |
Allocated derivative and hedging gains | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 0 | 26 | 0 | 25 |
Net transfers (to) from the Parent as reflected in the Condensed Consolidated Statements of Cash Flows | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 12 | (676) | (274) | (892) |
Stock-based compensation expense(1) | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 0 | 41 | 0 | 76 |
Other | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | (2) | 0 | (34) | 0 |
Net transfers (to) from the Parent as reflected in the Condensed Consolidated Statements of Equity | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 10 | $ (635) | $ (308) | $ (816) |
Related Parties - Schedule of B
Related Parties - Schedule of Balances with J&J Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | Jan. 01, 2023 | |
Related Party Transaction [Line Items] | |||||
Accounts payable | $ 2,354 | $ 2,354 | $ 1,829 | ||
Prepaid expenses and other receivables | 643 | 643 | 175 | ||
Other assets | 589 | 589 | 434 | ||
Other liabilities | 593 | 593 | $ 727 | ||
Cost of sales | 1,786 | $ 1,646 | 3,513 | $ 3,280 | |
Selling, general, and administrative expenses | 1,522 | $ 1,375 | 3,024 | $ 2,725 | |
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable | 537 | 537 | |||
Prepaid expenses and other receivables | 346 | 346 | |||
Other assets | 94 | 94 | |||
Other liabilities | 193 | $ 193 | |||
Cost of sales | 39 | ||||
Selling, general, and administrative expenses | $ 47 |
Other Operating Expense (Inco_3
Other Operating Expense (Income), Net and Other Expense (Income), Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Other Income and Expenses [Abstract] | ||||
Litigation expense | $ 21 | $ 7 | $ 20 | $ 7 |
Royalty income | (1) | (13) | (8) | (20) |
(Gain)/loss on disposal of fixed assets | 0 | 0 | (9) | 2 |
Net economic benefits from deferred markets | 24 | 0 | 24 | 0 |
Contingent liability reversal | (43) | 0 | (43) | 0 |
Other | 0 | 19 | 0 | 19 |
Total Other operating expense (income), net | 1 | 13 | (16) | 8 |
Currency (gains)/losses on transactions | 12 | 5 | 28 | (2) |
Other | (2) | (10) | 12 | (4) |
Total Other expense (income), net | $ 10 | $ (5) | $ 40 | $ (6) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Income Tax Examination [Line Items] | ||||
Worldwide effective income tax rate (as a percent) | 32.70% | 22.10% | 39.10% | 18.40% |
Valuation allowance | $ 188 | |||
Unrecognized tax benefits | $ 235 | 235 | ||
Unrecognized tax benefits | $ (221) | |||
Consumer Health Business | ||||
Income Tax Examination [Line Items] | ||||
Income taxes paid | $ 200 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 6 Months Ended | ||
May 08, 2023 | Jul. 02, 2023 | Jan. 01, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Common stock authorized (in shares) | 1,716,160,000 | 12,500,000,000 | 12,500,000,000 |
Common stock issued (in shares) | 1,914,894,444 | 1,914,894,444 | |
Common stock shares outstanding, | 1,914,894,444 | ||
Dilutive equity instruments (in shares) | 0 | ||
Kenvue IPO | |||
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 | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Reconciliation of basic net earnings per share to diluted net earnings per share | ||||
Net income | $ 430 | $ 604 | $ 760 | $ 1,132 |
Basic weighted-average common shares (in shares) | 1,838 | 1,716 | 1,777 | 1,716 |
Diluted weighted-average common shares (in shares) | 1,838 | 1,716 | 1,777 | 1,716 |
Diluted net income per share (in usd per share) | $ 0.23 | $ 0.35 | $ 0.43 | $ 0.66 |
Basic net income per share (in usd per share) | $ 0.23 | $ 0.35 | $ 0.43 | $ 0.66 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities at Fair Value (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | $ 66 | $ 68 |
Derivatives designated as cash flow hedges : Liabilities | (48) | (54) |
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 |
Level 2 | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 66 | 68 |
Derivatives designated as cash flow hedges : Liabilities | (48) | (54) |
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 |
Forward foreign exchange contracts | ||
Financial assets and liabilities at fair value | ||
Net amount presented in Prepaid expenses and other receivables: | 18 | 14 |
Forward foreign exchange contracts | Cash Flow Hedging | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 66 | 39 |
Derivatives designated as cash flow hedges : Liabilities | (48) | (15) |
Forward foreign exchange contracts | Net Investment Hedging | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Liabilities | (2) | 0 |
Forward foreign exchange contracts | Level 1 | ||
Financial assets and liabilities at fair value | ||
Net amount presented in Prepaid expenses and other receivables: | 0 | 0 |
Forward foreign exchange contracts | Level 1 | Cash Flow Hedging | ||
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 | ||
Net amount presented in Prepaid expenses and other receivables: | 18 | 14 |
Forward foreign exchange contracts | Level 2 | Cash Flow Hedging | ||
Financial assets and liabilities at fair value | ||
Derivatives designated as cash flow hedges : Assets | 66 | 39 |
Derivatives designated as cash flow hedges : Liabilities | (48) | (15) |
Forward foreign exchange contracts | Level 3 | ||
Financial assets and liabilities at fair value | ||
Net amount presented in Prepaid expenses and other receivables: | 0 | 0 |
Forward foreign exchange contracts | Level 3 | Cash Flow Hedging | ||
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 | Cash Flow Hedging | ||
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 | Cash Flow Hedging | ||
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 | Cash Flow Hedging | ||
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 | Cash Flow Hedging | ||
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) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 3,307 | $ 4,168 |
Designated as Hedging Instrument | Cash Flow Hedging | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Derivative, notional amount | 3,307 | 1,768 |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative, notional amount | 0 | 2,400 |
Designated as Hedging Instrument | Net Investment Hedging | ||
Derivative [Line Items] | ||
Derivative, notional amount | 10 | 0 |
Designated as Hedging Instrument | Net Investment Hedging | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Derivative, notional amount | 10 | 0 |
Designated as Hedging Instrument | Net Investment Hedging | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative, notional amount | 0 | 0 |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative, notional amount | 578 | 0 |
Not Designated as Hedging Instrument | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Derivative, notional amount | 578 | 0 |
Not Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 0 | $ 0 |
Fair Value Measurements - Activ
Fair Value Measurements - Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Net Sales [Member] | ||||
Derivative [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | $ (1) | $ 8 | $ 0 | $ 11 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 0 | 0 | 0 |
Cost of Sales [Member] | ||||
Derivative [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | (3) | 3 | 7 | 3 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 0 | 0 | 0 |
Other (income) expense, net | ||||
Derivative [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | (2) | 12 | (2) | 10 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ (2) | $ (1) | $ 4 | $ 7 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | Jan. 01, 2023 | |
Derivative [Line Items] | |||||
Derivatives and hedges, net of taxes | $ (8) | $ 1 | $ 31 | $ (3) | |
Forward starting interest rate swaps reclassified to earnings | 1 | 2 | |||
Fair value of contracts designated in net investment hedges in liabilities | 48 | 48 | $ 54 | ||
Equity investments without readily determinable fair values | 78 | 78 | 56 | ||
Derivative Instruments in Hedges, Assets, at Fair Value | 66 | 66 | 68 | ||
Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 578 | $ 578 | 0 | ||
Minimum | |||||
Derivative [Line Items] | |||||
Term (in months, years) | 12 months | ||||
Maximum | |||||
Derivative [Line Items] | |||||
Term (in months, years) | 18 months | ||||
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] | |||||
Gain on derivative | $ 48 | ||||
Forward starting interest rate swap, amount received | 38 | ||||
Interest rate swaps | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 0 | $ 0 | 0 | ||
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 | ||||
Foreign Exchange Contract | |||||
Derivative [Line Items] | |||||
Net amount presented in Prepaid expenses and other receivables: | 18 | $ 18 | 14 | ||
Foreign Exchange Contract | Net Investment Hedging | |||||
Derivative [Line Items] | |||||
Fair value of contracts designated in net investment hedges in liabilities | 2 | 2 | 0 | ||
Foreign Exchange Contract | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 578 | 578 | 0 | ||
Net amount presented in Prepaid expenses and other receivables: | $ 1 | $ 1 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Gains and Losses on Forward Foreign Exchange Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Gain (loss) recognized in Other comprehensive income (loss) | $ (17) | $ 1 | $ 0 | $ (2) |
Gain (loss) reclassified from Other comprehensive income (loss) to earnings | $ (6) | $ (1) | $ 5 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jul. 02, 2023 lawsuit company | May 31, 2021 vote |
Zantac Related Class Action | CANADA | ||
Loss Contingencies [Line Items] | ||
Number of pututive class action lawsuits, named | 4 | |
Number Of Pututive Class Action Lawsuits | 7 | |
Alleged Violations Of State Consumer Fraud Statutes | ||
Loss Contingencies [Line Items] | ||
Number of cases | vote | 1 | |
Occidental Chemical Corporation | ||
Loss Contingencies [Line Items] | ||
Number of other companies | company | 120 |
Segments of Business - Narrativ
Segments of Business - Narrative (Details) | 6 Months Ended |
Jul. 02, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating Segments | 3 |
Number of business segments | 3 |
Segments of Business - Schedule
Segments of Business - Schedule of Reportable Business Segments (Details) | 6 Months Ended |
Jul. 02, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of business segments | 3 |
Segments of Business - Product
Segments of Business - Product Categories as a Percent of Net Sales (Details) | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total | 100% | 100% | 100% | 100% |
Product Concentration Risk | Revenue Benchmark | Cough, Cold and Allergy | ||||
Segment Reporting Information [Line Items] | ||||
Total | 13% | 13% | 14% | 12% |
Product Concentration Risk | Revenue Benchmark | Pain Care | ||||
Segment Reporting Information [Line Items] | ||||
Total | 12% | 11% | 13% | 13% |
Product Concentration Risk | Revenue Benchmark | Other Self Care | ||||
Segment Reporting Information [Line Items] | ||||
Total | 16% | 15% | 15% | 15% |
Product Concentration Risk | Revenue Benchmark | Face and Body Care | ||||
Segment Reporting Information [Line Items] | ||||
Total | 19% | 20% | 19% | 20% |
Product Concentration Risk | Revenue Benchmark | Hair, Sun and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total | 10% | 10% | 10% | 9% |
Product Concentration Risk | Revenue Benchmark | Oral Care | ||||
Segment Reporting Information [Line Items] | ||||
Total | 10% | 10% | 10% | 10% |
Product Concentration Risk | Revenue Benchmark | Baby Care | ||||
Segment Reporting Information [Line Items] | ||||
Total | 9% | 10% | 9% | 10% |
Product Concentration Risk | Revenue Benchmark | Other Essential Health | ||||
Segment Reporting Information [Line Items] | ||||
Total | 11% | 11% | 10% | 11% |
Segments of Business - Segment
Segments of Business - Segment Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Sales by segment of business | ||||
Sales to customers | $ 4,011 | $ 3,804 | $ 7,863 | $ 7,394 |
Self Care | ||||
Sales by segment of business | ||||
Sales to customers | 1,661 | 1,481 | 3,301 | 2,946 |
Skin Health and Beauty | ||||
Sales by segment of business | ||||
Sales to customers | 1,147 | 1,126 | 2,258 | 2,138 |
Essential Health | ||||
Sales by segment of business | ||||
Sales to customers | $ 1,203 | $ 1,197 | $ 2,304 | $ 2,310 |
Segments of Business - Adjusted
Segments of Business - Adjusted Operating Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | |
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | $ 1,027 | $ 1,081 | $ 1,969 | $ 1,928 |
Depreciation and amortization | 148 | 161 | 300 | 326 |
Separation-related costs | 102 | 49 | 200 | 59 |
Restructuring | 0 | 24 | 0 | 38 |
Other operating expense (income), net | 1 | 13 | (16) | 8 |
General corporate/unallocated expenses | 74 | 64 | 143 | 116 |
Total operating income | 702 | 770 | 1,342 | 1,381 |
Other expense (income), net | 10 | (5) | 40 | (6) |
Interest expense, net | 53 | 0 | 54 | 0 |
Income before taxes | 639 | 775 | 1,248 | 1,387 |
Self Care | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | 576 | 524 | 1,158 | 998 |
Skin Health and Beauty | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | 201 | 243 | 350 | 370 |
Essential Health | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | $ 250 | $ 314 | $ 461 | $ 560 |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Accrued Liabilities (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued expenses | $ 470 | $ 447 |
Accrued compensation and benefits | 275 | 272 |
Lease liability | 47 | 35 |
Other accrued liabilities(1) | 409 | 152 |
Accrued liabilities | $ 1,201 | $ 906 |
Accrued and Other Liabilities_2
Accrued and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Millions | Jul. 02, 2023 | Jan. 01, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued income taxes - noncurrent | $ 234 | $ 584 |
Noncurrent lease liability | 120 | 81 |
Other noncurrent accrued liabilities(1) | 239 | 62 |
Other liabilities | $ 593 | $ 727 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 20, 2023 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Dividend payable (in dollars per share) | $ 0.20 |