| 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”) is a pure play consumer health company with iconic brands including Aveeno ® , BAND-AID ® Brand, Johnson’s ® , Listerine ® , Neutrogena ® , Tylenol ® , and Zyrtec ® . 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 pain care, cough, cold, and allergy, as well as digestive health, smoking cessation, eye care, 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. Kenvue was initially formed as a wholly owned subsidiary of Johnson & Johnson (“J&J”). In November 2021, J&J 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 Businesses (as defined below in “—Variable Interest Entities and Net Economic Benefit Arrangements”). On May 3, 2023, the registration statement related to the initial public offering of Kenvue’s common stock was declared effective, and on May 4, 2023, Kenvue’s common stock began trading on the New York Stock Exchange under the ticker symbol “KVUE” (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, 2) net proceeds received from the Debt Financing Transactions as defined in Note 4, “Borrowings—Commercial Paper Program,” 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 announced an exchange offer (the “Exchange Offer”) under which its shareholders could exchange shares of J&J common stock for shares of Kenvue common stock owned by J&J. On August 23, 2023, J&J completed the Exchange Offer through which J&J accepted an aggregate of 190,955,435 shares of J&J common stock in exchange for 1,533,830,450 shares of Kenvue common stock, representing approximately 80.1% of Kenvue’s outstanding common stock as of August 23, 2023. As a result, Kenvue became a fully independent company, and as of the completion of the Exchange Offer, J&J owned 9.5% of the outstanding shares of Kenvue common stock. 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.” The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of the financial condition, results of operations, and cash flows for the periods indicated. These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the fiscal twelve months ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed on March 1, 2024 with the SEC. Intercompany balances and transactions have been eliminated. The Condensed Consolidated Financial Statements include the accounts of the Company and its affiliates and entities consolidated under the variable interest and voting models. During the fiscal three months ended March 31, 2024, the Company recorded out-of-period adjustments primarily related to the Separation. As of December 31, 2023, Additional paid-in capital was overstated by $183 million, Accumulated other comprehensive loss was understated by approximately $87 million, and liabilities were understated by approximately $96 million. These amounts were corrected in the fiscal three months ended March 31, 2024 and do not have an impact on the operating results for the fiscal three months ended March 31, 2024. The Company concluded that these adjustments were not material to the Condensed Consolidated Financial Statements for either the current period or prior periods. Periods prior to the Consumer Health Business Transfer Prior to April 4, 2023, the Company operated as a segment of J&J 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 J&J’s historical consolidated financial statements and accounting records as if the Company had been operated on a standalone basis. Prior to the Kenvue IPO, the Company relied on J&J’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 J&J 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. Cash generated from the Company’s operations prior to April 4, 2023 was generally managed by J&J’s centralized treasury function and was swept into J&J and its affiliates’ bank accounts. Cash and cash equivalents on the Condensed Consolidated Balance Sheet represent balances in accounts specifically identifiable to the Company that were not swept into J&J and its affiliates’ bank accounts. J&J’s third-party interest expense was not allocated for any of the periods prior to April 4, 2023 as the Company was not the legal obligor of the debt and the borrowings were not directly attributable to the Company’s operations. The Company’s equity balance in these financial statements prior to April 4, 2023 represents the excess of total assets over total liabilities. Equity is impacted by changes in comprehensive income and contributions from or to J&J prior to the Kenvue IPO, which was the result of treasury activities and net funding provided by or distributed to J&J. J&J calculated foreign currency translation on its consolidated assets and liabilities, which included assets and liabilities of the Company prior to April 4, 2023. Foreign currency translation recorded during the fiscal three months ended March 31, 2024 and April 2, 2023 was based on currency movements specific to the Condensed Consolidated Financial Statements. The income tax amounts in the Condensed Consolidated Financial Statements prior to the Kenvue IPO have been calculated based on a separate return methodology and presented as if the Company’s operations were reported by separate taxpayers in the jurisdictions in which the Company operates. See Note 11, “Income Taxes,” for further discussion. Prior to the Kenvue IPO, all transactions between the Company and J&J were considered to be effectively settled for cash in the Condensed Consolidated Financial Statements at the time the transaction was recorded. The effects of the settlement of these transactions between the Company and J&J are reflected in the Condensed Consolidated Statements of Cash Flows as “Net transfers from (to) J&J” within financing activities, and in the Condensed Consolidated Statements of Equity as “Net transfers to J&J.” 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 reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the periods reported. Estimates are used when accounting for, among other things, sales discounts, trade promotions, rebates, allowances and incentives, product liabilities, income taxes and related valuation allowance, withholding taxes pension, postretirement benefits, fair value of financial instruments, stock-based compensation assumptions, depreciation, amortization, employee benefits, contingencies, allocations of cost and expenses from J&J and its affiliates, and goodwill and intangible asset and liability valuations. Actual results may or may not differ from those estimates. Trade Receivable and Allowance for Credit Losses A summary of the change in the allowance for credit losses during the fiscal three months ended March 31, 2024 and April 2, 2023 is presented below: Fiscal Three Months Ended (Dollars in Millions) March 31, 2024 April 2, 2023 Allowance for credit losses, beginning of period $ (25) $ (35) Provision (1) (3) Allowance for credit losses, end of period $ (26) $ (38) Separation-Related Costs The Company and J&J incurred certain non-recurring separation-related costs in the establishment of Kenvue as a standalone public company (“Separation-related costs”). Costs incurred by the Company and those costs that were incurred by J&J determined to be for the benefit of the Company are included in the Condensed Consolidated Financial Statements. These Separation-related costs were $67 million and $98 million for the fiscal three months ended March 31, 2024 and April 2, 2023, respectively. The Separation-related costs are included within Cost of sales and Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. Research and Development Research and development expenses are expensed as incurred and included within Selling, general, and administrative expenses. Research and development costs were $100 million and $89 million for the fiscal three months ended March 31, 2024 and April 2, 2023, respectively. Leases The Company has operating leases for space, vehicles, manufacturing equipment, and data processing equipment. In connection with the Separation, J&J and Kenvue also entered into various lease agreements, in which the Company subleased properties from J&J. The Company has finance leases which primarily includes the Company’s new global corporate headquarters in Summit, New Jersey (as described in the “—Global Corporate Headquarters Lease” section below). Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants. Operating Lease Assets and Liabilities Right of Use (“ROU”) assets and lease liabilities associated with the Company’s operating leases are included on the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 as follows: Operating Leases (Dollars in Millions) March 31, 2024 (1) December 31, 2023 (2) ROU assets included in: Other assets $ 140 $ 139 Total ROU assets 140 139 Lease liabilities included in: Accrued liabilities 44 44 Other liabilities 98 97 Total lease liabilities $ 142 $ 141 (1) Includes leases with J&J of $47 million of ROU assets, $12 million of current lease liabilities, and $35 million of non-current lease liabilities. (2) Includes leases with J&J of $52 million of ROU assets, $13 million of current lease liabilities, and $39 million of non-current lease liabilities. 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 (the “Global Corporate Headquarters Lease”). When completed, it will encompass a total of approximately 290,000 square feet and serve as the Company’s new global corporate headquarters and research and development center. The lease associated with the corporate office building, accounted for as a finance lease, commenced in January 2024 and includes an initial term of 15 years as well as renewal options, which the Company is reasonably certain to exercise, that will extend the term of the lease through 2060. As a result of this lease commencement, the Company recorded an initial ROU asset and corresponding finance lease liability each totaling $93 million. The finance lease liability was calculated utilizing an incremental borrowing rate of 4.75% to discount lease payments over the expected term. For the fiscal three months ended March 31, 2024, the ROU assets obtained in exchange for finance lease liabilities totaled $93 million. ROU assets and lease liabilities associated with the Company’s finance lease in connection with the corporate office building are included on the Condensed Consolidated Balance Sheet as of March 31, 2024 as follows: (Dollars in Millions) March 31, 2024 ROU assets included in: Property, plant, and equipment, net $ 92 Lease liabilities included in: Long-term debt $ 94 In addition to the corporate office building, the campus also includes a laboratory building to principally support research and development and land to be used for amenities. The lease associated with the land where the research and development building will be constructed commenced in May 2024, and the lease associated with the land to be used for amenities is expected to commence in January 2026. The relocation to this campus is expected to occur 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. Assets Held for Sale The Company classifies assets as held for sale when: 1) management has committed to a plan to sell the assets, 2) the assets are available for immediate sale, 3) there is an active program to locate a buyer, and 4) the sale and transfer of the asset is probable within one year. On February 21, 2024, the Company listed its interim corporate headquarters in Skillman, New Jersey for sale, which met the criteria to be classified as held for sale at that date. The held for sale asset is measured at the lower of the carrying amount or the fair value less costs to sell. The results of the impairment test performed indicated that the carrying value of the Skillman, New Jersey facility exceeded its estimated fair value less costs to sell by $68 million. As a result, the Company recorded an impairment charge equivalent to that amount within Other operating expense (income), net in the Condensed Consolidated Statement of Operations for the fiscal three months ended March 31, 2024. The fair value of the held for sale asset was determined utilizing third-party sales pricing as an input. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy. The Company recorded the remaining asset held for sale balance related to the Skillman, New Jersey facility within Other current assets on the Condensed Consolidated Balance Sheet as of March 31, 2024. Supplier Finance Program The Company has facilitated a voluntary supply chain finance 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. As of March 31, 2024 and December 31, 2023, the Company’s accounts payable balances included $267 million and $227 million, respectively, related to invoices from suppliers participating in the supplier finance program. 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 Separation, J&J 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 and obtaining necessary governmental approvals and other consents, and for other business reasons. At the 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 Condensed Consolidated Balance Sheets 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 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, on 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) March 31, 2024 Assets Current assets Cash and cash equivalents $ 116 Trade receivables, less allowances for credit losses 56 Inventories 18 Prepaid expenses and other receivables 1 Other current assets 3 Total current assets 194 Property, plant, and equipment, net 2 Deferred taxes on income 1 Other assets 1 Total assets $ 198 Liabilities Current liabilities Accounts payable $ 7 Accrued liabilities 9 Accrued rebates, returns, and promotions 14 Accrued taxes on income 5 Total current liabilities 35 Total liabilities $ 35 The Company recognized Net income of $2 million and $0 million related to the Deferred Legal Entities for the fiscal three months ended March 31, 2024 and April 2, 2023, respectively, in the Condensed Consolidated Statements of Operations. Net Economic Benefit Arrangements With respect to certain Deferred Legal Entities and the Deferred Local Businesses that are not legal entities (“Deferred Markets”), 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 $32 million in relation to the net economic benefit arrangements as of March 31, 2024 on the Condensed Consolidated Balance Sheet. The Company recognized $14 million and $0 million of Net income in relation to the net economic benefit arrangements for the fiscal three months ended March 31, 2024 and April 2, 2023, respectively, in the Condensed Consolidated Statements of Operations. Reclassifications Certain prior period amounts have been reclassified to conform to current fiscal year presentation. Change in Accounting Principle Global Intangible Low-Taxed Income (“GILTI”) Accounting Method Change Effective in the fiscal three months ended October 1, 2023, the Company changed the accounting principle for GILTI from the deferred approach to the period cost approach. In 2018, the Financial Accounting Standards Board (“FASB”) provided companies with an accounting policy choice in determining whether to measure the deferred tax effects of GILTI or to treat GILTI as a period cost. J&J elected to account for the deferred effects of GILTI in 2018. However, as a standalone company that operates in a different industry with different peers than J&J, treating GILTI as a period cost is the prevailing accounting policy that the Company’s peers have elected. Therefore, management believes that the change in accounting is preferable as it does not believe that the impact of deferred taxes on GILTI provides a meaningful measure of future GILTI tax costs. The effects of the change in accounting principle to the Condensed Consolidated Financial Statements were as follows: Fiscal Three Months Ended April 2, 2023 (Dollars in Millions, Except Per Share Data) Prior to Change Effect of Change As Adjusted Condensed Consolidated Statement of Operations: Income before taxes $ 609 $ — $ 609 Provision for taxes 279 (139) 140 Net income $ 330 $ 139 $ 469 Basic net income per share $ 0.19 $ 0.08 $ 0.27 Diluted net income per share $ 0.19 $ 0.08 $ 0.27 Fiscal Three Months Ended April 2, 2023 (Dollars in Millions, Except Per Share Data) Prior to Change Effect of Change As Adjusted Condensed Consolidated Statement of Comprehensive (Loss) Income: Foreign currency translation, net of taxes $ 161 $ 2 $ 163 Other comprehensive income $ 214 $ 2 $ 216 Fiscal Three Months Ended April 2, 2023 (Dollars in Millions) Prior to Change Effect of Change As Adjusted Condensed Consolidated Statement of Equity: Net investment from J&J $ 25,474 $ (49) $ 25,425 Accumulated other comprehensive loss (5,453) (2) (5,455) Cumulative effect adjustment to beginning balance $ 20,021 $ (51) $ 19,970 Net income $ 330 $ 139 $ 469 Other comprehensive income $ 214 $ 2 $ 216 Stock-based compensation $ 35 $ — $ 35 Net transfers to J&J $ (318) $ — $ (318) Ending balance $ 20,282 $ 90 $ 20,372 Fiscal Three Months Ended April 2, 2023 (Dollars in Millions) Prior to Change Effect of Change As Adjusted Condensed Consolidated Statement of Cash Flows: Net income $ 330 $ 139 $ 469 Deferred income taxes $ 167 $ (139) $ 28 Recent Accounting Standards SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors In March 2024, the SEC adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors (“SEC Release No. 33-11275”) is intended to enhance and standardize climate-related disclosures. SEC Release No. 33-11275 requires disclosure of governance, risk management, and strategy related to material climate-related risks as well as disclosure of material greenhouse gas emissions in registration statements and annual reports. In addition, certain disclosures as it relates to severe weather events and other natural conditions and carbon offsets and renewable energy credits would also be required. The SEC voluntarily stayed the final rules pending completion of judicial review following legal challenges. The rules are effective for large accelerated filers for annual periods ending December 31, 2025, pending resolution of the stay. The Company is currently assessing the impact of these rules on the Condensed Consolidated Financial Statements. Accounting Standards Update (“ASU”) 2023-09: Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) . ASU 2023-09 enhances the transparency of income tax disclosures, primarily by requiring public business entities to disclose 1) consistent categories and greater disaggregation of information in the rate reconciliations and 2) the disclosure of income taxes paid disaggregated by jurisdiction, among other requirements. This guidance is effective for public entities for the fiscal years beginning after December 15, 2024, and early adoption is permitted. The amendments are applicable on a prospective basis, although retrospective basis is also permitted. The Company is currently evaluating this guidance and the impact on its income tax disclosures. ASU 2023-07: Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 scopes in entities with a single reportable segment and requires those entities to provide all disclosures required in Topic 280. Among other various new disclosures, ASU 2023-07 additionally requires that current annual disclosures about a reportable segment’s profit or loss and assets also be provided in interim periods. Enhanced reporting requirements for all entities includes disclosure of 1) significant segment expenses, 2) the title and position of the chief operating decision maker (the “CODM”), and 3) how the CODM uses disclosed measure(s) of a segment’s profit or loss in assessing segment performance and allocating resources. This guidance is effective for public entities for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Companies are required to apply the amendments retrospectively to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating this guidance and expects that adoption will result in new disclosures, including significant segment expenses. No other new accounting standards that were issued or became effective during the fiscal three months ended March 31, 2024 had, or are expected to have, a significant impact on the Condensed Consolidated Financial Statements. |
