Kenvue Inc.
10/30/2026 | Press release | Distributed by Public on 10/30/2026 04:52
Quarterly Report for Quarter Ending September 27, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions, and projections about our industry, business, and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the fiscal twelve months ended December 28, 2025, filed on February 20, 2026 with the SEC (the "Annual Report"), Part II, Item 1A, "Risk Factors," included herein, and the section titled "Cautionary Note Regarding Forward-Looking Statements" included herein.
This discussion should be read in conjunction with our accompanying Condensed Consolidated Financial Statements for the fiscal three and nine months ended September 27, 2026, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the SEC for interim financial statements, and our audited consolidated financial statements for the fiscal twelve months ended December 28, 2025, which are included in the Annual Report. In our opinion, 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. All currency amounts are expressed in U.S. dollars unless otherwise noted.
Overview
Company Overview
At Kenvue, our purpose is to realize the extraordinary power of everyday care. As a global leader at the intersection of healthcare and consumer goods, we are the world's largest pure-play consumer health company by revenue with $15.1 billion in Net sales in the fiscal year 2025. By combining the power of science with meaningful consumer insights and our digital strategy, we empower consumers to live healthier lives every day. Built on more than a century of heritage and trusted by generations, our differentiated portfolio of iconic brands-including Aveeno®, BAND-AID® Brand, Johnson's®, Listerine®, Neutrogena®, Nicorette®, Tylenol®, and Zyrtec®-is backed by science and recommended by healthcare professionals, which further reinforces our consumers' connections to our brands.
Our portfolio includes Self Care, Skin Health and Beauty, and Essential Health products, allowing us to connect with consumers globally in their daily rituals and the moments that matter most.
Our global scale and the breadth of our brand portfolio are complemented by our well-developed capabilities and accelerated through our digital strategy, allowing us to dynamically capitalize on and respond to current trends impacting our categories and geographic markets.
With a sole focus on consumer health, our marketing organization operates efficiently by leveraging our precision marketing, e-commerce, and broader digital capabilities to develop unique consumer insights and further enhance the relevance of our brands. Similarly, our research and development organization combines these consumer insights with deep, multi-disciplinary scientific expertise, and active engagement with healthcare professionals, to drive innovative new products, solutions, and experiences centered around consumer health.
Our Business Segments
We operate our business through the following three reportable business segments:
•Self Care. Our Self Care product categories include: Cough, Cold, and Allergy; Pain Care; and Other Self Care (Digestive Health, Smoking Cessation, Eye Care, and Other). Major brands in the segment include Benadryl®, Calpol®, Motrin®, Nicorette®, Rhinocort®, Tylenol®, Zarbee's®, and Zyrtec®.
•Skin Health and Beauty. Our Skin Health and Beauty product categories include: Face and Body Care; and Hair, Sun, and Other. Major brands in the segment include Aveeno®, Dr.Ci:Labo®, Le Petit Marseillais®, Lubriderm®, Neutrogena®, OGX®, and Rogaine®.
•Essential Health. Our Essential Health product categories include: Oral Care; Baby Care; and Other Essential Health (Women's Health, Wound Care, and Other). Major brands in the segment include BAND-AID® Brand, Carefree®, Desitin®, Johnson's®, Listerine®, o.b.® tampons, and Stayfree®.
For additional information about our three reportable business segments, see Note 14, "Segments of Business," to the Condensed Consolidated Financial Statements included herein.
Pending Transaction with K-C
On November 2, 2025, our Board of Directors (the "Board") unanimously approved the execution of an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which K-C will acquire all of the outstanding shares of the Company for a combination of stock and cash in a series of transactions (the "Pending Transaction"). Pursuant to the terms and subject to the conditions of the Merger Agreement, Company shareholders will receive 1) 0.14625 shares of K-C Common Stock and 2) $3.50 in cash for each share of the Company they own. Upon completion of the Pending Transaction, current Company shareholders are expected to own approximately 46% and current K-C shareholders are expected to own approximately 54% of the combined company on a fully diluted basis.
The Merger Agreement contains customary representations, warranties, covenants, and termination rights. The Pending Transaction is conditioned on the satisfaction or waiver of other customary closing conditions. On January 29, 2026, our shareholders approved the adoption of the Merger Agreement and K-C's shareholders approved the issuance of K-C Common Stock in connection with the Pending Transaction, in each case at a special meeting of shareholders held for that purpose. Additionally, the waiting period applicable to the Pending Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 4, 2026.
We are incurring costs in connection with the Pending Transaction, including advisory fees, legal costs, professional service costs, and other related costs (the "Pending Transaction and other related costs").
Pending Sale of Certain Businesses
The parties to the Merger Agreement are required to obtain the approvals of certain regulatory agencies before completing the Pending Transaction. In connection with obtaining the required regulatory approvals, we have entered into definitive agreements for the sale of our feminine care business in certain countries, including an agreement with Essity Aktiebolag for the sale of our feminine care business in Brazil, which encompasses the Carefree®, Sempre Livre®, and o.b.® tampons brands. The divestiture transactions are subject to customary closing conditions, such as, for certain transactions, outstanding regulatory approval in the respective country, as well as the completion of the Pending Transaction.
Debt Exchange Offer
On September 28, 2026, in connection with the Pending Transaction, K-C commenced offers to exchange any and all of our Senior Notes (as defined in Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein) for up to $7,000,000,000 aggregate principal amount of new notes issued by K-C and cash (each a "K-C Exchange Offer" and, collectively, the "K-C Exchange Offers") and, on our behalf, solicited consents (each a "Consent Solicitation" and, collectively, the "Consent Solicitations") to amend the indenture governing the Senior Notes to eliminate substantially all of the restrictive covenants and related provisions applicable to the Senior Notes (the "Amendments"). On October 9, 2026, we entered into a supplemental indenture to effect the Amendments, which will become operative with respect to a series of Senior Notes only upon the settlement of the K-C Exchange Offer and Consent Solicitation relating to such series of Senior Notes. The K-C Exchange Offers and Consent Solicitations are conditioned upon, among other things, the closing of the Pending Transaction, and the K-C Exchange Offers are expected to expire on or about the closing date of the Pending Transaction.
Separation from J&J
Kenvue was initially formed as a wholly owned subsidiary of J&J. In May 2023, we completed an initial public offering of a portion of our common stock (the "Kenvue IPO"), and in August 2023, completed our transition to being a fully independent public company (the "Separation"). Following the completion of the Kenvue IPO, we entered into a separation agreement and various other agreements with J&J for the purpose of effecting the Separation. These agreements provide a framework for our relationship with J&J and govern various interim and ongoing relationships between us and J&J.
In connection with our establishment as a standalone public company, we are incurring certain non-recurring Separation-related costs (the "Separation-related costs"). Separation-related costs associated with information technology and other activities, primarily related to the disentanglement of systems and the discontinuance of certain information technology assets, are substantially completed. Costs related to legal entity name changes, as well as minimal costs related to other activities, are expected to continue for a longer period than originally anticipated.
For additional information about the Separation and our agreements with J&J, see Note 8, "Relationship with J&J," to the Condensed Consolidated Financial Statements included herein.
Recent Developments
Conflict in the Middle East
Economic challenges, including the impact from acts of war, military actions, terrorist attacks, or civil unrest, such as the conflict in the Middle East, may continue to cause economic uncertainty and volatility. The conflict in the Middle East has resulted in volatility in the cost or availability of raw materials, commodities, logistics, transportation, and other inputs for our products. There is significant uncertainty regarding the duration and potential escalation of this conflict, as well as the risk of further economic disruptions that could impact global trade and supply chains. We have taken, and continue to take, actions intended to mitigate the impact of these disruptions; however, given the dynamic nature of these conditions, we expect continued variability in the macroeconomic environment. The impact of these issues may adversely affect prevailing economic conditions and our business, results of operations, or financial condition.
Tariffs
In 2025, the U.S. government issued executive orders imposing tariffs on goods imported into the United States. These actions, as well as retaliatory tariffs imposed by other countries on U.S. exports, are expected to increase supply chain costs in certain geographies and create economic uncertainty for consumers. While the situation is fluid, based on our current analysis of the effects of the tariffs that have been implemented by the United States and retaliatory measures that are in effect as of the reporting date, we estimate gross tariff exposure of approximately $80 million annualized. In February 2026, the U.S. Supreme Court issued a ruling striking down tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). We submitted claims for a majority of our paid IEEPA tariffs eligible for refund, and during the fiscal three months ended September 27, 2026 we recovered all refunds for which claims were submitted. The ultimate availability, timing, and amount of any additional refunds of such tariffs remain uncertain and could be subject to further legal, regulatory, and administrative developments or actions. Following the Supreme Court's decision, the U.S. government announced in February 2026 that it would impose additional baseline tariffs on imports under a different statutory authority, in addition to any existing non-IEEPA tariffs. Upon expiration of the baseline tariffs in July 2026, the U.S. government imposed new tariffs. We continue to monitor the potential impacts that the increased tariffs and other trade restrictions may have on our business, and we continue to focus on internal mitigating actions to partially offset the impact.
Key Factors Affecting Our Results
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below, in Part I, Item 1A, "Risk Factors," in our Annual Report, Part II, Item 1A, "Risk Factors," included herein, and the section titled "Cautionary Note Regarding Forward-Looking Statements" included herein.
Restructuring
On February 17, 2026, our Board approved an initiative (the "2026 Restructuring Initiative") that aims to optimize our operating model, transform our supply chain, reduce complexity, and drive operational efficiencies, while strengthening core capabilities. See Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein for further information regarding ongoing and previously completed initiatives.
Results of Operations
Fiscal Three Months Ended September 27, 2026 Compared with Fiscal Three Months Ended September 28, 2025
Our results for the fiscal three months ended September 27, 2026 and September 28, 2025 were as follows:
| Fiscal Three Months Ended | Change in Fiscal Period | |||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | Change 2025 to 2026 | ||||||||||||||||||||||||
| (Dollars in Millions) | Amount | Percent | ||||||||||||||||||||||||
| Net sales | $ | 3,886 | $ | 3,764 | $ | 122 | 3.2 | % | ||||||||||||||||||
| Cost of sales | 1,572 | 1,538 | 34 | 2.2 | ||||||||||||||||||||||
| Gross profit | 2,314 | 2,226 | 88 | 4.0 | ||||||||||||||||||||||
| Selling, general, and administrative expenses | 1,569 | 1,512 | 57 | 3.8 | ||||||||||||||||||||||
| Restructuring expenses | 33 | 84 | (51) | (60.7) | ||||||||||||||||||||||
| Other operating expense, net | 6 | 1 | 5 | * | ||||||||||||||||||||||
| Operating income | 706 | 629 | 77 | 12.2 | ||||||||||||||||||||||
| Other expense, net | 8 | 10 | (2) | (20.0) | ||||||||||||||||||||||
| Interest expense, net | 89 | 93 | (4) | (4.3) | ||||||||||||||||||||||
| Income before taxes | 609 | 526 | 83 | 15.8 | ||||||||||||||||||||||
| Provision for taxes | 179 | 128 | 51 | 39.8 | ||||||||||||||||||||||
| Net income | $ | 430 | $ | 398 | $ | 32 | 8.0 | % | ||||||||||||||||||
* Calculation not meaningful.
Net Sales
Net sales were $3.9 billion and $3.8 billion for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, an increase of $122 million, or 3.2%. Excluding the impact of favorable changes in foreign currency exchange rates of 0.3%, Organic sales (a non-GAAP financial measure as defined in "Segment Results-Organic Sales Change" below) increased 2.9% driven by both volume-related increases of 1.6% and favorable value realization (defined as price, including mix) of 1.3%. Volume-related increases were driven by growth in Self Care primarily in Asia Pacific, as well as Baby Care across all regions, partially offset by declines in Skin Health and Beauty. Favorable value realization was driven primarily by new pricing actions in Europe, Middle East, and Africa ("EMEA"), as well as prior fiscal year carry-over pricing actions in North America and Latin America. For additional information about the Net sales of our three reportable business segments, see "-Segment Results" below.
The following table presents a reconciliation of the change in U.S. GAAP Net sales to the change in Organic sales for the fiscal three months ended September 27, 2026 as compared to the fiscal three months ended September 28, 2025:
|
Fiscal Three Months Ended September 27, 2026 vs. September 28, 2025(1)
|
||||||||||||||||||||||||||||||||
| Reported Net Sales Change | Impact of Foreign Currency | Organic Sales Change | ||||||||||||||||||||||||||||||
| Total Organic Sales Change |
Price/Mix(2)
|
Volume | ||||||||||||||||||||||||||||||
| Total | 3.2 | % | 0.3 | % | 2.9 | % | 1.3 | % | 1.6 | % | ||||||||||||||||||||||
(1) Acquisitions and divestitures did not impact Net sales for the fiscal three months ended September 27, 2026 or September 28, 2025.
(2) Also referred to as value realization.
Cost of Sales
Cost of sales was $1.6 billion and $1.5 billion for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, an increase of $34 million, or 2.2%. Gross profit margin expanded 40 basis points to 59.5% for the fiscal three months ended September 27, 2026 as compared to 59.1% for the fiscal three months ended September 28, 2025. Changes in both Cost of sales and gross profit margin were driven by benefits associated with our supply chain optimization initiatives and refunds received on tariffs paid for goods imported into the United States, partially offset by net input cost inflation including the impact of the conflict in the Middle East and unfavorable changes in transactional foreign currency exchange rates. Cost of
sales was also impacted by volume-related Net sales increases. Gross profit margin was also impacted by favorable value realization.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses were $1.6 billion and $1.5 billion for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, an increase of $57 million, or 3.8%. The increase in Selling, general, and administrative expenses was primarily attributable to higher expenses related to brand support, Pending Transaction and other related costs incurred in the fiscal three months ended September 27, 2026, and net input cost inflation, partially offset by savings from our restructuring initiatives (as described in Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein), and an $11 million decrease in Separation-related costs. Selling, general, and administrative expenses as a percentage of Net sales increased 20 basis points to 40.4% for the fiscal three months ended September 27, 2026, as compared to 40.2% for the fiscal three months ended September 28, 2025.
Restructuring Expenses
Restructuring expenses were $33 million and $84 million for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, a decrease of $51 million. Restructuring expenses for the fiscal three months ended September 27, 2026 related to costs incurred under the 2026 Restructuring Initiative, and restructuring expenses for the fiscal three months ended September 28, 2025 related to costs incurred under Our Vue Forward. Costs incurred under each of the initiatives primarily included employee-related costs and information technology and project-related costs. See Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein for additional information.
Other Operating Expense, Net
Other operating expense, net was $6 million and $1 million for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, an increase of $5 million. Other operating expense, net for the fiscal three months ended September 27, 2026 and September 28, 2025 was driven by the $6 million and $7 million impact, respectively, of net economic benefit arrangements with J&J in connection with the Deferred Local Businesses (see Note 1, "Description of the Company and Summary of Significant Accounting Policies-Net Economic Benefit Arrangements," to the Condensed Consolidated Financial Statements included herein for additional information), partially offset by $8 million and $8 million, respectively, of royalty income. See Note 9, "Other Operating Expense, Net and Other Expense, Net," to the Condensed Consolidated Financial Statements included herein for additional information.
Other Expense, Net
Other expense, net was $8 million and $10 million for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, a decrease of $2 million. Other expense, net for the fiscal three months ended September 27, 2026 and September 28, 2025 was driven by $8 million and $20 million, respectively, of currency losses on transactions. See Note 9, "Other Operating Expense, Net and Other Expense, Net," to the Condensed Consolidated Financial Statements included herein for additional information.
Interest Expense, Net
Interest expense, net was $89 million and $93 million for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, a decrease of $4 million. Interest expense, net in each of the fiscal periods primarily consisted of interest expense, including amortization of discounts and debt issuance costs, recognized on the Senior Notes (as defined in Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein) and notes issued under our commercial paper program. See Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein for additional information.
Provision for Taxes
Provision for taxes was $179 million and $128 million for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, an increase of $51 million. The increase in Provision for taxes was primarily the result of higher pre-tax income, a reduction in favorable U.S. return-to-provision adjustments, as well as changes to the jurisdictional mix of income. The increase was partially offset by favorable impacts to U.S. tax on foreign earnings attributable to the prior year enactment of the One Big Beautiful Bill Act, which became effective in the current year, and related regulatory guidance issued during the
fiscal three months ended September 27, 2026, as well as a release of tax reserves resulting from favorable audit outcomes in the fiscal three months ended September 27, 2026. In addition, the worldwide effective income tax rates for the fiscal three months ended September 27, 2026 and September 28, 2025 were 29.4% and 24.3%, respectively. See Note 10, "Income Taxes," to the Condensed Consolidated Financial Statements included herein for additional information.
Segment Results
Segment profit is based on Operating income, excluding depreciation, amortization of intangible assets, Separation-related costs, restructuring expenses and operating model optimization initiatives, the impact of the conversion of stock-based awards, issuance of Founder Shares (as defined below), Pending Transaction and other related costs, Skillman sale-leaseback, Other operating expense, net, and unallocated general corporate administrative expenses (referred to herein as "Segment adjusted operating income"), as the Chief Operating Decision Maker (the "CODM") excludes these items in assessing segment financial performance. General corporate/unallocated expenses, which include expenses related to treasury, legal operations, and certain other expenses, along with gains and losses related to the overall management of our Company, are not allocated to the segments. In assessing segment performance and managing operations, the CODM does not review segment assets.
See Note 14, "Segments of Business," to the Condensed Consolidated Financial Statements included herein for additional information.
Fiscal Three Months Ended September 27, 2026 Compared with Fiscal Three Months Ended September 28, 2025
The following tables present Segment net sales and Segment adjusted operating income and the period-over-period changes in Segment net sales and Segment adjusted operating income for the fiscal three months ended September 27, 2026 and September 28, 2025. See Note 14, "Segments of Business," to the Condensed Consolidated Financial Statements included herein for further details regarding Segment net sales and Segment adjusted operating income.
| Fiscal Three Months Ended |
Change in Fiscal Period
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | Change 2025 to 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in Millions) | Self Care | Skin Health and Beauty | Essential Health | Total | Self Care | Skin Health and Beauty | Essential Health | Total | Amount | Percent | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 1,656 | $ | 1,039 | $ | 1,191 | $ | 3,886 | $ | 1,564 | $ | 1,038 | $ | 1,162 | $ | 3,764 | $ | 122 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||||||
|
Segment adjusted Cost of sales(1)
|
594 | 400 | 502 | 1,496 | 546 | 401 | 512 | 1,459 | 37 | 2.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Other segment expense items(2)
|
525 | 490 | 374 | 1,389 | 498 | 500 | 343 | 1,341 | 48 | 3.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | 537 | $ | 149 | $ | 315 | $ | 1,001 | $ | 520 | $ | 137 | $ | 307 | $ | 964 | $ | 37 | 3.8 | % | ||||||||||||||||||||||||||||||||||||||||||
| Reconciliation to Income before taxes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Depreciation(3)
|
77 | 75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Amortization of intangible assets(4)
|
64 | 66 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Separation-related costs(5)
|
6 | 17 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Restructuring expenses and operating model optimization initiatives(6)
|
41 | 97 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Conversion of stock-based awards(7)
|
- | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Founder Shares(8)
|
- | (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Pending Transaction and other related costs(9)
|
28 | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Skillman sale-leaseback | 2 | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating expense, net | 6 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General corporate/unallocated expenses | 71 | 82 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 706 | $ | 629 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other expense, net | 8 | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 89 | 93 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income before taxes | $ | 609 | $ | 526 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) We define Segment adjusted cost of sales as Cost of sales adjusted for amortization of intangible assets, operating model optimization initiatives, Separation-related costs, Pending Transaction and other related costs, Founder Shares (as defined below), and general corporate/unallocated expenses.
(2) Other segment expense items for each reportable business segment include brand support, employee-related costs, shipping and handling costs, research and development costs, and certain other operating expenses (income).
(3) Depreciation consists of depreciation of property, plant, and equipment and amortization of integration and development costs capitalized in connection with cloud computing arrangements.
(4) Relates to the amortization of definite-lived intangible assets (primarily trademarks, trade names, and customer lists) over their estimated useful lives.
(5) See Note 1, "Description of the Company and Summary of Significant Accounting Policies-Separation-Related Costs," to the Condensed Consolidated Financial Statements included herein for additional information regarding Separation-related costs.
(6) Restructuring expenses and operating model optimization initiatives relate to the 2026 Restructuring Initiative for the fiscal three months ended September 27, 2026 and the 2024 Multi-Year Restructuring Initiative for the fiscal three months ended September 28, 2025. See Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein for additional information. Restructuring expenses and operating model optimization initiatives include accelerated depreciation expense on assets related to the 2026 Restructuring Initiative for the fiscal three months ended September 27, 2026.
(7) Segment adjusted operating income excludes the impact of the conversion of stock-based awards that occurred on August 23, 2023. The adjustment represents the net impact of the gain on reversal of previously recognized stock-based compensation expense, offset by stock-based compensation expense recognized in the fiscal three months ended September 27, 2026 and September 28, 2025 relating to employee services provided prior to the Separation.
(8) On August 25, 2023, our Compensation & Human Capital Committee approved equity grants to individuals employed by Kenvue as of October 2, 2023 (the "Founder Shares"). On October 2, 2023, the Founder Shares were granted to all Kenvue employees in the form of stock options and performance stock units ("PSUs") to executive officers and either stock options and PSUs or restricted stock units ("RSUs") to non-executive individuals.
(9) Pending Transaction and other related costs consist of expenses incurred in connection with the Pending Transaction, including advisory fees, legal costs, professional service costs, and other related costs.
| Fiscal Three Months Ended |
Change in Fiscal Period
|
|||||||||||||||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | Change 2025 to 2026 | ||||||||||||||||||||||||||||||||||||
| (Dollars in Millions) | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||||
| Segment Net Sales | ||||||||||||||||||||||||||||||||||||||
| Self Care | $ | 1,656 | 42.7 | % | $ | 1,564 | 41.5 | % | $ | 92 | 5.9 | % | ||||||||||||||||||||||||||
| Skin Health and Beauty | 1,039 | 26.7 | 1,038 | 27.6 | 1 | 0.1 | ||||||||||||||||||||||||||||||||
| Essential Health | 1,191 | 30.6 | 1,162 | 30.9 | 29 | 2.5 | ||||||||||||||||||||||||||||||||
| Segment net sales | $ | 3,886 | 100.0 | % | $ | 3,764 | 100.0 | % | $ | 122 | 3.2 | % | ||||||||||||||||||||||||||
| Self Care | $ | 537 | $ | 520 | $ | 17 | 3.3 | % | ||||||||||||||||||||||||||||||
| Skin Health and Beauty | 149 | 137 | 12 | 8.8 | ||||||||||||||||||||||||||||||||||
| Essential Health | 315 | 307 | 8 | 2.6 | ||||||||||||||||||||||||||||||||||
|
Segment adjusted operating income(1)
|
$ | 1,001 | $ | 964 | $ | 37 | 3.8 | % | ||||||||||||||||||||||||||||||
(1) Refer to the table above for the reconciliation of Segment adjusted operating income to Operating income and Income before taxes in the Condensed Consolidated Financial Statements.
Organic Sales Change
We define Organic sales, a non-GAAP financial measure, as Net sales excluding the impact of changes in foreign currency exchange rates and the impact of acquisitions and divestitures. We assess our Net sales performance by measuring the period-over-period change in Organic sales. Management believes reporting period-over-period changes in Organic sales provides investors with supplemental information that is useful in assessing our results of operations by excluding the impact of certain items that we believe do not directly reflect our underlying operations.
The following table presents a reconciliation of the change in U.S. GAAP Net sales to the change in Organic sales for the fiscal three months ended September 27, 2026 as compared to the fiscal three months ended September 28, 2025:
|
Fiscal Three Months Ended September 27, 2026 vs. September 28, 2025(1)
|
||||||||||||||||||||||||||||||||
| Reported Net Sales Change | Impact of Foreign Currency | Organic Sales Change | ||||||||||||||||||||||||||||||
| Total Organic Sales Change |
Price/Mix(2)
|
Volume | ||||||||||||||||||||||||||||||
| Self Care | 5.9 | % | 0.5 | % | 5.4 | % | 2.0 | % | 3.4 | % | ||||||||||||||||||||||
| Skin Health and Beauty | 0.1 | 0.6 | (0.5) | 1.2 | (1.7) | |||||||||||||||||||||||||||
| Essential Health | 2.5 | - | 2.5 | 0.5 | 2.0 | |||||||||||||||||||||||||||
| Total | 3.2 | % | 0.3 | % | 2.9 | % | 1.3 | % | 1.6 | % | ||||||||||||||||||||||
(1) Acquisitions and divestitures did not impact Net sales for the fiscal three months ended September 27, 2026 or September 28, 2025.
(2) Also referred to as value realization.
Self Care Segment
Self Care Segment Net Sales
The Self Care Segment Net sales were $1.7 billion and $1.6 billion for the fiscal three months ended September 27, 2026 and September 28, 2025, respectively, an increase of $92 million, or 5.9%. Excluding the impact of favorable changes in foreign currency exchange rates of 0.5%, Organic sales increased 5.4%, driven by both volume-related increases of 3.4% and favorable value realization of 2.0%. Volume-related increases were primarily attributable to Pain Care and Cough and Cold in Asia Pacific as the region benefited from favorable inventory-related comparisons following trade inventory depletion in the prior fiscal year period, as well as an increase in flu incidences. Volume-related increases were further driven by Smoking Cessation in EMEA and Asia Pacific and product innovation and e-commerce growth in Digestive Health in the United States. Favorable value realization was primarily attributable to new pricing actions in EMEA.
Self Care Segment Adjusted Operating Income
The Self Care Segment adjusted operating income increased by $17 million, or 3.3%, to $537 million for the fiscal three months ended September 27, 2026 as compared to the fiscal three months ended September 28, 2025. The increase was primarily driven by favorable value realization, volume-related Net sales increases, benefits associated with our supply chain optimization initiatives, and refunds received on tariffs paid for goods imported into the United States, partially offset by higher expenses related to brand support, unfavorable changes in foreign currency exchange rates, and net input cost inflation including the impact of the conflict in the Middle East. Segment adjusted operating income margin decreased 80 basis points for the fiscal three months ended September 27, 2026 as compared to the fiscal three months ended September 28, 2025.
Skin Health and Beauty Segment
Skin Health and Beauty Segment Net Sales
The Skin Health and Beauty Segment Net sales were $1.0 billion for each of the fiscal three months ended September 27, 2026 and September 28, 2025. For the fiscal three months ended September 27, 2026, Net sales increased $1 million, or 0.1%, as compared to the fiscal three months ended September 28, 2025. Excluding the impact of favorable changes in foreign currency exchange rates of 0.6%, Organic sales decreased 0.5% driven by volume-related decreases of 1.7%, partially offset by favorable value realization of 1.2%. Volume-related decreases were primarily driven by distribution losses and timing of promotions in the United States, as well as the impact of retailer price negotiations in Europe. Volume-related decreases were partially offset by increases in hair regrowth products. Favorable value realization was primarily attributable to lower strategic price investments in Latin America and prior fiscal year carry-over pricing actions in Latin America and North America.
Skin Health and Beauty Segment Adjusted Operating Income
The Skin Health and Beauty Segment adjusted operating income increased by $12 million, or 8.8%, to $149 million for the fiscal three months ended September 27, 2026 as compared to the fiscal three months ended September 28, 2025. The increase was primarily driven by lower expenses related to brand support in part attributable to media cost improvements, favorable value realization, benefits associated with our supply chain optimization initiatives, and refunds received on tariffs paid for
goods imported into the United States, partially offset by volume-related Net sales decreases, net input cost inflation including the impact of the conflict in the Middle East, and unfavorable changes in foreign currency exchange rates.
Essential Health Segment
Essential Health Segment Net Sales
The Essential Health Segment Net sales were $1.2 billion for each of the fiscal three months ended September 27, 2026 and September 28, 2025. For the fiscal three months ended September 27, 2026, Net sales increased $29 million, or 2.5%, as compared to the fiscal three months ended September 28, 2025. Given no impact of changes in foreign currency exchange rates, Organic sales increased 2.5% driven by both volume-related increases of 2.0% and favorable value realization of 0.5%. Volume-related increases were primarily driven by increases in Baby Care across all regions attributable to effective promotional strategies, strong e-commerce performance, and product innovation, as well as increases in Women's Health in Asia Pacific primarily attributable to product innovation. Favorable value realization was primarily attributable to prior fiscal year carry-over and new pricing actions across all regions, partially offset by increased strategic price investments across all regions.
Essential Health Segment Adjusted Operating Income
The Essential Health Segment adjusted operating income increased by $8 million, or 2.6%, to $315 million for the fiscal three months ended September 27, 2026 as compared to the fiscal three months ended September 28, 2025. The increase was primarily driven by volume-related Net sales increases, benefits associated with our supply chain optimization initiatives, and refunds received on tariffs paid for goods imported into the United States, partially offset by higher expenses related to brand support, increased administrative expenses, net input cost inflation including the impact of the conflict in the Middle East, and unfavorable changes in foreign currency exchange rates.
Results of Operations
Fiscal Nine Months Ended September 27, 2026 Compared with Fiscal Nine Months Ended September 28, 2025
Our results for the fiscal nine months ended September 27, 2026 and September 28, 2025 were as follows:
| Fiscal Nine Months Ended | Change in Fiscal Period | |||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | Change 2025 to 2026 | ||||||||||||||||||||||||
| (Dollars in Millions) | Amount | Percent | ||||||||||||||||||||||||
| Net sales | $ | 11,750 | $ | 11,344 | $ | 406 | 3.6 | % | ||||||||||||||||||
| Cost of sales | 4,833 | 4,689 | 144 | 3.1 | ||||||||||||||||||||||
| Gross profit | 6,917 | 6,655 | 262 | 3.9 | ||||||||||||||||||||||
| Selling, general, and administrative expenses | 4,559 | 4,553 | 6 | 0.1 | ||||||||||||||||||||||
| Restructuring expenses | 163 | 204 | (41) | (20.1) | ||||||||||||||||||||||
| Other operating expense, net | 23 | 19 | 4 | 21.1 | ||||||||||||||||||||||
| Operating income | 2,172 | 1,879 | 293 | 15.6 | ||||||||||||||||||||||
| Other expense, net | 19 | 26 | (7) | (26.9) | ||||||||||||||||||||||
| Interest expense, net | 274 | 281 | (7) | (2.5) | ||||||||||||||||||||||
| Income before taxes | 1,879 | 1,572 | 307 | 19.5 | ||||||||||||||||||||||
| Provision for taxes | 519 | 432 | 87 | 20.1 | ||||||||||||||||||||||
| Net income | $ | 1,360 | $ | 1,140 | $ | 220 | 19.3 | % | ||||||||||||||||||
Net Sales
Net sales were $11.8 billion and $11.3 billion for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $406 million, or 3.6%. Excluding the impact of favorable changes in foreign currency exchange rates of 1.9%, Organic sales increased 1.7% driven by both favorable value realization of 1.0% and volume-related increases of 0.7%. Favorable value realization was driven primarily by new pricing actions in EMEA, Latin America, and Asia Pacific. Volume-related increases were driven by strong e-commerce performance as well as product innovation, partially offset by the
impact of lower incidences of illnesses primarily affecting pediatric Pain Care as well as Cough and Cold. For additional information about the Net sales of our three reportable business segments, see "-Segment Results" below.
The following table presents a reconciliation of the change in U.S. GAAP Net sales to the change in Organic sales for the fiscal nine months ended September 27, 2026 as compared to the fiscal nine months ended September 28, 2025:
|
Fiscal Nine Months Ended September 27, 2026 vs. September 28, 2025(1)
|
||||||||||||||||||||||||||||||||
| Reported Net Sales Change | Impact of Foreign Currency | Organic Sales Change | ||||||||||||||||||||||||||||||
| Total Organic Sales Change |
Price/Mix(2)
|
Volume | ||||||||||||||||||||||||||||||
| Total | 3.6 | % | 1.9 | % | 1.7 | % | 1.0 | % | 0.7 | % | ||||||||||||||||||||||
(1) Acquisitions and divestitures did not impact Net sales for the fiscal nine months ended September 27, 2026 or September 28, 2025.
(2) Also referred to as value realization.
Cost of Sales
Cost of sales was $4.8 billion and $4.7 billion for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $144 million, or 3.1%. Gross profit margin expanded 20 basis points to 58.9% for the fiscal nine months ended September 27, 2026 as compared to 58.7% for the fiscal nine months ended September 28, 2025. Changes in both Cost of sales and gross profit margin were driven by benefits associated with our supply chain optimization initiatives, partially offset by net input cost inflation including the impact of the conflict in the Middle East and unfavorable changes in transactional foreign currency exchange rates. Cost of sales was also impacted by unfavorable changes in translational foreign currency exchange rates and volume-related Net sales increases. Gross profit margin was also impacted by favorable value realization.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses were $4.6 billion for each of the fiscal nine months ended September 27, 2026 and September 28, 2025. For the fiscal nine months ended September 27, 2026, Selling, general, and administrative expenses increased $6 million, or 0.1%. The increase in Selling, general, and administrative expenses was primarily attributable to unfavorable changes in translational foreign currency exchange rates, Pending Transaction and other related costs incurred in the fiscal nine months ended September 27, 2026, net input cost inflation, and higher expenses related to brand support, partially offset by savings from our restructuring initiatives (as described in Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein), and a $57 million decrease in Separation-related costs. Selling, general, and administrative expenses as a percentage of Net sales decreased 130 basis points to 38.8% for the fiscal nine months ended September 27, 2026, as compared to 40.1% for the fiscal nine months ended September 28, 2025.
Restructuring Expenses
Restructuring expenses were $163 million and $204 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, a decrease of $41 million. Restructuring expenses for the fiscal nine months ended September 27, 2026 related to costs incurred under the 2026 Restructuring Initiative, and restructuring expenses for the fiscal nine months ended September 28, 2025 related to costs incurred under Our Vue Forward. Costs incurred under each of the initiatives primarily included employee-related costs and information technology and project-related costs. See Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein for additional information.
Other Operating Expense, Net
Other operating expense, net was $23 million and $19 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $4 million. Other operating expense, net for the fiscal nine months ended September 27, 2026 and September 28, 2025 was driven by the $27 million and $35 million impact, respectively, of net economic benefit arrangements with J&J in connection with the Deferred Local Businesses (see Note 1, "Description of the Company and Summary of Significant Accounting Policies-Net Economic Benefit Arrangements," to the Condensed Consolidated Financial Statements included herein for additional information), partially offset by $20 million and $26 million,
respectively, of royalty income. See Note 9, "Other Operating Expense, Net and Other Expense, Net," to the Condensed Consolidated Financial Statements included herein for additional information.
Other Expense, Net
Other expense, net was $19 million and $26 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, a decrease of $7 million. Other expense, net for the fiscal nine months ended September 27, 2026 and September 28, 2025 was driven by $20 million and $37 million, respectively, of currency losses on transactions. See Note 9, "Other Operating Expense, Net and Other Expense, Net," to the Condensed Consolidated Financial Statements included herein for additional information.
Interest Expense, Net
Interest expense, net was $274 million and $281 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, a decrease of $7 million. Interest expense, net in each of the fiscal periods primarily consisted of interest expense, including amortization of discounts and debt issuance costs, recognized on the Senior Notes (as defined in Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein) and notes issued under our commercial paper program. See Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein for additional information.
Provision for Taxes
Provision for taxes was $519 million and $432 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $87 million. The increase in Provision for taxes was primarily the result of higher year-to-date pre-tax income as well as a reduction in favorable U.S. return-to-provision adjustments. The increase was partially offset by favorable impacts to U.S. tax on foreign earnings attributable to the prior year enactment of the One Big Beautiful Bill Act, which became effective in the current year, and related regulatory guidance issued during the fiscal three months ended September 27, 2026, as well as the release of a valuation allowance in the fiscal nine months ended September 27, 2026. In addition, the worldwide effective income tax rates for the fiscal nine months ended September 27, 2026 and September 28, 2025 were 27.6% and 27.5%, respectively. See Note 10, "Income Taxes," to the Condensed Consolidated Financial Statements included herein for additional information.
Segment Results
Fiscal Nine Months Ended September 27, 2026 Compared with Fiscal Nine Months Ended September 28, 2025
The following tables present Segment net sales and Segment adjusted operating income and the period-over-period changes in Segment net sales and Segment adjusted operating income for the fiscal nine months ended September 27, 2026 and September 28, 2025. See Note 14, "Segments of Business," to the Condensed Consolidated Financial Statements included herein for further details regarding Segment net sales and Segment adjusted operating income.
| Fiscal Nine Months Ended |
Change in Fiscal Period
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | Change 2025 to 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in Millions) | Self Care | Skin Health and Beauty | Essential Health | Total | Self Care | Skin Health and Beauty | Essential Health | Total | Amount | Percent | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 4,944 | $ | 3,211 | $ | 3,595 | $ | 11,750 | $ | 4,786 | $ | 3,074 | $ | 3,484 | $ | 11,344 | $ | 406 | 3.6 | % | ||||||||||||||||||||||||||||||||||||||||||
|
Segment adjusted Cost of sales(1)
|
1,722 | 1,287 | 1,594 | 4,603 | 1,681 | 1,236 | 1,539 | 4,456 | 147 | 3.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Other segment expense items(2)
|
1,548 | 1,421 | 1,072 | 4,041 | 1,492 | 1,460 | 1,048 | 4,000 | 41 | 1.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | 1,674 | $ | 503 | $ | 929 | $ | 3,106 | $ | 1,613 | $ | 378 | $ | 897 | $ | 2,888 | $ | 218 | 7.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Reconciliation to Income before taxes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Depreciation(3)
|
234 | 226 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Amortization of intangible assets(4)
|
193 | 193 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Separation-related costs(5)
|
16 | 79 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Restructuring expenses and operating model optimization initiatives(6)
|
188 | 232 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Conversion of stock-based awards(7)
|
1 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Founder Shares(8)
|
3 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Pending Transaction and other related costs(9)
|
60 | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Skillman sale-leaseback | 6 | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating expense, net | 23 | 19 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General corporate/unallocated expenses | 210 | 251 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 2,172 | $ | 1,879 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other expense, net | 19 | 26 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 274 | 281 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income before taxes | $ | 1,879 | $ | 1,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) We define Segment adjusted cost of sales as Cost of sales adjusted for amortization of intangible assets, operating model optimization initiatives, Separation-related costs, Pending Transaction and other related costs, Founder Shares, conversion of stock-based awards, and general corporate/unallocated expenses.
(2) Other segment expense items for each reportable business segment include brand support, employee-related costs, shipping and handling costs, research and development costs, and certain other operating expenses (income).
(3) Depreciation consists of depreciation of property, plant, and equipment and amortization of integration and development costs capitalized in connection with cloud computing arrangements.
(4) Relates to the amortization of definite-lived intangible assets (primarily trademarks, trade names, and customer lists) over their estimated useful lives.
(5) See Note 1, "Description of the Company and Summary of Significant Accounting Policies-Separation-Related Costs," to the Condensed Consolidated Financial Statements included herein for additional information regarding Separation-related costs.
(6) Restructuring expenses and operating model optimization initiatives relate to the 2026 Restructuring Initiative for the fiscal nine months ended September 27, 2026 and the 2024 Multi-Year Restructuring Initiative for the fiscal nine months ended September 28, 2025. See Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein for additional information. Restructuring expenses and operating model optimization initiatives include accelerated depreciation expense on assets related to the 2026 Restructuring Initiative for the fiscal nine months ended September 27, 2026.
(7) Segment adjusted operating income excludes the impact of the conversion of stock-based awards that occurred on August 23, 2023. The adjustment represents the net impact of the gain on reversal of previously recognized stock-based compensation expense, offset by stock-based compensation expense recognized in the fiscal nine months ended September 27, 2026 and September 28, 2025 relating to employee services provided prior to the Separation.
(8) On August 25, 2023, our Compensation & Human Capital Committee approved the Founder Shares. On October 2, 2023, the Founder Shares were granted to all Kenvue employees in the form of stock options and PSUs to executive officers and either stock options and PSUs or RSUs to non-executive individuals.
(9) Pending Transaction and other related costs consist of expenses incurred in connection with the Pending Transaction, including advisory fees, legal costs, professional service costs, and other related costs.
| Fiscal Nine Months Ended |
Change in Fiscal Period
|
|||||||||||||||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | Change 2025 to 2026 | ||||||||||||||||||||||||||||||||||||
| (Dollars in Millions) | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||||
| Segment Net Sales | ||||||||||||||||||||||||||||||||||||||
| Self Care | $ | 4,944 | 42.1 | % | $ | 4,786 | 42.2 | % | $ | 158 | 3.3 | % | ||||||||||||||||||||||||||
| Skin Health and Beauty | 3,211 | 27.3 | 3,074 | 27.1 | 137 | 4.5 | ||||||||||||||||||||||||||||||||
| Essential Health | 3,595 | 30.6 | 3,484 | 30.7 | 111 | 3.2 | ||||||||||||||||||||||||||||||||
| Segment net sales | $ | 11,750 | 100.0 | % | $ | 11,344 | 100.0 | % | $ | 406 | 3.6 | % | ||||||||||||||||||||||||||
| Self Care | $ | 1,674 | $ | 1,613 | $ | 61 | 3.8 | % | ||||||||||||||||||||||||||||||
| Skin Health and Beauty | 503 | 378 | 125 | 33.1 | ||||||||||||||||||||||||||||||||||
| Essential Health | 929 | 897 | 32 | 3.6 | ||||||||||||||||||||||||||||||||||
|
Segment adjusted operating income(1)
|
$ | 3,106 | $ | 2,888 | $ | 218 | 7.5 | % | ||||||||||||||||||||||||||||||
(1) Refer to the table above for the reconciliation of Segment adjusted operating income to Operating income and Income before taxes in the Condensed Consolidated Financial Statements.
Organic Sales Change
The following table presents a reconciliation of the change in U.S. GAAP Net sales to the change in Organic sales for the fiscal nine months ended September 27, 2026 as compared to the fiscal nine months ended September 28, 2025:
|
Fiscal Nine Months Ended September 27, 2026 vs. September 28, 2025(1)
|
||||||||||||||||||||||||||||||||
| Reported Net Sales Change | Impact of Foreign Currency | Organic Sales Change | ||||||||||||||||||||||||||||||
| Total Organic Sales Change |
Price/Mix(2)
|
Volume | ||||||||||||||||||||||||||||||
| Self Care | 3.3 | % | 2.2 | % | 1.1 | % | 1.6 | % | (0.5) | % | ||||||||||||||||||||||
| Skin Health and Beauty | 4.5 | 1.8 | 2.7 | 1.6 | 1.1 | |||||||||||||||||||||||||||
| Essential Health | 3.2 | 1.5 | 1.7 | (0.1) | 1.8 | |||||||||||||||||||||||||||
| Total | 3.6 | % | 1.9 | % | 1.7 | % | 1.0 | % | 0.7 | % | ||||||||||||||||||||||
(1) Acquisitions and divestitures did not impact Net sales for the fiscal nine months ended September 27, 2026 or September 28, 2025.
(2) Also referred to as value realization.
Self Care Segment
Self Care Segment Net Sales
The Self Care Segment Net sales were $4.9 billion and $4.8 billion for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $158 million, or 3.3%. Excluding the impact of favorable changes in foreign currency exchange rates of 2.2%, Organic sales increased 1.1%, driven by favorable value realization of 1.6%, partially offset by volume-related decreases of 0.5%. Favorable value realization was primarily attributable to new pricing actions in EMEA and Asia Pacific, as well as prior fiscal year carry-over pricing actions in EMEA and North America. Volume-related decreases were primarily attributable to the impact of lower incidences of illnesses affecting pediatric Pain Care and Cough and Cold as well as decreases in Digestive Health in Asia Pacific, partially offset by product innovation and growth in Smoking Cessation primarily in EMEA and Asia Pacific.
Self Care Segment Adjusted Operating Income
The Self Care Segment adjusted operating income increased by $61 million, or 3.8%, to $1,674 million for the fiscal nine months ended September 27, 2026 as compared to the fiscal nine months ended September 28, 2025. The increase was primarily driven by favorable value realization and benefits associated with our supply chain optimization initiatives, partially offset by volume-related Net sales decreases, higher expenses related to brand support, net input cost inflation including the impact of the conflict in the Middle East, and unfavorable changes in foreign currency exchange rates.
Skin Health and Beauty Segment
Skin Health and Beauty Segment Net Sales
The Skin Health and Beauty Segment Net sales were $3.2 billion and $3.1 billion for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $137 million, or 4.5%. Excluding the impact of favorable changes in foreign currency exchange rates of 1.8%, Organic sales increased 2.7%, driven by both favorable value realization of 1.6% and volume-related increases of 1.1%. Favorable value realization was primarily attributable to new pricing actions in Latin America, prior fiscal year carry-over pricing actions in North America, as well as lower strategic price investments in Latin America. Volume-related increases were primarily attributable to strong e-commerce performance, product innovation across major need states primarily in North America and EMEA, and increases in hair regrowth products.
Skin Health and Beauty Segment Adjusted Operating Income
The Skin Health and Beauty Segment adjusted operating income increased by $125 million, or 33.1%, to $503 million for the fiscal nine months ended September 27, 2026 as compared to the fiscal nine months ended September 28, 2025. The increase was primarily driven by favorable value realization, lower expenses related to brand support in part attributable to media cost improvements, benefits associated with our supply chain optimization initiatives, and volume-related Net sales increases, partially offset by net input cost inflation including the impact of the conflict in the Middle East and unfavorable changes in foreign currency exchange rates.
Essential Health Segment
Essential Health Segment Net Sales
The Essential Health Segment Net sales were $3.6 billion and $3.5 billion for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $111 million, or 3.2%. Excluding the impact of favorable changes in foreign currency exchange rates of 1.5%, Organic sales increased 1.7% driven by volume-related increases of 1.8%, partially offset by unfavorable value realization of 0.1%. Volume-related increases were primarily driven by strong e-commerce performance; distribution gains in Baby Care; and product innovation primarily attributable to Baby Care and Wound Care. Volume-related increases were partially offset by decreases in Oral Care largely attributable to timing of promotions and competitive pressures. Unfavorable value realization was primarily attributable to increased strategic price investments in North America, Asia Pacific, and Latin America, partially offset by new pricing actions in Latin America.
Essential Health Segment Adjusted Operating Income
The Essential Health Segment adjusted operating income increased by $32 million, or 3.6%, to $929 million for the fiscal nine months ended September 27, 2026 as compared to the fiscal nine months ended September 28, 2025. The increase was
primarily driven by volume-related Net sales increases and benefits associated with our supply chain optimization initiatives, partially offset by higher expenses related to brand support, net input cost inflation including the impact of the conflict in the Middle East, unfavorable changes in foreign currency exchange rates, and increased administrative expenses.
Liquidity and Capital Resources
Cash Flows
Summarized cash flow information for the fiscal nine months ended September 27, 2026 and September 28, 2025 was as follows:
| Change in Fiscal Period | ||||||||||||||||||||||||||
| Fiscal Nine Months Ended | Change 2025 to 2026 | |||||||||||||||||||||||||
| (Dollars in Millions) | September 27, 2026 | September 28, 2025 | Amount | Percent | ||||||||||||||||||||||
| Net income | $ | 1,360 | $ | 1,140 | $ | 220 | 19.3 | % | ||||||||||||||||||
| Net changes in assets and liabilities | $ | (56) | $ | (365) | $ | 309 | (84.7) | % | ||||||||||||||||||
| Net cash flows from operating activities | $ | 1,877 | $ | 1,343 | $ | 534 | 39.8 | % | ||||||||||||||||||
| Net cash flows used in investing activities | $ | (324) | $ | (361) | $ | 37 | (10.2) | % | ||||||||||||||||||
| Net cash flows used in financing activities | $ | (1,561) | $ | (968) | $ | (593) | 61.3 | % | ||||||||||||||||||
Operating Activities
Net cash flows from operating activities were $1,877 million and $1,343 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $534 million. The increase was primarily attributable to a $225 million increase in Net income after adjusting for non-cash items, as well as a $309 million increase to the net changes in assets and liabilities primarily driven by net changes in working capital balances.
Investing Activities
Net cash flows used in investing activities were $324 million and $361 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, a decrease of $37 million. Net cash flows used in investing activities were primarily driven by purchases of property, plant, and equipment in each of the fiscal nine months ended September 27, 2026 and September 28, 2025.
Financing Activities
Net cash flows used in financing activities were $1,561 million and $968 million for the fiscal nine months ended September 27, 2026 and September 28, 2025, respectively, an increase of $593 million. Net cash flows used in financing activities for the fiscal nine months ended September 27, 2026 were primarily driven by $1,199 million of dividends paid and the $750 million repayment of the 5.35% Senior Notes due 2026 (as defined in Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein), partially offset by $384 million of net proceeds from our commercial paper program. Net cash flows used in financing activities for the fiscal nine months ended September 28, 2025 were primarily driven by $1,183 million of dividends paid, the $750 million repayment of the 5.50% Senior Notes due 2025, and $197 million of payments made to purchase treasury stock, partially offset by $746 million of net proceeds from the issuance of the 4.85% Senior Notes due 2032 (as defined in Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein) and $324 million of net proceeds from our commercial paper program.
Sources of Liquidity
Our primary sources of liquidity are cash on hand, which consisted of Cash and cash equivalents of $1,039 million as of September 27, 2026, cash flows from operations, borrowing capacity under a revolving credit facility of $4.0 billion which expires in March 2029, and authorized commercial paper program issuance of $4.0 billion. Also, on February 24, 2025, we filed a registration statement on Form S-3 with the SEC under which, from time to time, we may sell securities.
As of September 27, 2026, total debt was $8,206 million. As of September 27, 2026, we had $6,942 million of Senior Notes (as defined in Note 4, "Borrowings," to the Condensed Consolidated Financial Statements included herein) outstanding, net of
related discounts and debt issuance costs of $58 million, no amounts outstanding under our revolving credit facility, and $1,118 million of outstanding balances under our commercial paper program, net of a related discount of $2 million.
Our ability to fund our operating needs will depend on our ability to continue to generate positive cash flows from operations and on our ability to obtain debt financing on acceptable terms or to issue additional equity or equity-linked securities. Based upon our history of generating positive cash flows, we believe our existing cash and cash generated from operations will be sufficient to service our current obligations for at least the next 12 months.
Management believes that our cash balances and funds provided by operating activities, along with borrowing capacity and access to capital markets, taken as a whole, provide adequate liquidity to meet all of our current and long-term obligations when due, including third-party debt, adequate liquidity to fund capital expenditures, and flexibility to meet investment opportunities that may arise. However, we cannot assure you that we will be able to obtain additional debt or equity financing on acceptable terms in the future.
Cash and cash equivalents decreased by $23 million during the fiscal nine months ended September 27, 2026 to $1,039 million as of September 27, 2026, as compared to $1,062 million as of December 28, 2025. Cash and cash equivalents held by our foreign subsidiaries was $1,026 million and $1,020 million as of September 27, 2026 and December 28, 2025, respectively.
Restructuring
On February 17, 2026, our Board approved the 2026 Restructuring Initiative which aims to optimize our operating model, transform our supply chain, reduce complexity, and drive operational efficiencies, while strengthening core capabilities. The initiative is expected to result in pre-tax restructuring expenses and other charges totaling approximately $250 million in fiscal year 2026. Over the life of the initiative, a majority of the pre-tax restructuring expenses and other charges are expected to be paid in cash and are expected to be funded primarily through cash flows generated from operations. We expect to realize annualized pre-tax gross cost savings of approximately $200 million upon completion of the program. Our estimates of the costs of the initiative and the expected benefits are preliminary estimates and are subject to a number of assumptions, including local law requirements in various jurisdictions. Actual charges may differ, possibly materially, from the estimates provided above. See Note 15, "Restructuring Expenses and Operating Model Optimization Initiatives," to the Condensed Consolidated Financial Statements included herein for further information regarding ongoing and previously completed initiatives.
Senior Notes
On February 13, 2026, we issued a notice of full redemption to the holders of the 5.35% Senior Notes due 2026. All $750 million aggregate principal amount outstanding of the 5.35% Senior Notes due 2026 were redeemed on February 23, 2026 at par plus accrued and unpaid interest to, but not including, the redemption date.
Dividends
Quarterly dividends have been paid to our shareholders since the Kenvue IPO. A summary of cash dividends per share on the outstanding Kenvue common stock declared to shareholders by our Board and paid during the fiscal nine months ended September 27, 2026 is presented below:
|
Declaration Date
|
Record Date
|
Payment Date
|
Per Share Amount | |||||||||||||||||
|
January 28, 2026
|
February 11, 2026
|
February 25, 2026
|
$0.2075
|
|||||||||||||||||
|
April 29, 2026
|
May 13, 2026
|
May 27, 2026
|
$0.2075
|
|||||||||||||||||
|
July 29, 2026
|
August 12, 2026
|
August 26, 2026
|
$0.21
|
|||||||||||||||||
On September 10, 2026, we announced that our Board declared a dividend of $0.21 per share on our common stock. The dividend was paid on October 2, 2026 to shareholders of record as of the close of business on September 21, 2026.
We expect to continue to pay cash dividends on a quarterly basis. However, the declaration of dividends is subject to the discretion of our Board.
Future Cash Requirements
We expect our future cash requirements will relate to working capital, capital expenditures, restructuring and integration, compensation and benefit-related obligations, interest expense and debt service obligations, litigation costs, the return of capital to shareholders, including through the payment of any dividends, and other contractual obligations that arise in the normal course of business. We may also use cash to enter into business development transactions, such as licensing arrangements or strategic acquisitions.
As of September 27, 2026, we expect our primary cash requirements for fiscal year 2026 to include capital expenditures. We made payments of $283 million for purchases of property, plant, and equipment during the fiscal nine months ended September 27, 2026.
Future Litigation
In the ordinary course of business, we are involved in litigation, claims, government inquiries, investigations, charges, and proceedings. See Note 13, "Commitments and Contingencies," to the Condensed Consolidated Financial Statements included herein for further details regarding certain matters that are currently pending. Our ability to successfully resolve pending and future litigation may adversely impact our financial condition, results of operations, or cash flows.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements (as defined under the rules and regulations of the SEC) or any relationships with unconsolidated entities that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, Net sales or expenses, results of operations, liquidity, cash requirements, or capital resources.
Other Information
Provision for Taxes
On December 15, 2022, the European Union (the "EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development's (the "OECD") Pillar Two Inclusive Framework ("Pillar Two") that was supported by over 130 countries worldwide. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. On July 17, 2023, the OECD published Administrative Guidance proposing certain safe harbors that effectively extend certain effective dates to January 1, 2027. The OECD continues to release additional guidance, including guidance on safe harbors for which we may qualify, and many countries have already implemented legislation consistent with Pillar Two. Due to these new rules, our provision for taxes could be unfavorably impacted as the legislation becomes effective in countries in which we conduct business. However, based on our current analysis, currently enacted laws for Pillar Two do not have a significant impact on the Condensed Consolidated Financial Statements. We are continuing to evaluate the Model Global Anti-Base Erosion Rules for Pillar Two and related legislation, and their potential impact on future periods. In addition, in January 2025, the United States issued an executive order expressing disagreement with certain aspects of Pillar Two. In June 2025, the Group of Seven issued a statement supporting the exclusion of U.S.-parented groups from certain aspects of Pillar Two in exchange for the United States not imposing certain retaliatory taxes. On January 5, 2026, the OECD announced the Side-by-Side ("SbS") package, implemented as administrative guidance and modifying the operation of the Pillar Two rules. The package introduces simplifications and new safe harbors for U.S. and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar Two, which would fully exempt U.S.-parented groups from the application of the Income Inclusion Rule and Undertaxed Profits Rule Pillar Two top-up taxes. The SbS package also extends the current Transitional Country-by-Country Reporting Safe Harbour by one year. On May 18, 2026, the OECD released additional administrative guidance that provided additional relief in complying with the Pillar Two Global Minimum Tax and the GloBE Information Return ("GIR") filing, including a clarification that 53-week fiscal years ending on or before January 3, 2027 qualified for the Transitional Undertaxed Profits Rule Safe Harbour exemption. We will continue to monitor any additional changes to Pillar Two.
Kenvue Inc. published this content on October 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 30, 2026 at 10:53 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]