Kenvue KVUE
Kenvue reports $3.89 billion revenue for Q3 2026
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001944048-26-000168
- Revenue: $3.89 billion for the three months ended Sep 27, 2026
- Net income: $430 million for the three months ended Sep 27, 2026
- Diluted EPS: $0.22 for the three months ended Sep 27, 2026
- Cash and equivalents: $1.04 billion at Sep 27, 2026
Written from the 10-Q on EDGAR. Check the filing before you rely on it.
What changed
7 changes since the June 2026 10-Q
Compared with the 10-Q 0001944048-26-000142, filed Aug 6, 2026.
EPS down 8.3% from Jun 28
$0.22, was $0.24.
From the filings
Before
$0.24Now
$0.22Cash down 6.4% from Jun 28
$1B, was $1.1B.
From the filings
Before
$1.1BNow
$1BNet income down 5.7% from Jun 28
$430M, was $456M.
From the filings
Before
$456MNow
$430MThe parties to the Merger Agreement are required to obtain the approvals of certain regulatory agencies…
New paragraph in MD&A.
From the filings
Now
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.On September 28, 2026, in connection with the Pending Transaction, K-C commenced offers to exchange any and…
New paragraph in MD&A.
From the filings
Now
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.The Self Care Segment Net sales were $1.7 billion and $1.6 billion for the fiscal three months ended…
Adds "$1.7"; drops "$3.3".
From the filings
Before
The Self Care Segment Net sales were $3.3 billion and $3.2 billion for the fiscal six months ended June 28, 2026 and June 29, 2025, respectively, an increase of $66 million, or 2.0%. Excluding the impact of favorable changes in foreign currency exchange rates of 2.9%, Organic sales decreased 0.9% driven by volume-related decreases of 2.3%, partially offset by favorable value realization of 1.4%. 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 EMEA and Asia Pacific, partially offset by product innovation and growth in Smoking Cessation primarily in EMEA and Asia Pacific. 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.Now
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.The Essential Health Segment Net sales were $1.2 billion for each of the fiscal three months ended September…
Adds "each of"; drops "$1.3 billion and".
From the filings
Before
The Essential Health Segment Net sales were $1.3 billion and $1.2 billion for the fiscal three months ended June 28, 2026 and June 29, 2025, respectively, an increase of $28 million , or 2.3%. Excluding the impact of favorable changes in foreign currency exchange rates of 1.2%, Organic sales increased 1.1% driven by volume-related increases of 1.9%, partially offset by unfavorable value realization of 0.8%. Volume-related increases were primarily driven by strong e-commerce performance; product innovation and distribution gains in Wound Care largely attributable to the United States; and effective promotional strategies in Baby Care. Volume-related increases were partially offset by decreases in Oral Care largely attributable to competitive pressures. Unfavorable value realization was primarily attributable to increased strategic price investments across all regions, partially offset by new pricing actions in Latin America, Asia Pacific, and EMEA.Now
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.
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Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
3 unchanged paragraphs
For the quarterly period ended June 28, September 27, 2026
20 unchanged paragraphs
On July 31, October 26, 2026, 1,920,773,467 1,921,768,446 shares of Common Stock, $0.01 par value, were outstanding.
Forward-looking statements 1 change
30 unchanged paragraphs
Our ability to complete the Pending Transaction and uncertainties related to the Pending Transaction generally, including, among others, those related to the ability of the combined company (as defined in Note 1, Description of the Company and Summary of Significant Accounting Policies Pending Transaction with Kimberly-Clark, to the Condensed Consolidated Financial Statements included herein) to identify and realize any benefits that the Pending Transaction may offer, consideration our shareholders may receive, the ability of our shareholders to influence the future combined company, the possibility of future litigation related to the Pending Transaction, and the receipt of regulatory approvals and satisfaction or waiver of other customary closing conditions necessary for the Pending Transaction to be consummated.
2 unchanged paragraphs
Financial statements 152 changes
2 unchanged paragraphs
Other assets 692 727
June 28, September 27, 2026 December 28, 2025
Cash and cash equivalents $ 1,110 1,039 $ 1,062
Trade receivables, less allowances for credit losses ($ 18 15 and $ 26 as of June 28, September 27, 2026 and December 28, 2025, respectively)
Inventories 1,722 1,815 1,666
Prepaid expenses and other receivables 450 410 432
Other current assets 141 171 155
Total current assets 5,899 5,939 5,697
Property, plant, and equipment, net 2,226 2,233 2,212
Intangible assets, net 8,406 8,330 8,694
Goodwill 9,265 9,251 9,509
Deferred taxes on income 247 244 237
Other assets 674 727
Total Assets $ 26,735 26,671 $ 27,076
1 unchanged paragraph
Loans and notes payable $ 1,406 1,121 $ 1,453
Accounts payable 2,577 2,685 2,473
Accrued liabilities 1,040 1,522 1,159
Accrued rebates, returns, and promotions 769 770 755
Accrued taxes on income 75 118 105
Total current liabilities 5,867 6,216 5,945
Long-term debt 7,074 7,085 7,071
Deferred taxes on income 2,328 2,297 2,354
1 unchanged paragraph
Other liabilities 572 601
Other liabilities 570 601
Total liabilities 16,182 16,509 16,311
1 unchanged paragraph
Accumulated deficit ( 70 ) ( 204 )
Preferred stock, $ 0.01 par value, 750,000 shares authorized; no shares issued and outstanding as of June 28, September 27, 2026 and December 28, 2025
Common stock, $ 0.01 par value, 12,500,000 shares authorized; 1,940,628 1,941,266 and 1,920,241 1,920,880 shares issued and outstanding as of June 28, September 27, 2026, respectively; 1,936,502 and 1,916,115 shares issued and outstanding as of December 28, 2025, respectively
Additional paid-in capital 16,397 16,437 16,348
Treasury stock, 20,387 shares at cost as of June 28, September 27, 2026 and December 28, 2025 ( 439 ) ( 439 )
Accumulated deficit ( 447 ) ( 204 )
Accumulated other comprehensive loss ( 5,354 5,408 ) ( 4,959 )
5 unchanged paragraphs
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Net sales $ 3,955 $ 3,839 $ 7,864 $ 7,580
Cost of sales 1,654 1,578 3,261 3,151
Gross profit 2,301 2,261 4,603 4,429
Selling, general, and administrative expenses 1,537 1,504 2,990 3,041
Restructuring expenses 59 60 130 120
Operating income 699 692 1,466 1,250
Other expense, net 11 10 11 16
Interest expense, net 90 94 185 188
Income before taxes 598 588 1,270 1,046
Provision for taxes 142 168 340 304
Net income $ 456 $ 420 $ 930 $ 742
Fiscal Three Months Ended Fiscal Six Nine Months Ended
September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Net sales $ 3,886 $ 3,764 $ 11,750 $ 11,344
Cost of sales 1,572 1,538 4,833 4,689
Gross profit 2,314 2,226 6,917 6,655
Selling, general, and administrative expenses 1,569 1,512 4,559 4,553
Restructuring expenses 33 84 163 204
Other operating expense, net 6 5 17 18 1 23 19
Operating income 706 629 2,172 1,879
Other expense, net 8 10 19 26
Interest expense, net 89 93 274 281
Income before taxes 609 526 1,879 1,572
Provision for taxes 179 128 519 432
Net income $ 430 $ 398 $ 1,360 $ 1,140
1 unchanged paragraph
Basic $ 0.24 $ 0.22 $ 0.48 $ 0.39
Diluted $ 0.24 $ 0.22 $ 0.48 $ 0.39
Basic $ 0.22 $ 0.21 $ 0.71 $ 0.59
Diluted $ 0.22 $ 0.21 $ 0.71 $ 0.59
1 unchanged paragraph
Diluted 1,923 1,928 1,922 1,927
Basic 1,920 1,919 1,921 1,918 1,919 1,917
Diluted 1,926 1,923 1,923 1,925
3 unchanged paragraphs
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Net income $ 456 $ 420 $ 930 $ 742
Fiscal Three Months Ended Fiscal Six Nine Months Ended
September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Net income $ 430 $ 398 $ 1,360 $ 1,140
1 unchanged paragraph
Foreign currency translation ( 136 ) 613 ( 368 ) 1,065
Employee benefit plans 3 ( 5 ) 4 ( 8 )
Other comprehensive (loss) income ( 148 ) 627 ( 395 ) 1,074
Comprehensive income $ 308 $ 1,047 $ 535 $ 1,816
Foreign currency translation ( 55 ) ( 65 ) ( 423 ) 1,000
Employee benefit plans 1 7 5 ( 1 )
Derivatives and hedges ( 15 ) 19 ( 31 ) 17
Other comprehensive (loss) income ( 54 ) ( 58 ) ( 449 ) 1,016
Comprehensive income $ 376 $ 340 $ 911 $ 2,156
3 unchanged paragraphs
Fiscal Three Months Ended June 28, September 27, 2026
2 unchanged paragraphs
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and 72 more changes in the filing
Note 1: Description of the Company and Summary of Significant Accounting Policies 11 changes
5 unchanged paragraphs
On January 29, 2026, Company 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. The Pending Transaction remains subject to the satisfaction or waiver of other customary closing conditions. including the receipt of a number of foreign regulatory approvals.
6 unchanged paragraphs
On April 20, 2023, the Company entered into a long-term lease for a newly renovated global and North America corporate headquarters building and a newly constructed research and development building in Summit, New Jersey. In March 2025, the Company began operating out of the new global and North America corporate headquarters. The relocation to this new campus from multiple U.S.-based locations was is substantially complete. as of June 28, 2026.
1 unchanged paragraph
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
The Company is incurring certain non-recurring Separation-related costs in connection with the establishment of Kenvue as a standalone public company ( (the Separation-related costs ), which are included in Cost of sales and Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. 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.
Separation-related costs for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 consisted of:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
5 unchanged paragraphs
Research and development expenses are expensed as incurred and included in Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. Research and development expenses were $ 94 96 million and $ 91 94 million for the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, and $ 178 274 million and $ 190 284 million for the fiscal six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively.
1 unchanged paragraph
As of June 28, September 27, 2026 and December 28, 2025, the Company s Accounts payable balances included $ 384 388 million and $ 314 million, respectively, related to invoices from suppliers participating in the supplier finance program.
3 unchanged paragraphs
The Company had a net liability to J&J of $ 45 67 million and $ 44 million as of June 28, September 27, 2026 and December 28, 2025, respectively, in relation to the net economic benefit arrangements on the Condensed Consolidated Balance Sheets. The Company recognized Net income of $ 13 3 million and $ 14 4 million for the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, and $ 18 21 million and $ 22 26 million for the fiscal six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, in relation to the net economic benefit arrangements in the Condensed Consolidated Statements of Operations.
7 unchanged paragraphs
No other new accounting standards that were issued or became effective during the fiscal six nine months ended June 28, September 27, 2026 had, or are expected to have, a significant impact on the Condensed Consolidated Financial Statements.
Note 2: Inventories 5 changes
As of June 28, September 27, 2026 and December 28, 2025, Inventories consisted of:
(Dollars in Millions) June 28, September 27, 2026 December 28, 2025
Raw materials and supplies $ 303 324 $ 275
Finished goods 1,349 1,412 1,288
Total inventories $ 1,722 1,815 $ 1,666
Note 3: Intangible Assets and Goodwill 16 changes
As of June 28, September 27, 2026 and December 28, 2025, the gross and net amounts of intangible assets were:
June 28, September 27, 2026 December 28, 2025
2 unchanged paragraphs
Patents and trademarks $ 4,284 4,292 $ ( 2,083 2,130 ) $ 2,201 2,162 $ 4,406 $ ( 2,054 ) $ 2,352
Customer relationships 1,995 1,993 ( 1,169 1,183 ) 826 810 2,049 ( 1,178 ) 871
Other intangibles 1,323 ( 776 786 ) 547 537 1,329 ( 760 ) 569
Total definite-lived intangible assets $ 7,602 7,608 $ ( 4,028 4,099 ) $ 3,574 3,509 $ 7,784 $ ( 3,992 ) $ 3,792
1 unchanged paragraph
Trademarks $ 4,771 4,759 $ $ 4,771 4,759 $ 4,840 $ $ 4,840
Total intangible assets, net $ 12,434 12,429 $ ( 4,028 4,099 ) $ 8,406 8,330 $ 12,686 $ ( 3,992 ) $ 8,694
Gross carrying amount changes for the fiscal six nine months ended June 28, September 27, 2026 were driven by the impact of currency translations.
No intangible asset impairments were recognized for either of the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025.
Amortization expense for the Company s amortizable assets, which is included in Cost of sales, was $ 64 million and $ 66 million for each of the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, and $ 129 million respectively, and $ 127 193 million for each of the fiscal six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025. respectively.
The following table summarizes the changes in the carrying amount of goodwill by reportable business segment during the fiscal six nine months ended June 28, September 27, 2026:
3 unchanged paragraphs
Currency translation ( 168 ) ( 51 ) ( 25 ) ( 244 )
June 28, 2026 $ 5,394 $ 2,212 $ 1,659 $ 9,265
Currency translation ( 200 ) ( 35 ) ( 23 ) ( 258 )
September 27, 2026 $ 5,362 $ 2,228 $ 1,661 $ 9,251
5 unchanged paragraphs
Note 4: Borrowings 16 changes
The components of the Company s debt as of June 28, September 27, 2026 and December 28, 2025 were as follows:
(Dollars in Millions) June 28, September 27, 2026 December 28, 2025
8 unchanged paragraphs
Discounts and debt issuance costs ( 60 58 ) ( 63 )
1 unchanged paragraph
Total long-term debt 7,074 7,085 7,071
1 unchanged paragraph
Commercial paper 1,405 1,120 700
1 unchanged paragraph
Total loans and notes payable 1,406 1,121 1,453
Total debt $ 8,480 8,206 $ 8,524
3 unchanged paragraphs
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Interest expense $ 103 $ 107 $ 209 $ 214
Total interest expense, net $ 90 $ 94 $ 185 $ 188
The amount included in Interest expense, net in the Condensed Consolidated Statements of Operations for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 consisted of the following:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Interest expense $ 104 $ 107 $ 313 $ 321
Total interest expense, net $ 89 $ 93 $ 274 $ 281
The Company s debt was recorded at the carrying amount. The estimated fair value of the Company s Senior Notes was $ 6.8 6.5 billion and $ 7.6 billion as of June 28, September 27, 2026 and December 28, 2025, respectively. Fair value was estimated based upon quoted market prices in active markets, which would be considered Level 2 in the fair value hierarchy. The carrying value of the commercial paper notes approximated the fair value as of June 28, September 27, 2026 and December 28, 2025 due to the nature and short-term duration of the instrument.
Note 5: Accrued and Other Liabilities 10 changes
Accrued expenses $ 485 $ 428
As of June 28, September 27, 2026 and December 28, 2025, Accrued liabilities and Other liabilities, respectively, consisted of:
(Dollars in Millions) June 28, September 27, 2026 December 28, 2025
Accrued expenses $ 480 $ 428
Accrued compensation and benefits 314 391 343
2 unchanged paragraphs
Dividends payable 404
2 unchanged paragraphs
(Dollars in Millions) June 28, September 27, 2026 December 28, 2025
Accrued income taxes $ 245 246 $ 219
Operating lease liabilities 92 94 107
2 unchanged paragraphs
Total other liabilities $ 572 570 $ 601
1 unchanged paragraph
Note 6: Accumulated Other Comprehensive Loss 36 changes
The following tables summarize the changes in the accumulated balances for each component of Accumulated other comprehensive loss during the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025:
2 unchanged paragraphs
Gain (Loss) Gain on Derivatives and Hedges (1)
1 unchanged paragraph
March 29, 2026 $ ( 5,094 ) $ ( 124 ) $ 12 $ ( 5,206 )
Other comprehensive (loss) income before reclassifications ( 136 ) 1 ( 15 ) ( 150 )
Amounts reclassified to the Condensed Consolidated Statement of Operations
Net current period Other comprehensive (loss) income ( 136 ) 3 ( 15 ) ( 148 )
1 unchanged paragraph
March 30, 2025 $ ( 5,588 ) $ ( 133 ) $ 22 $ ( 5,699 )
Other comprehensive income (loss) before reclassifications 613 ( 6 ) 37 644
Other comprehensive (loss) income before reclassifications ( 55 ) ( 10 ) ( 65 )
1 unchanged paragraph
Net current period Other comprehensive income (loss) 613 ( 5 ) 19 627
Net current period Other comprehensive (loss) income ( 55 ) 1 ( 54 )
September 27, 2026 $ ( 5,285 ) $ ( 120 ) $ ( 3 ) $ ( 5,408 )
1 unchanged paragraph
Other comprehensive (loss) income before reclassifications ( 65 ) 9 ( 56 )
Amounts reclassified to the Condensed Consolidated Statement of Operations
Net current period Other comprehensive (loss) income ( 65 ) 7 ( 58 )
September 28, 2025 $ ( 5,040 ) $ ( 131 ) $ 41 $ ( 5,130 )
(1) For each of the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, the Company recorded a total after-tax change in Accumulated other comprehensive loss of $ 15 ) million and $ 19 0 million respectively, related to its cash flow hedge portfolio.
5 unchanged paragraphs
Other comprehensive (loss) income before reclassifications ( 368 423 ) 2 ( 25 35 ) ( 391 456 )
1 unchanged paragraph
June 28, 2026 $ ( 5,230 ) $ ( 121 ) $ ( 3 ) $ ( 5,354 )
Net current period Other comprehensive (loss) income ( 368 423 ) 4 5 ( 31 ) ( 395 449 )
September 27, 2026 $ ( 5,285 ) $ ( 120 ) $ ( 3 ) $ ( 5,408 )
1 unchanged paragraph
Other comprehensive income (loss) before reclassifications 1,065 1,000 ( 10 ) 32 1,087 41 1,031
1 unchanged paragraph
June 29, 2025 $ ( 4,975 ) $ ( 138 ) $ 41 $ ( 5,072 )
Net current period Other comprehensive income (loss) 1,065 1,000 ( 8 1 ) 17 1,074 1,016
September 28, 2025 $ ( 5,040 ) $ ( 131 ) $ 41 $ ( 5,130 )
(1) For the fiscal six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025, the Company recorded a total after-tax change in Accumulated other comprehensive loss of $( 31 ) million and $ 17 million, respectively, related to its cash flow hedge portfolio.
1 unchanged paragraph
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Gain (loss) on derivatives and hedges ( 3 ) 7 ( 6 ) 6
The provision (benefit) for taxes allocated to the components of Accumulated other comprehensive loss before reclassification for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 was as follows:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Foreign currency translation $ 5 $ ( 14 1 ) $ 15 8 $ 14 $ ( 23 15 )
Employee benefit plans 1 ( 4 ) 1 ( 4 3 )
(Loss) gain on derivatives and hedges ( 2 ) 2 ( 8 ) 8
Total provision (benefit) provision for taxes recognized in Accumulated other comprehensive loss $ ( 3 $ ) $ 11 ) $ 10 7 $ ( 21 10 )
The provision (benefit) for taxes allocated to the reclassifications from Accumulated other comprehensive loss to the Condensed Consolidated Statements of Operations was not significant for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025.
Note 7: Stock-Based Compensation 5 changes
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
The classification of stock-based compensation expense for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 was as follows:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
2 unchanged paragraphs
Grant activity for the fiscal six nine months ended June 28, September 27, 2026 primarily relates to restricted stock units awarded as part of the annual grant of stock-based awards under the 2023 Long-Term Incentive Plan (the Kenvue 2023 Plan ) that occurred during the fiscal three months ended March 29, 2026.
Note 8: Relationship with J&J 5 changes
On August 23, 2023, Kenvue became a fully independent company upon the completion of an exchange offer (the Exchange Offer ) through which certain J&J shareholders exchanged shares of J&J common stock for shares of Kenvue common stock owned by J&J. The Company continues to have material agreements with J&J see the Transactions with J&J, Including the Separation Agreement section within this footnote for additional details of these material agreements that govern the Company s relationship with J&J.
6 unchanged paragraphs
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
(Dollars in Millions) June 28, September 27, 2026 December 28, 2025
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
3 unchanged paragraphs
Note 9: Other Operating Expense, Net and Other Expense, Net 16 changes
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Royalty income $ ( 7 ) $ ( 14 ) $ ( 12 ) $ ( 18 )
Other operating expense, net for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 consisted of:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Royalty income $ ( 8 ) $ ( 8 ) $ ( 20 ) $ ( 26 )
1 unchanged paragraph
Total other operating expense, net $ 6 $ 5 1 $ 17 23 $ 18 19
2 unchanged paragraphs
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Currency losses on transactions $ 12 $ 11 $ 12 $ 17
Total other expense, net $ 11 $ 10 $ 11 $ 16
Other expense, net for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 consisted of:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Currency losses on transactions $ 8 $ 20 $ 20 $ 37
Total other expense, net $ 8 $ 10 $ 19 $ 26
(1) Other consists primarily of net periodic benefit costs other than service cost components and miscellaneous non-operating (income) expenses. Other also includes the receipt of a government subsidy for the fiscal three and nine months ended September 28, 2025.
Note 10: Income Taxes 3 changes
1 unchanged paragraph
The worldwide effective income tax rates were 23.7 29.4 % and 28.6 24.3 % for the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, and 26.8 27.6 % and 29.1 27.5 % for the fiscal six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively. The decrease increase in the effective tax rate for the fiscal three months ended June 28, September 27, 2026 as compared to the fiscal three months ended June 29, September 28, 2025 was primarily the result of the release of a valuation allowance reduction in the fiscal three months ended June 28, 2026 as well as favorable U.S. return-to-provision adjustments and changes to the jurisdictional mix of income. and 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 decrease 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. The increase in the effective tax rate for the fiscal six nine months ended June 28, September 27, 2026 as compared to the fiscal six nine months ended June 29, September 28, 2025 was primarily the result of the quarter-to-date effective tax rate impacts discussed above, partially offset by a shortfall on stock-based compensation recorded during the fiscal six months ended June 28, 2026 as compared to release of a windfall on stock-based compensation recorded during valuation allowance in the fiscal six nine months ended June 29, 2025. September 27, 2026.
As of June 28, September 27, 2026, the Company had approximately $ 232 238 million of liabilities from unrecognized tax benefits. The Company conducts business and files tax returns in numerous countries. With respect to the United States, per the Tax Matters Agreement between J&J and the Company, J&J remains liable for all liabilities related to the final settlement of any U.S. federal income tax audits in which the Company was part of J&J s federal consolidated tax return. In other major jurisdictions where the Company conducts business, the years that are under tax audit or remain open to tax audits range from 2015 and forward.
The Company has included the impact of enacted legislation related to the Organization for Economic Co-operation and Development s (the OECD ) Pillar Two Inclusive Framework ( Pillar Two ) in its provision for taxes beginning in fiscal year 2024. While the impact of currently enacted laws for Pillar Two is not significant, it is possible that further administrative guidance from the OECD or new legislation in countries where the Company operates could have a material effect on the Company s provision for taxes in the future. 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 top-up taxes. The SbS package also extends the current Transitional Country-by-Country Reporting Safe Harbor 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. Neither the SbS package nor the additional May 2026 OECD guidance is expected to have a material impact on the Company s effective tax rate. The Company will continue to monitor any additional changes to Pillar Two .
Note 11: Net Income Per Share 18 changes
The Company had 1,940,627,824 1,941,266,410 shares of common stock issued and 1,920,241,102 1,920,879,688 shares of common stock outstanding as of June 28, September 27, 2026.
Diluted net income per share is computed by giving effect to all potentially dilutive equity instruments or equity awards that are outstanding during the period. The following table summarizes the shares held by the Company that were determined to be anti-dilutive under the treasury stock method and therefore excluded from the diluted net income per share calculation during the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
1 unchanged paragraph
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Anti-dilutive shares (1)
September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025 (1) For each of the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025, the majority of anti-dilutive shares related to stock options.
Net income per share for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 was calculated as follows:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
1 unchanged paragraph
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Net income $ 456 $ 420 $ 930 $ 742
September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Net income $ 430 $ 398 $ 1,360 $ 1,140
Basic weighted-average number of shares outstanding 1,920 1,919 1,921 1,918 1,919 1,917
1 unchanged paragraph
Diluted weighted-average number of shares outstanding 1,926 1,923 1,928 1,922 1,927 1,923 1,925
1 unchanged paragraph
Basic $ 0.24 $ 0.22 $ 0.48 $ 0.39
Diluted $ 0.24 $ 0.22 $ 0.48 $ 0.39
Basic $ 0.22 $ 0.21 $ 0.71 $ 0.59
Diluted $ 0.22 $ 0.21 $ 0.71 $ 0.59
Note 12: Fair Value Measurements 46 changes
5 unchanged paragraphs
The following fair value hierarchy table presents the components and classification of the Company s financial assets and liabilities measured at fair value on a recurring basis as of June 28, September 27, 2026 and December 28, 2025:
June 28, September 27, 2026 December 28, 2025
1 unchanged paragraph
Total assets $ 115 $ $ 115 $ $ 93 $ $ 93 $
Total liabilities $ ( 135 ) $ $ ( 135 ) $ $ ( 174 ) $ $ ( 174 ) $
Forward foreign exchange contracts $ 67 50 $ $ 67 50 $ $ 73 $ $ 73 $
Cross currency swap contracts 48 48 36 36 20 20
Total assets $ 86 $ $ 86 $ $ 93 $ $ 93 $
Forward foreign exchange contracts $ ( 98 86 ) $ $ ( 98 86 ) $ $ ( 63 ) $ $ ( 63 ) $
Cross currency swap contracts ( 37 41 ) ( 37 41 ) ( 111 ) ( 111 )
Total liabilities $ ( 127 ) $ $ ( 127 ) $ $ ( 174 ) $ $ ( 174 ) $
Net amount presented in Prepaid expenses and other receivables: $ 25 11 $ $ 25 11 $ $ 22 $ $ 22 $
Net amount presented in Accounts payable: $ ( 47 46 ) $ $ ( 47 46 ) $ $ ( 59 ) $ $ ( 59 ) $
Net amount presented in Other assets: $ 17 8 $ $ 17 8 $ $ $ $ $
Net amount presented in Other liabilities: $ ( 15 14 ) $ $ ( 15 14 ) $ $ ( 44 ) $ $ ( 44 ) $
As of June 28, September 27, 2026 and December 28, 2025, cash equivalents were $ 147 130 million and $ 79 million, respectively, which were primarily composed of time deposits and money market funds.
The carrying amount of Cash and cash equivalents, Trade receivables, Prepaid expenses and other receivables, and Loans and notes payable approximated fair value as of June 28, September 27, 2026 and December 28, 2025. The fair value of forward foreign exchange contracts is the aggregation by currency of all future cash flows discounted to its present value at the prevailing market interest rates and subsequently converted to the U.S. dollar at the current spot foreign exchange rate. The cross currency swap contracts are each recorded at fair value derived from observable market data, including foreign exchange rates and yield curves.
There were no transfers between Level 1, Level 2, or Level 3 during the fiscal three and six nine months ended June 28, September 27, 2026 and the fiscal twelve months ended December 28, 2025.
The following table sets forth the notional amounts of the Company s outstanding derivative instruments as of June 28, September 27, 2026 and December 28, 2025:
June 28, September 27, 2026 December 28, 2025
1 unchanged paragraph
Fair value hedges $ 299 342 $ $ 299 342 $ 296 $ $ 296
1 unchanged paragraph
Undesignated hedging instruments $ 639 550 $ $ 639 550 $ 502 $ $ 502
For the fiscal three and six nine months ended June 28, September 27, 2026, the Company recorded a total after-tax change in Accumulated other comprehensive loss of $ 15 ) 0 million and $( 31 ) million, respectively, related to its cash flow hedge portfolio. For the fiscal three and six nine months ended June 29, September 28, 2025, the Company recorded a total after-tax change in Accumulated other comprehensive loss of $ 19 0 million and $ 17 million, respectively, related to its cash flow hedge portfolio.
4 unchanged paragraphs
The following table summarizes the gains and losses recognized on forward foreign exchange contracts designated as cash flow hedges within Other comprehensive (loss) income and the gains and losses reclassified into earnings for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
1 unchanged paragraph
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025 (Loss) gain recognized in Other comprehensive (loss) income $ ( 18 12 ) $ 37 11 $ ( 31 43 ) $ 31 42 (Loss) gain reclassified from Other comprehensive (loss) income into earnings $ ( 1 13 ) $ 17 10 $ 6 ( 7 ) $ 13 23
The following tables summarize the gains and losses reclassified from Other comprehensive (loss) income into earnings related to the forward foreign exchange contracts designated as cash flow hedges for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025:
1 unchanged paragraph
June 28, 2026 June 29, 2025
September 27, 2026 September 28, 2025
1 unchanged paragraph
Gain (loss) reclassified from Other comprehensive (loss) income into earnings $ $ ( 1 12 ) $ ( 1 ) $ 1 $ 13 $ ( 4 (Dollars in Millions) Net Sales )
Fiscal Nine Months Ended
September 27, 2026 September 28, 2025
(Dollars in Millions) Net Sales
Gain (loss) reclassified from Other comprehensive (loss) income into earnings $ $ ( 12 ) $ 6 5 $ 1 $ 2 15 $ 11 7
5 unchanged paragraphs
The following table summarizes the gains and losses recognized within Other comprehensive (loss) income related to the cross currency swap contracts designated as net investment hedges for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
1 unchanged paragraph
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Gain (loss) recognized in CTA within Other comprehensive (loss) income $ 24 $ ( 123 ) $ 60 $ ( 179 )
September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025 (Loss) gain recognized in CTA within Other comprehensive (loss) income $ ( 11 ) $ 12 $ 49 $ ( 167 )
Other than amounts excluded from effectiveness testing, the Company did not reclassify any gains or losses from CTA within Other comprehensive (loss) income to earnings during the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 related to the cross currency swap contracts designated as net investment hedges.
2 unchanged paragraphs
The Company enters into forward foreign exchange contracts to offset the foreign currency exposure related to the monetary assets and liabilities in non-functional currencies. These contracts are not designated as cash flow hedging relationships, and the net allocated gains and losses related to these contracts are recognized within Other expense, net in the Condensed Consolidated Statements of Operations. As of June 28, September 27, 2026 and December 28, 2025, the Company held forward foreign exchange contracts that were not designated in cash flow hedging relationships with a fair value of $ 2 million and $ 0 million, respectively.
The following table summarizes the gains and losses recognized within Other expense, net related to the undesignated forward foreign exchange contracts for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
1 unchanged paragraph
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Gain recognized in Other expense, net $ 3 $ 1 $ 2 5 $ 1
4 unchanged paragraphs
Note 13: Commitments and Contingencies 3 changes
1 unchanged paragraph
The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of June 28, September 27, 2026, the Company has determined that the liabilities associated with certain litigation matters are probable and can be reasonably estimated. The Company has accordingly accrued for those contingent liabilities and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments. Accrued liabilities related to litigation matters are included in Accrued liabilities and Other liabilities on the Condensed Consolidated Balance Sheets. For these and other litigation and regulatory matters discussed below for which a loss is probable or reasonably possible, the Company is unable to estimate the possible loss or range of loss beyond the amounts accrued. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; significant facts are in dispute; procedural or jurisdictional issues exist; the number of potential claims is certain or predictable; comprehensive multi-party settlements are achievable; there are complex related cross-claims and counterclaims; and/or there are numerous parties involved.
2 unchanged paragraphs
Claims for personal injury have been made against the Company s subsidiary Johnson & Johnson Consumer Inc., now known as Kenvue Brands LLC ( JJCI ), along with other third-party sellers of acetaminophen-containing products, in federal court alleging that in utero exposure to acetaminophen (the active ingredient in Tylenol , an over-the-counter ( OTC ) pain medication) is associated with the development of autism spectrum disorder and/or attention-deficit/hyperactivity disorder in children. In October 2022, lawsuits filed in federal courts in the United States were organized as a multi-district litigation in the U.S. District Court for the Southern District of New York. In February 2024, the court entered final judgment in favor of JJCI and the other sellers of acetaminophen-containing products and dismissed the majority of cases then pending in the multi-district litigation. A Notice of Appeal was filed for those cases in March 2024. In August 2024, all remaining cases then pending in the multi-district litigation were dismissed. As of December 2024, all cases were on appeal. In July 2026, the Second Circuit Court of Appeals vacated the District Court s judgment and remanded for further proceedings, affirming in part and reversing in part the District Court s rulings. Product liability lawsuits and related citizens petitions continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. In addition, lawsuits have been filed in state court against JJCI, the Company, and J&J. Lawsuits have also been filed in Canada against the Company s subsidiary Johnson & Johnson Inc. (Canadian affiliate), now known as Kenvue Canada Inc. ( JJI ), and J&J. At this stage in these proceedings, the Company is unable to reasonably estimate either the likelihood or the magnitude of its potential liability arising out of these claims and lawsuits.
6 unchanged paragraphs
Beginning in 2019, multiple putative class actions naming J&J and/or JJI were filed in Canada with similar allegations regarding Zantac or ranitidine use. JJI is named in one of the two outstanding putative class actions. The outstanding putative class action naming JJI has been stayed in the Quebec Superior Court. The Ontario Superior Court of Justice action, which named J&J and JJI and was previously pending, was discontinued by court order in May 2025. JJI was also named as a defendant, along with other manufacturers, in various personal injury actions in Canada related to Zantac products. JJI has provided Sanofi notice reserving rights to claim indemnification pursuant to the 2016 Purchase Agreement related to the class actions and personal injury actions. At this stage in these proceedings, the Company is unable to reasonably estimate either the likelihood or the magnitude of its potential liability arising out of these claims and lawsuits.
8 unchanged paragraphs
Note 14: Segments of Business 55 changes
10 unchanged paragraphs
Product Categories June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Pain Care 11 12 12 12
The Company s product categories as a percentage of Net sales for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 were as follows:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
Product Categories September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Cough, Cold, and Allergy 12 13 % 12 13 % 14 13 % 14 %
Pain Care 14 13 13 13
Other Self Care 17 17 15 16 16 15
Face and Body Care 18 18 18 19 20 18 19
Hair, Sun, and Other 10 9 10 8 8 9 8
Oral Care 10 11 10 10 11
Other Essential Health 12 12 11 11 11 11
2 unchanged paragraphs
Segment net sales and Segment adjusted operating income for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 were as follows:
1 unchanged paragraph
June 28, 2026 June 29, 2025
September 27, 2026 September 28, 2025
1 unchanged paragraph
Net sales $ 1,589 $ 1,113 $ 1,253 $ 3,955 $ 1,555 $ 1,059 $ 1,225 $ 3,839
Net sales $ 1,656 $ 1,039 $ 1,191 $ 3,886 $ 1,564 $ 1,038 $ 1,162 $ 3,764
2 unchanged paragraphs
Segment adjusted operating income $ 512 $ 186 $ 315 $ 1,013 $ 527 $ 149 $ 351 $ 1,027
Segment adjusted operating income $ 537 $ 149 $ 315 $ 1,001 $ 520 $ 137 $ 307 $ 964
6 unchanged paragraphs
Operating income $ 699 $ 692
Fiscal Six Months Ended
June 28, 2026 June 29, 2025
Skillman sale-leaseback 2
Other operating expense, net 6 5 1
General corporate/unallocated expenses 70 90 71 82
Operating income $ 706 $ 629
Other expense, net 11 8 10
Interest expense, net 90 94 89 93
Income before taxes $ 598 609 $ 588 526
Fiscal Nine Months Ended
September 27, 2026 September 28, 2025
1 unchanged paragraph
Net sales $ 3,288 $ 2,172 $ 2,404 $ 7,864 $ 3,222 $ 2,036 $ 2,322 $ 7,580
Net sales $ 4,944 $ 3,211 $ 3,595 $ 11,750 $ 4,786 $ 3,074 $ 3,484 $ 11,344
2 unchanged paragraphs
Segment adjusted operating income $ 1,137 $ 354 $ 614 $ 2,105 $ 1,093 $ 241 $ 590 $ 1,924
Segment adjusted operating income $ 1,674 $ 503 $ 929 $ 3,106 $ 1,613 $ 378 $ 897 $ 2,888
6 unchanged paragraphs
Operating income $ 1,466 $ 1,250
Skillman sale-leaseback 6
Other operating expense, net 17 18 23 19
General corporate/unallocated expenses 139 169 210 251
Operating income $ 2,172 $ 1,879
Other expense, net 11 16 19 26
Interest expense, net 185 188 274 281
Income before taxes $ 1,270 1,879 $ 1,046 1,572
5 unchanged paragraphs
(6) Restructuring expenses and operating model optimization initiatives relate to the 2026 Restructuring Initiative for the fiscal three and six nine months ended June 28, September 27, 2026 and the 2024 Multi-Year Restructuring Initiative for the fiscal three and six nine months ended June 29, September 28, 2025. See Note 15, Restructuring Expenses and Operating Model Optimization Initiatives, 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 and six nine months ended June 28, 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 and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 relating to employee services provided prior to the Separation.
3 unchanged paragraphs
(Dollars in Millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
Self Care $ 52 $ 53 $ 105 $ 102
Skin Health and Beauty 32 33 62 62
Essential Health 59 56 119 114
Depreciation and amortization by reportable business segment for the fiscal three and six nine months ended June 28, September 27, 2026 and June 29, September 28, 2025 were as follows:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 28, 2025 September 27, 2026 September 28, 2025
Self Care $ 51 $ 52 $ 156 $ 154
Skin Health and Beauty 30 32 92 94
Essential Health 60 57 179 171
2 unchanged paragraphs
Note 15: Restructuring Expenses and Operating Model Optimization Initiatives 30 changes
3 unchanged paragraphs
The following table summarizes the classification of pre-tax restructuring expenses and other charges incurred related to the 2024 Multi-Year Restructuring Initiative during the fiscal three and six nine months ended June 29, September 28, 2025:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
1 unchanged paragraph
June 29, 2025 June 29, 2025
Restructuring expenses $ 60 $ 120
September 28, 2025 September 28, 2025
Restructuring expenses $ 84 $ 204
Selling, general, and administrative expenses 2 3 5 8
Total pre-tax restructuring expenses and other charges $ 68 97 $ 135 232
1 unchanged paragraph
$ 250 million in fiscal year 2026, consisting of information technology and project-related costs (approximately 59 %), employee-related costs (approximately 35 %), and other implementation costs (approximately 6 %). These charges are expected to be funded primarily through cash flows generated from operations.
(Dollars in Millions) June 28, 2026 June 28, 2026
Restructuring expenses $ 59 $ 130
(Dollars in Millions) June 28, 2026 June 28, 2026
On February 17, 2026, the Company s Board approved an initiative (the 2026 Restructuring Initiative ) that aims to optimize its operating model, transform its 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, consisting of information technology and project-related costs (approximately 59 %), employee-related costs (approximately 35 %), and other implementation costs (approximately 6 %). These charges are expected to be funded primarily through cash flows generated from operations.
The following table summarizes the classification of pre-tax restructuring expenses and other charges incurred related to the 2026 Restructuring Initiative during the fiscal three and six nine months ended June 28, September 27, 2026:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 27, 2026
Restructuring expenses $ 33 $ 163
Selling, general, and administrative expenses 1 3 2 5
Total pre-tax restructuring expenses and other charges $ 69 41 $ 147 188
The following table summarizes the pre-tax restructuring expenses and other charges incurred by cost type related to the 2026 Restructuring Initiative during the fiscal three and six nine months ended June 28, September 27, 2026, which also represents inception-to-date through June 28, September 27, 2026:
Fiscal Three Months Ended Fiscal Six Nine Months Ended
(Dollars in Millions) September 27, 2026 September 27, 2026
5 unchanged paragraphs
The following table summarizes the activity related to accrued restructuring expenses and other charges for the 2026 Restructuring Initiative during the fiscal six nine months ended June 28, September 27, 2026:
3 unchanged paragraphs
Charges to earnings 77 70 147
Cash payments ( 43 ) ( 43 ) ( 86 )
June 28, 2026 $ 34 $ 25 $ 59
Charges to earnings 87 101 188
Cash payments ( 65 ) ( 59 ) ( 124 )
Non-cash charges ( 2 4 ) ( 2 4 )
September 27, 2026 $ 22 $ 38 $ 60
2 unchanged paragraphs
MD&A 220 changes
1 unchanged paragraph
This discussion should be read in conjunction with our accompanying Condensed Consolidated Financial Statements for the fiscal three and six nine months ended June 28, 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.
12 unchanged paragraphs
The Merger Agreement contains customary representations, warranties, covenants, and termination rights. The Pending Transaction is expected to close in the fourth quarter of 2026 and is conditioned on the satisfaction or waiver of other customary closing conditions. including the receipt of a number of foreign regulatory approvals. 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.
1 unchanged paragraph
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.
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.
5 unchanged paragraphs
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 potential 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.
4 unchanged paragraphs
Fiscal Three Months Ended June 28, September 27, 2026 Compared with Fiscal Three Months Ended June 29, September 28, 2025
Our results for the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025 were as follows:
1 unchanged paragraph
June 28, 2026 June 29, 2025 Change 2025 to 2026
September 27, 2026 September 28, 2025 Change 2025 to 2026
1 unchanged paragraph
Net sales $ 3,955 $ 3,839 $ 116 3.0 %
Cost of sales 1,654 1,578 76 4.8
Gross profit 2,301 2,261 40 1.8
Selling, general, and administrative expenses 1,537 1,504 33 2.2
Restructuring expenses 59 60 (1) (1.7)
Operating income 699 692 7 1.0
Other expense, net 11 10 1 10.0
Income before taxes 598 588 10 1.7
Provision for taxes 142 168 (26) (15.5)
Net income $ 456 $ 420 $ 36 8.6 %
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 5 1 20.0 5 *
Operating income 706 629 77 12.2
Other expense, net 8 10 (2) (20.0)
Interest expense, net 90 94 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 %
1 unchanged paragraph
Fiscal Three Months Ended June 28, 2026 vs. June 29, 2025 (1)
Net sales were $4.0 $3.9 billion and $3.8 billion for the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, an increase of $116 $122 million, or 3.0%. 3.2%. Excluding the impact of favorable changes in foreign currency exchange rates of 1.4%, 0.3%, Organic sales (a non-GAAP financial measure as defined in Segment Results Organic Sales Change below) increased 1.6% 2.9% driven by both volume-related increases of 1.6% and favorable value realization (defined as price, including mix) of 0.9% and 1.3%. Volume-related increases of 0.7%. 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 Latin America, Europe, Middle East, and Africa ( EMEA ), and Asia Pacific. Volume-related increases were driven by the impact of product innovation as well as prior fiscal year carry-over pricing actions in North America and strong e-commerce performance across all three reportable business segments. 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 June 28, September 27, 2026 as compared to the fiscal three months ended June 29, September 28, 2025:
Fiscal Three Months Ended September 27, 2026 vs. September 28, 2025 (1)
2 unchanged paragraphs
Total 3.0 % 1.4 % 1.6 % 0.9 % 0.7 %
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 June 28, September 27, 2026 or June 29, September 28, 2025.
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Cost of sales were $1.7 was $1.6 billion and $1.6 $1.5 billion for the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, an increase of $76 $34 million, or 4.8%. 2.2%. Gross profit margin declined 70 expanded 40 basis points to 58.2% 59.5% for the fiscal three months ended June 28, September 27, 2026 as compared to 58.9% 59.1% for the fiscal three months ended June 29, 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 tariffs imposed on goods imported into the United States, conflict in the Middle East and unfavorable changes in transactional foreign currency exchange rates. partially offset by benefits associated with our supply chain optimization initiatives. 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.
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Selling, general, and administrative expenses were $1.6 billion and $1.5 billion for each of the fiscal three months ended June 28, September 27, 2026 and June 29, 2025. For the fiscal three months ended June September 28, 2026, Selling, general, and administrative expenses increased $33 2025, respectively, an increase of $57 million, or 2.2% as compared to the fiscal three months ended June 29, 2025. 3.8%. The increase in Selling, general, and administrative expenses was primarily attributable to higher expenses related to brand support, unfavorable changes in translational foreign currency exchange rates, and Pending Transaction and other related costs incurred in the fiscal three months ended June 28, 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 a $16 an $11 million decrease in Separation-related costs. Selling, general, and administrative expenses as a percentage of Net sales decreased 30 increased 20 basis points to 38.9% 40.4% for the fiscal three months ended June 28, September 27, 2026, as compared to 39.2% 40.2% for the fiscal three months ended June 29, September 28, 2025.
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Restructuring expenses were $59 $33 million and $60 $84 million for the fiscal three months ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, a decrease of $1 $51 million. Restructuring expenses for the fiscal three months ended June 28, September 27, 2026 related to costs incurred under the 2026 Restructuring Initiative, and restructuring expenses for the fiscal three months ended June 29, 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.
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and 178 more changes in the filing
Other information 1 change
and 1 more change in the filing
Controls and procedures 2 changes
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and 2 more changes in the filing
Unregistered sales of stock 7 changes
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and 7 more changes in the filing
Exhibits 6 changes
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and 6 more changes in the filing
Unchanged: Financial Statements (unaudited), Notes to the financial statements, Market risk, Legal proceedings, Risk factors
Compared by code from the two filings' text and XBRL. Not advice.
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