10-K 0001944048-26-000030 (2026-02-20) vs 10-K 0001944048-25-000033 (2025-02-24)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 28,567 |
21.0% |
| MD&A | Item 7 | 12,830 |
29.5% |
| Legal Proceedings | Item 3, via Note 17 – Commitments and Contingencies | 2,853 |
22.3% |
| Accounting Policies | Item 8, Note 1 – Description of the Company and Summary of Significant Accounting Policies | 9,165 |
21.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Accounting Policies 236 words changed in this paragraph; it is 31% similar to last year's version.
In November 2023, 2025, the Financial Accounting Standards Board (the “FASB”) FASB issued ASU 2023-07—Segment Reporting 2025-09—Derivatives and Hedging (Topic 280): 815): Hedge Accounting Improvements (“ASU 2025-09”). The amendments included in the five issues addressed in ASU 2025-09 are intended to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 scopes in entities more closely align hedge accounting with a single reportable segment the economics of an entity’s risk management activities and requires those entities to provide all disclosures required in Topic 280. Among other various new disclosures, ASU 2023-07 additionally requires that current annual disclosures about a reportable segment’s profit or loss and assets also be provided in interim periods. Enhanced reporting requirements for all entities include disclosure simplify the application of 1) significant segment expenses, 2) the title and position of the chief operating decision maker (the “CODM”), and 3) how the CODM uses disclosed measure(s) of a segment’s profit or loss in assessing segment performance and allocating resources. certain existing hedge accounting guidance. This guidance is effective for all public business entities for fiscal years beginning after December 15, 2023 2026, and for interim periods within those fiscal years beginning after December 15, 2024. years. Companies are required to apply the amendments retrospectively prospectively and may elect to all prior periods presented in adopt the financial statements, and early amendments for hedging relationships that exist as of the date of adoption. Early adoption is permitted. The adoption in Company is currently evaluating this guidance and the fiscal three months ended December 29, 2024 has resulted in additional disclosures, including the disclosure of significant segment expenses, within Note 18, “Segments of Business impact on its financial statements and Geographic Areas.” There was no effect on the Company’s financial position, results of operations, or cash flows. related disclosures.
Source: Item 8, Note 1 – Description of the Company and Summary of Significant Accounting Policies, 10-K 0001944048-26-000030 vs Item 8, Note 1 – Description of the Company and Summary of Significant Accounting Policies, 10-K 0001944048-25-000033
MD&A 206 words changed in this paragraph; it is 55% similar to last year's version.
As part of our continued transformation to a fit-for-purpose consumer company, during the fiscal year 2024, we began Our Vue Forward to enhance organizational efficiencies and better position Kenvue for future growth. To further Our Vue Forward, on May 6, 2024, our Board approved the 2024 Multi-Year Restructuring Initiative to build on our strengths, improve our underlying information technology infrastructure, and optimize our cost structure by rebalancing resources to better position us for future growth. The 2024 Multi-Year Restructuring Initiative is expected to result in pre-tax restructuring expenses and other charges totaling approximately $550 million. We planned to incur approximately $275 million in pre-tax restructuring expenses and other charges in each of fiscal year 2024 and fiscal year 2025. We incurred lower than expected spend in fiscal year 2024 due to the shift in timing of certain information technology and project-related costs to fiscal year 2025 and lower than expected employee-related costs relating to severance spend due to employee redeployment and voluntary exits. Over the life of the initiative, a majority of the pre-tax expenses and other charges are expected to be paid in cash. These charges are expected to be funded primarily through cash flows generated from operations. We began to realize savings resulting from the 2024 Multi-Year Restructuring Initiative in fiscal year 2024, and we expect to realize the full extent of annualized pre-tax gross cost savings of approximately $350 million beginning in fiscal year 2026. We expect to reinvest all or a portion of the benefits associated with the 2024 Multi-Year Restructuring Initiative in future growth opportunities, including immediate reinvestment behind advertising, product promotion, and healthcare professional engagement. 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 19, “Restructuring Expenses and Operating Model Optimization Initiatives,” to the Consolidated Financial Statements included herein for further information. 2025.
Source: Item 7, 10-K 0001944048-26-000030 vs Item 7, 10-K 0001944048-25-000033
Legal Proceedings 193 words changed in this paragraph; it is 38% similar to last year's version.
In 2006, J&J acquired Pfizer’s OTC business including the U.S. rights to OTC Zantac, which were on-sold to Boehringer Ingelheim (“BI”) as a condition to merger control approval such that BI assumed product liability risk for U.S. sales from and after December 2006. J&J received indemnification from BI and gave Pfizer indemnification in connection with the transfer of the Zantac business to BI from Pfizer, through J&J. In November 2019, J&J received a demand for indemnification from Pfizer, pursuant to the 2006 Stock and Asset Purchase Agreement between J&J and Pfizer. In January 2020, J&J received a demand for indemnification from BI, pursuant to the 2006 Asset Purchase Agreement among J&J, Pfizer, and BI. Pursuant to the agreements, Pfizer and BI have asserted indemnification claims against J&J ostensibly related to Zantac sales by Pfizer. In November 2022, J&J received a demand for indemnification from GlaxoSmithKline LLC, pursuant to the 2006 Stock and Asset Purchase Agreement between J&J and Pfizer, and certain 1993, 1998, and 2002 agreements between Glaxo Wellcome and Warner-Lambert entities. The notices seek indemnification for legal claims related to OTC Zantac (ranitidine) products. Plaintiffs in the underlying actions allege that Zantac and other OTC medications that contain ranitidine may degrade and result in unsafe levels of NDMA (N-nitrosodimethylamine) and can cause or have caused various cancers in individuals using the products and seek declaratory and monetary relief. J&J has rejected all the demands for indemnification relating to the underlying actions. No J&J entity sold Zantac in the United States.
Source: Item 3, via Note 17 – Commitments and Contingencies, 10-K 0001944048-26-000030 vs Item 3, via Note 17 – Commitments and Contingencies, 10-K 0001944048-25-000033
Risk Factors 170 words changed in this paragraph; it is 34% similar to last year's version.
In addition, our affiliate Johnson & Johnson Consumer Inc., now known as Kenvue Brands LLC (“New JJCI”), has been named in cases cases, including one brought in October 2025 by the Attorney General of the State of Texas, alleging that prenatal exposure to Tylenol®, an acetaminophen product, is associated with the development of autism spectrum disorder and attention-deficit/hyperactivity disorder in children. In September 2025, officials in the U.S. federal government made similar allegations, and the FDA also stated it initiated the process for a label change for acetaminophen and issued a notice to physicians. A third party, Informed Consent Action Network, filed a citizen petition in September 2025 regarding safety-related labeling changes for the use of over-the-counter acetaminophen-containing drug products during pregnancy. Our subsidiary, Kenvue Brands LLC, submitted its response to the citizen petition in October 2025, requesting that the FDA deny the petition. In November 2025, a second citizen petition was filed by a third party, the Americans for Scientific Integrity, requesting the FDA update the labeling of OTC acetaminophen-containing drug products to reflect a potential risk of neurodevelopmental harm, including autism spectrum disorder, from exposure during early childhood. The foregoing actions may depress sales of products containing acetaminophen and could result in an increased risk of future litigation containing similar claims.
Source: Item 1A, 10-K 0001944048-26-000030 vs Item 1A, 10-K 0001944048-25-000033
Every change, by type
Sentences and paragraphs of KVUE's Risk Factors and MD&A, 10-K 2026-02-20 against 10-K 2025-02-24.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
•If the Proposed Transaction is consummated, the combined company may not perform as expected and may fail to realize the projected benefits and cost savings of the Proposed Transaction, which could adversely affect the value of K-C common stock, which our current shareholders will own following the completion of the Proposed Transaction.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Failure to consummate, or a delay in the consummation of, the Proposed Transaction.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Uncertainties associated with the Proposed Transaction may cause a loss of management and other key employees.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Our shareholders will have a significantly reduced ownership and voting interest in the combined company.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Litigation against us or K-C, or the members of our or K-C’s board of directors.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•The Merger Agreement restricts our ability to pursue alternatives to the Proposed Transaction.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Regulatory approvals may delay the Proposed Transaction or may diminish its benefits.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•The number of shares of K-C common stock issuable in the First Merger in respect of one share of our common stock is fixed and will not be adjusted. Because the market price of K-C common stock may fluctuate, our shareholders cannot be sure of the market value of the stock consideration they will receive in exchange for their shares.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•If the Proposed Transaction fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), our shareholders may pay additional U.S. federal income taxes.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Uncertainties associated with the Proposed Transaction may disrupt our business.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•The Proposed Transaction’s consummation is expected to trigger change-in-control or other provisions.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Failure to integrate our and K-C’s businesses and operations successfully in the expected time frame.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedRisk Factors
•We are subject to restrictions on our business, potential tax-related liabilities (such as joint and several liability with J&J for its U.S. federal consolidated group tax return for periods prior to the date of the completion of the Exchange Offer) and potential tax-related indemnification obligations to J&J for taxes attributable to our business and, under certain circumstances, taxes arising in connection with the Separation and the subsequent distribution or other disposition by J&J of the shares of Kenvue common stock owned by J&J following the Kenvue IPO.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
•We cannot be certain that an active trading market for our common stock will be sustained.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
We rely on relationships with third parties, including manufacturers, suppliers, distributors, contractors, logistics providers, and other external business partners. If we are unable to effectively manage our third-party relationships or there is a failure of these third parties to meet their obligations to us, our business, results of operations or financial condition could be adversely
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
supply chain attacks on companies generally and our interdependency on third-party partners increase the potential for supply disruptions and service outages.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
In addition, our affiliate Johnson & Johnson Consumer Inc., now known as Kenvue Brands LLC (“New JJCI”), has been named in cases alleging that prenatal exposure to Tylenol®, an acetaminophen product, is associated with the development of autism spectrum disorder and attention-deficit/hyperactivity disorder in children.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
We cannot predict with certainty the amount or timing of Talc-Related Liabilities that LTL or J&J will be required to pay, whether in connection with the bankruptcy proceedings or otherwise.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
We are also subject to an increasing number of laws and regulations designed to combat abuses of human rights in our value chain. These laws and regulations could affect the sourcing, availability, and pricing of materials used in the manufacture of our
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
Our operations and presence in Russia and Ukraine are limited. For quantification of the impact of Russian and Ukrainian operations and presence on our Net sales and assets, refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results” in Part II, Item 7 included herein.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
•to preserve the tax-free treatment for U.S. federal income tax purposes to J&J of certain steps of the Separation our ability to pursue certain strategic transactions may be restricted; and
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
We cannot predict with certainty the long-term effect that the Separation will have on our brands and our reputation. Although we typically rely on product branding more than corporate branding for marketing purposes, we have historically been able to capitalize on J&J’s market reputation, performance, and brand identity as part of our relationships with consumers, customers, and third-party partners. In connection with the Separation, we have incurred, and will continue to incur, substantial costs to rebrand our company as “Kenvue” and change the branding and trade dress for certain of our products around the world. Successful promotion of this rebranding will depend on the effectiveness of our marketing efforts and our ability to continue to provide reliable products to consumers and customers during the course of our transition. We have invested, and will continue to invest, to promote our new branding, but we cannot predict with certainty how these marketing efforts will be received, and we cannot assure you that we will be able to achieve or maintain brand recognition or status. Failure of our marketing efforts could affect our ability to retain and attract consumers, customers, and third-party partners, which could adversely affect our business, results of operations, or financial condition. See “—Risks Related to Our Business and Industry—If our marketing efforts are not successful, we could be adversely affected.”
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedRisk Factors
In particular, our day-to-day business operations, including a significant portion of the communications among our customers, manufacturers, suppliers and other third-party partners, rely on Technology Systems. J&J’s Technology Systems are complex, and we expect the transfer of Technology Systems from J&J to us to continue to be complex, time-consuming, and costly. There is also a risk of data loss in the process of transferring Technology Systems. As a result of our reliance on Technology Systems, the cost of the information technology integration and transfer and any loss of key data could have an adverse effect on our business, results of operations, or financial condition.
Read it in 10-K 2025-02-24 at sec.gov ↗
RewordedRisk Factors
Our amended and restated certificate of incorporation provides, in all cases to the fullest extent permitted by law, that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the state of Delaware (or, if such court does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for 1) any derivative action or proceeding brought on our behalf, 2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, or shareholders to us or our shareholders, 3) any action asserting a claim arising pursuant to any provision of our amended and restated certificate of incorporation or our amended and restated bylaws, 4) any action asserting a claim arising pursuant to any provision of the DGCL Delaware General Corporation Law (the “DGCL”) or as to which the DGCL confers jurisdiction on the Court of Chancery located within the state State of Delaware, or 5) any action asserting a claim governed by the internal affairs doctrine.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
However, due to the frequency with which attack techniques change and the increased volume and sophistication of attacks, there is the continuous potential for our business, results of operations, or financial condition to be adversely affected by an information security or cybersecurity incident involving us or a third party with which we partner or its vendor, which could result in reputational, competitive, operational, or other business harm as well as financial costs and regulatory action.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
(“Old JJCI”) voluntarily recalled all lots of five Neutrogena® and Aveeno® aerosol sunscreen product lines to the consumer level and advised consumers to stop using the affected products out of an abundance of caution after internal testing identified low levels of benzene in some samples of the products, though based on exposure modeling and the EPA’s framework, daily exposure to benzene in the recalled products would not be expected to cause adverse health consequences.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
In connection with the Separation, we entered into certain Our financing arrangements, which arrangements include the offering of the Senior Notes, the Commercial Paper Program, and commercial paper program, the Revolving Credit Facility (as defined Facility, and finance lease liabilities (each as described in Note 5, “Borrowings,” to the Consolidated Financial Statements included herein).
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
In addition, beginning with this Annual Report on Form 10-K, As an independent, publicly traded company, we are required to maintain internal control over financial reporting, to report any material weaknesses in our internal control, and to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
The market price of shares of our common stock may be highly volatile and fluctuate significantly due to a number of factors, some of which may be beyond our control. control, including the market’s reaction to announcement of the Proposed Transaction and any impacts on the price of our common stock caused by changes in the price of K-C common stock.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
The Compensation & Human Capital Committee has granted, and we expect will continue to grant, equity-based awards to our employees and directors from time to time under the Kenvue 2023 Plan (as defined in Note 11, “Stock-Based Compensation,” to the Consolidated Financial Statements included herein).
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
These events could result in reduced consumer spending, reduced demand for our products, suspension of the supply of our products, disruptions to our global supply chain, increased costs of materials and other inputs for our products and suppliers, foreign currency volatility, sanctions, export controls, and other trade restrictions, work stoppages, and diminished protection for our intellectual property.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
For additional information about the past financial performance of our business and the basis of presentation of the Consolidated Financial Statements of our business included herein, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II, Item 7 included herein Operations” and Note 1, “Description of the Company and Summary of Significant Accounting Policies—Basis of Presentation,” to the Consolidated Financial Statements included herein.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Our cash flow from operations may not be sufficient to service our outstanding debt or to repay the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets, or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Additional privacy and data protection laws and regulations are being developed around the world, including in other jurisdictions in which we operate, and privacy enforcement by governmental authorities globally, particularly on data localization requirements and international data flows, has increased in recent years.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Furthermore, any reformulated product we introduce to the market may not be positively received by consumers and customers, which could result in lost sales, damage our reputation or our brands, or otherwise adversely affect our business, results of operations, or financial condition.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesRisk Factors
See “—We may face challenges in implementing our digital strategy, which could adversely affect us.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesRisk Factors
We may face challenges in implementing our digital strategy, which could adversely affect us.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesRisk Factors
However, our security efforts may not prevent or timely detect all interruptions, breakdowns, invasions, corruptions, destructions, breaches, cyberattacks, or other compromises of or interruptions to our Technology Systems or those of third parties with which we partner or their vendors (collectively, “Interruptions”), and we may not be able to timely remediate any Interruptions that we detect, which could adversely affect our business, results of operations, or financial condition.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesRisk Factors
See “—Risks Related to Our Business and Industry—We may face challenges in implementing our digital strategy, which could adversely affect us.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesRisk Factors
We have incurred and continue to incur significant charges in connection with the Separation and incremental costs as an independent, publicly traded company.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
In July 2025, we announced that our Board had previously initiated a comprehensive review of strategic alternatives and has established a strategic review committee (the “Strategic Review Committee”) to oversee the ongoing process, which was discontinued effective February 18, 2026. On November 2, 2025, following our Board’s review of strategic alternatives, our Board unanimously approved the execution of 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, as described in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark,” to the Consolidated Financial Statements included herein. Pursuant to the terms and subject to the conditions of the Merger Agreement, Company shareholders will receive the Merger Consideration consisting of 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 Proposed Transaction, current K-C shareholders are expected to own approximately 54%, and current Company shareholders are expected to own approximately 46% of the combined company on a fully diluted basis.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
The Merger Agreement contains customary representations, warranties, covenants, and termination rights. The Proposed Transaction is expected to close in the second half of 2026 and is conditioned on the satisfaction or waiver of other customary closing conditions, including the receipt of antitrust clearance in the United States and 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 Proposed Transaction, in each case at a special meeting of shareholders held for that purpose. Additionally, the waiting period applicable to the Proposed Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 4, 2026.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
We are incurring costs, which primarily consist of expenses incurred in connection with the Proposed Transaction, including advisory fees, legal costs, and other professional service costs (the “Proposed Transaction costs”).
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
In September 2025, officials in the U.S. federal government alleged that in utero exposure to acetaminophen (the active ingredient in Tylenol®, an over-the-counter pain medication) may be associated with an increased risk of neurological conditions such as autism spectrum disorder and attention-deficit/hyperactivity disorder in children and cautioned against the use of Tylenol® by pregnant women. The FDA also stated it initiated the process for a label change for acetaminophen and issued a notice to physicians. A third party, Informed Consent Action Network, filed a citizen petition in September 2025 regarding safety-related labeling changes for the use of over-the-counter acetaminophen-containing drug products during pregnancy. Our subsidiary, Kenvue Brands LLC, submitted its response to the citizen petition in October 2025, requesting that the FDA deny the petition. In November 2025, a second citizen petition was filed by a third party, the Americans for Scientific Integrity, requesting the FDA update the labeling of OTC acetaminophen-containing drug products to reflect a potential risk of neurodevelopmental harm, including autism spectrum disorder, from exposure during early childhood. The foregoing actions may depress sales of acetaminophen and could result in an increased risk of future litigation containing similar claims. See Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included herein for details regarding certain litigation matters that are currently pending related to acetaminophen.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
For the fiscal twelve months ended December 28, 2025, we performed a qualitative assessment on each of our reporting units on the annual test date and concluded that no impairment to goodwill was necessary as it was more likely than not that the estimated fair value of each reporting unit was in excess of its respective carrying value.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
In addition to the qualitative assessment performed as of the annual test date for the fiscal twelve months ended December 28, 2025, there was a reassessment of the long-term outlook for the Skin Health and Beauty business during the fiscal three months ended September 28, 2025. The revised outlook aimed to address slower growth in the broader skincare categories, as well as the recent decline in profitability of the Skin Health and Beauty reporting unit. We revised the internal forecasts to reflect the updated outlook. These changes in circumstances were determined to be a triggering event, which resulted in a quantitative interim impairment assessment of the fair value of the Skin Health and Beauty reporting unit. We also elected to perform a quantitative interim impairment assessment for the Self Care and Essential Health reporting units in conjunction with the assessment performed for the Skin Health and Beauty reporting unit.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
We estimate the fair value of a reporting unit using a combination of a discounted cash flow model and a market-based approach. The discounted cash flow model relies on assumptions regarding revenue and net income growth rates, projected working capital needs, capital expenditures, and discount rates. Forecasted cash flows are discounted to present value to estimate the fair value. Under the market-based approach, we utilize the guideline public company method and market transaction method. These methods utilize valuation multiples derived from comparable publicly traded companies and relevant industry transactions, which are then applied to the reporting unit’s operating performance metrics. Based on the results of the assessment, the estimated fair value of the Skin Health and Beauty reporting unit exceeded the carrying value by approximately 10%; therefore, no impairment charge was recorded for the fiscal three months ended September 28, 2025. If all other assumptions were held constant, an increase of approximately 100 basis points in the selected discount rate would have resulted in an impairment charge. No impairment to goodwill was necessary for any of the reporting units, as the estimated fair value of each reporting unit exceeded its respective carrying value.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
A decline in forecasted Net sales or net income, or adverse macroeconomic developments such as rising interest rates, could significantly reduce the excess between fair value and carrying value. We will continue to monitor the performance of the Skin Health and Beauty business; further deterioration of market conditions or an inability to execute on our strategies could lead to an impairment charge of the goodwill associated with the Skin Health and Beauty reporting unit in the future.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Macroeconomic developments, including changes in global trade policies, may adversely affect prevailing economic conditions and our business, results of operations, or financial condition. 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
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
$130 million annualized. 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.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
partially offset by net input cost inflation and the impact of tariffs imposed on goods imported into the United States. Changes in both Cost of sales and gross profit margin were also impacted by a reduction in stock-based compensation expense attributable to a refinement to the methodology of our stock-based compensation expense allocations, forfeitures of unvested stock-based awards, and the vesting of stock-based awards.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
(4) Relates to the amortization of definite-lived intangible assets (primarily trademarks, trade names, and customer lists) over their estimated useful lives.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedMD&A
Since 2019, we have taken significant steps to meet consumer demand and mitigate supply chain constraints. We have redesigned our manufacturing and distribution network, optimizing both in-house and external manufacturing and distribution footprints to improve lead time and reliability across the globe. We selectively invested in specific technologies and expanded our capacity in different geographic markets with the intent to increase competitiveness by improving cost, speed, compliance, and customer service. As a result, our historical results of operations reflect savings delivered through these end-to-end supply chain optimization initiatives.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
Although the long-term implications of the Russia-Ukraine War are difficult to predict at this time, the financial impact of the conflict during the fiscal twelve months ended December 29, 2024, December 31, 2023, and January 1, 2023 was not significant to our results of operations. For the fiscal twelve months ended December 29, 2024, December 31, 2023, and January 1, 2023, our Ukrainian business represented 0.2%, 0.2%, and 0.1% of our Net sales, respectively. As of both December 29, 2024 and December 31, 2023, our Ukrainian business represented 0.1% of our assets. For the fiscal twelve months ended December 29, 2024, December 31, 2023, and January 1, 2023, our Russian business represented 1.1%, 1.0%, and 1.4% of our Net sales, respectively. As of both December 29, 2024 and December 31, 2023, our Russian business represented 0.7% of our assets.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
In the fiscal three months ended April 3, 2022, we announced our decision to suspend supply of all of our products into Russia other than our OTC medicines within our Self Care segment, which we continued to supply as patients rely on many of these products for healthcare purposes. Supply of the suspended products terminated during the fiscal three months ended July 3, 2022. We also suspended branded advertising, clinical trials, and additional investment in Russia. We will continue to monitor the geopolitical situation in Russia and evaluate our activities and future operations in Russia.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
We continually assess and refine our portfolio through acquisitions of businesses as well as divestitures of assets that we do not believe are well integrated into our product portfolio and strategic direction. We believe our strong balance sheet will allow us to strategically make acquisitions and divestitures while maintaining our disciplined approach to capital allocation.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
We and/or certain of our subsidiaries are involved from time to time in various lawsuits and claims relating to product liability, labeling, marketing, advertising, pricing, intellectual property, commercial contracts, foreign exchange controls, antitrust and trade regulation, labor and employment, indemnification, data privacy and cybersecurity, environmental, health and safety, and tax matters, governmental investigations, and other legal proceedings that arise in the ordinary course of our business. See Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included herein for additional information regarding our current legal proceedings.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
A significant number of personal injury claims alleging that talc causes cancer were made against J&J and certain of its affiliates arising out of the use of body powders containing talc, primarily Johnson’s® Baby Powder. These personal injury suits were filed primarily in state and federal courts in the United States and in Canada.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
Pursuant to the Separation Agreement, J&J has retained the Talc-Related Liabilities and, as a result, has agreed to indemnify us for the Talc-Related Liabilities in the United States and Canada and any costs associated with resolving such claims. We will, however, remain responsible for all liabilities on account of or relating to harm arising out of, based upon or resulting from, directly or indirectly, the presence of or exposure to talc or talc-containing products sold outside the United States or Canada.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
Except for the Talc-Related Liabilities and certain other liabilities for which the Company was indemnified by J&J, the Company generally remains responsible for liabilities relating to, arising out of, or resulting from the past or current operation or conduct of the Company’s business.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
with market softness in China primarily impacting the first half of the fiscal year, partially offset by growth primarily in EMEA and LATAM. Partially offsetting the volume-related decrease, favorable value realization increased Organic sales by 1.6%.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
Prior to April 4, 2023, our working capital requirements and capital expenditures were satisfied as part of J&J’s corporate-wide cash management and centralized funding programs, and a substantial portion of our cash was transferred to J&J. Cash and cash equivalents held by J&J at the corporate level were not specifically identifiable to us.
Read it in 10-K 2025-02-24 at sec.gov ↗
RemovedMD&A
Effective April 4, 2023, upon completion of the Consumer Health Business Transfer (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Description of the Company and Business Segments,” to the Consolidated Financial Statements included herein), we no longer participate in J&J’s corporate-wide cash management and centralized funding programs.
Read it in 10-K 2025-02-24 at sec.gov ↗
RewordedMD&A
Fiscal Twelve Months Ended Change In Fiscal Year December 28, 2025 December 29, 2024 December 31, 2023 Change 2023 2024 to 2024 2025 (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 $ 6,378 $ 4,114 $ 4,632 $ 15,124 $ 6,527 $ 4,240 $ 4,688 $ 15,455 $ 6,451 $ 4,378 $ 4,615 $ 15,444 $ 11 0.1% (331) (2.1)% Segment adjusted Cost of sales(1) 2,285 1,671 2,056 6,012 2,287 1,738 2,102 6,127 2,249 1,952 2,228 6,429 (302) (4.7)% (115) (1.9) Other segment expense items(2) 1,984 1,966 1,400 5,350 2,067 1,895 1,424 5,386 1,903 1,747 1,376 5,026 360 7.2% (36) (0.7) Segment adjusted operating income $ 2,109 $ 477 $ 1,176 $ 3,762 $ 2,173 $ 607 $ 1,162 $ 3,942 $ 2,299 $ 679 $ 1,011 $ 3,989 $ (47) (1.2)% (180) (4.6)% Reconciliation to Income before taxes: taxes Less:
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Depreciation(3) 300 329 305 Amortization of intangible assets assets(4) 257 269 322 Separation-related costs(4) costs(5) 88 296 468 Restructuring expenses and operating model optimization initiatives initiatives(6) 335 221 32 Impairment charges charges(7) 23 578 — Conversion of stock-based awards(5) awards(8) 7 39 55 Founder Shares(6) Shares(9) 7 29 9 Proposed Transaction costs(10) 25 — Other operating expense (income), (income) expense, net (23) 26 (10) General corporate/unallocated expenses 329 314 296 Operating income $ 2,414 $ 1,841 $ 2,512 Other expense, net 36 48 72 Interest expense, net 379 378 250 Income before taxes $ 1,999 $ 1,415 $ 2,190
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Net cash flows used in financing activities for the fiscal twelve months ended December 29, 2024 28, 2025 were primarily driven by $1,552 $1,581 million of dividends paid and $235 paid, the $750 million repayment of the 5.50% Senior Notes due 2025, $197 million of payments made to purchase treasury stock, and $146 million of net repayments of our commercial paper program, partially offset by $157 $746 million of net proceeds from the issuance of commercial paper under the Commercial Paper Program (as defined below). 4.85% Senior Notes due 2032.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Excluding the impact of unfavorable favorable changes in foreign currency exchange rates of $219 million, or 1.4%, 0.2% and the reduction in Net sales related to divestitures of 0.1%, Organic sales (a non-GAAP financial measure as defined in “Segment Results—Organic Sales Change” below) growth was $230 million, or 1.5%. decreased 2.2% driven by volume-related decreases of 2.3% partially offset by favorable value realization (defined as price, including mix) of 0.1%.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
For Impairment charges for the fiscal three twelve months ended March 31, 2024, an impairment charge of December 29, 2024 includes $488 million recognized in relation to Dr.Ci:Labo® long-lived assets, $68 million was recorded recognized on the held for sale asset associated with the interim Company’s former corporate headquarters in Skillman. Skillman, New Jersey, and $22 million recognized on certain software development assets.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Change In Fiscal Year Fiscal Twelve Months Ended Change 2023 2024 to 2024 2025 (Dollars in Millions) December 28, 2025 December 29, 2024 December 31, 2023 Amount Percent Net income $ 1,470 $ 1,030 $1,664 $ (634) (38.1)% 440 42.7% Net changes in assets and liabilities $ 52 $ (571) $797 $ (1,368) 623 * Net cash flows from operating activities $ 2,197 $ 1,769 $3,168 $ (1,399) (44.2)% 428 24.2% Net cash flows used in investing activities $ (436) $ (425) $(488) $ 63 (12.9)% (11) 2.6% Net cash flows used in financing activities $ (1,837) $ (1,565) $(2,527) $ 962 (38.1)% (272) 17.4%
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
On September 11, During the fiscal three months ended October 1, 2023, J&J transferred the equity interests in the majority of the Deferred Legal Entities (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies,” Policies—Variable Interest Entities and Net Economic Benefit Arrangements,” to the Consolidated Financial Statements included herein) to the Company Company, and during the fiscal three months ended December 28, 2025, transferred the equity interests of the remaining Deferred Legal Entities that previously had been consolidated as Variable Interest Entities in the Consolidated Financial Statements.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Fiscal Twelve Months Ended December 29, 2024 vs December 31, 2023(1) Reported Net sales change Sales Change Impact of foreign currency Foreign Currency Acquisitions and Divestitures Organic sales change Price/Mix(2) Sales Change Total Organic Sales Change Price/Mix(1) Volume Total (2.1)% 0.2% (0.1)% (2.2)% 0.1% (1.4)% 2.7% (1.2)% (2.3)%
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
As of December 29, 2024, 28, 2025, we had $7,687 million of Senior Notes (as defined below) outstanding, net of related discounts and debt issuance costs of $63 million, no amounts outstanding under the Revolving Credit Facility Facility, and $797 $699 million of outstanding balances under our Commercial Paper Program, commercial paper program, net of a related discount of $3 $1 million.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Expense Other operating (income) expense, net for the fiscal twelve months ended December 28, 2025 and December 29, 2024 was driven by the $38 million and $59 million accounting impact 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,” Policies—Variable Interest Entities and Net Economic Benefit Arrangements,” to the Consolidated Financial Statements included herein for additional information), partially offset by $37 million and $34 million million, respectively, of royalty income.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Gross profit margin expanded 200 10 basis points to 58.1% for the fiscal twelve months ended December 28, 2025 as compared to 58.0% for the fiscal twelve months ended December 29, 2024 as compared to 56.0% for the fiscal twelve months ended December 31, 2023. 2024.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
On March May 22, 2023, 2025, we issued eight series of senior unsecured notes (the “Senior Notes”) the 2025 Senior Notes in an aggregate principal amount of $7.75 billion. $750 million, which bear an interest rate of 4.850% per annum.
Read it in 10-K 2026-02-20 at sec.gov ↗
