[address redacted]

1.

Satisfactory results of background checks, and satisfaction of any legal pre-conditions/requirements to the Company’s ability to employ you in the United States.

2.

Proper and complete submission of:

●

The Personal Information Form and background release form(s) required by the Company.

●

​ Prior to your commencement of employment with the Company, you must sign and return the Company’s Employee Secrecy, Intellectual Property, Non-Competition, and Non-Solicitation Agreement (the “Restrictive Covenant Agreement”). Please be aware that, in addition to, among other things, prohibiting your disclosure of the Company’s confidential information, we expect you to retain in confidence and not disclose or use in your employment with us any confidential information you have obtained from your present or previous employer(s).  Please return the signed Restrictive Covenant Agreement with your signed offer letter.

/s/ Amit Banati		05/05/2025
*Applicant’s signature or (printed name if by email)		Date

Cc:	Anil Agarwal
	Alla Berenshteyn
	Maria Beatriz Henning Sampaio
	Matt Sandler

Kenvue Reports First Quarter 2025 Results

“In Q1, our teams executed our plans while continuing to navigate an evolving macro and consumer environment,” said Thibaut Mongon, Chief Executive Officer. “We are committed and focused on activating our brands while staying agile and flexible to accelerate sustainable profitable growth.”

First quarter 2025 Net sales decreased 3.9% vs the prior year period, reflecting Organic sales decline of 1.2% and foreign currency headwind of 2.7%. Organic sales decline was driven by unfavorable value realization of 0.3%, reflecting planned strategic price investments, and 0.9% volume decline.

First quarter 2025 Gross profit margin expanded 40 basis points to 58.0% from 57.6% in the prior year period, as Separation-related costs (as defined below) and amortization of intangible assets decreased year-over-year. Adjusted gross profit margin declined 20 basis points to 60.0% from 60.2% in the prior year period. The year-over-year change in both measures reflects the impact from productivity gains attributable to our global supply chain optimization initiatives, which were offset by volume deleveraging, foreign exchange and inflationary headwinds, as well as strategic price investment.

First quarter 2025 Operating income margin was 14.9% vs 14.1% in the prior year period, with the prior year figure impacted by non-cash charges related to asset impairment. First quarter 2025 Adjusted operating income margin was 19.8% vs 22.0% in the prior year period. The year-over-year changes in Operating income margin and Adjusted operating income margin reflect the year-over-year change in Gross profit margin and Adjusted gross profit margin, respectively, as well as an increase in brand investment, which more than offset the benefit from savings from Our Vue Forward.

First quarter 2025 Interest expense, net was $94 million vs $95 million in the prior year period.

First quarter Effective tax rate was 29.7% vs 30.7% in the prior year period. The Adjusted effective tax rate1 was 27.5% vs 28.3% in the prior year period.

First quarter 2025 Diluted earnings per share were $0.17 vs $0.15 in the prior year period and Adjusted diluted earnings per share were $0.24 vs $0.28 in the prior year period.

Kenvue updated its outlook for Full Year 2025 to reflect current foreign exchange rates, as well as the estimated impact from higher costs due to tariffs in place as of May 7, 2025. The Company expects:

The Company is working to reduce the financial impact of tariffs through a number of mitigation actions.

Kenvue is not able to provide the most directly comparable GAAP measures or reconcile Adjusted operating income margin or Adjusted diluted earnings per share to comparable GAAP measures on a forward-looking basis without unreasonable efforts given the unpredictability of the timing and amounts of discrete items such as foreign exchange, acquisitions, or divestitures.

In a separate press release this morning, the Company announced a Chief Financial Officer transition effective May 12, 2025. Additional details regarding this transition can be found at investors.kenvue.com.

Kenvue will host a conference call with investors to discuss its first quarter results on Thursday, May 8, 2025 at 8:00 a.m. Eastern Time. The conference call can be accessed by dialing 877-407-8835 from the U.S. or +1 201-689-8779 from international locations. A live webcast of the conference call can also be accessed at investors.kenvue.com, with a replay made available after the live event.

Kenvue Inc. is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno®, BAND-AID® Brand, Johnson’s®, Listerine®, Neutrogena®, and Tylenol®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we realize the extraordinary power of everyday care. Our teams work every day to put that power in consumers’ hands and earn a place in their hearts and homes. Learn more at kenvue.com.

The Company uses certain non-GAAP financial measures to supplement the financial measures prepared in accordance with U.S. GAAP. There are limitations to the use of the non-GAAP financial measures presented herein. These non-GAAP financial measures are not prepared in accordance with U.S. GAAP nor do they have any standardized meaning under U.S. GAAP. In addition, other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way the Company calculates such measures. Accordingly, the non-GAAP financial measures may not be comparable to such similarly titled non-GAAP financial measures used by other companies. The Company cautions you not to place undue reliance on these non-GAAP financial measures, but instead to consider them with the most directly comparable U.S. GAAP measure. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation. These non-GAAP financial measures should be considered supplements to, not substitutes for, or superior to, the corresponding financial measures calculated in accordance with U.S. GAAP.

The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. The Company believes these measures help improve investors’ ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies. In addition, the Company believes these measures are also among the primary measures used externally by the Company’s investors, analysts, and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in our industry.

Below are definitions and the reconciliation to the most closely related GAAP measures for the non-GAAP measures used in this press release and the related prepared materials and webcast.

Adjusted diluted earnings per share: We define Adjusted diluted earnings per share as Adjusted net income divided by the weighted average number of diluted shares outstanding. Management views this non-GAAP measure as useful to investors as it provides a supplemental measure of the Company’s performance over time.

Adjusted EBITDA margin: We define EBITDA as U.S. GAAP Net income adjusted for interest, provision for taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for restructuring expenses and operating model optimization initiatives, costs incurred in connection with our establishment as a standalone public company (“Separation-related costs”), conversion of stock-based awards, stock-based awards granted to individuals employed by Kenvue as of October 2, 2023 (“Founder Shares”), impairment charges, the impact of the deferred transfer of certain assets and liabilities from Johnson & Johnson in certain jurisdictions (the “Deferred Markets”), and losses on investments. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of U.S. GAAP Net sales. Management believes this non-GAAP measure is useful to investors as it provides a supplemental perspective to the Company’s operating efficiency over time.

Adjusted effective tax rate: We define Adjusted effective tax rate as U.S. GAAP Effective tax rate adjusted for the tax effects on special item adjustments including amortization of intangible assets, restructuring expenses and operating model optimization initiatives, Separation-related costs, conversion of stock-based awards, Founder Shares, impairment charges, and losses on investments. We also exclude taxes related to the Deferred Markets. Management believes this non-GAAP measure is useful to investors as it provides a supplemental measure of the Company’s performance over time.

Adjusted gross profit margin: We define Adjusted gross profit margin (also referred to as “Adjusted gross margin”) as U.S. GAAP Gross profit margin adjusted for amortization of intangible assets, Separation-related costs, conversion of stock-based awards, Founder Shares, and operating model optimization initiatives. Management believes this non-GAAP measure is useful to investors as it provides a supplemental perspective to the Company’s operating efficiency over time.

Adjusted net income: We define Adjusted net income as U.S. GAAP Net income adjusted for amortization of intangible assets, restructuring expenses and operating model optimization initiatives, Separation-related costs, conversion of stock-based awards, Founder Shares, impairment charges, the impact of the Deferred Markets, losses on investments, and their related tax impacts (i.e. special items). Adjusted net income excludes the impact of items that may obscure trends in our underlying performance. Management believes this non-GAAP measure is useful to investors as the Company uses Adjusted net income for strategic decision making, forecasting future results, and evaluating current performance.

Adjusted operating income: We define Adjusted operating income as U.S. GAAP Operating income adjusted for amortization of intangible assets, restructuring expenses and operating model optimization initiatives, Separation-related costs, conversion of stock-based awards, Founder Shares, impairment charges, and the impact of the Deferred Markets. Management believes this non-GAAP measure is useful to investors as management uses Adjusted operating income to assess the Company’s financial performance.

Adjusted operating income margin: We define Adjusted operating income margin (also referred to as “Adjusted operating margin”) as Adjusted operating income as a percentage of U.S. GAAP Net sales. Management believes this non-GAAP measure is useful to investors as it provides a supplemental perspective to the Company’s operating efficiency over time.

Free cash flow: We define Free cash flow as U.S. GAAP Net cash flows from operating activities adjusted for Purchases of property, plant, and equipment. Management believes this non-GAAP measure is useful to investors as it provides a view of the Company’s liquidity after deducting capital expenditures, which are considered a necessary component of our ongoing operations.

Organic sales: We define Organic sales as U.S. GAAP Net sales excluding the impact of changes in foreign currency exchange rates and the impact of acquisitions and divestitures. We report changes in Organic sales on a period-over-period basis. Management believes reporting period-over-period changes in Organic sales provides investors with additional, supplemental information that is useful in assessing the Company’s results of operations by excluding the impact of certain items that we believe do not directly reflect our underlying operations.

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements about management’s expectations of Kenvue’s future operating and financial performance, product development, market position, and business strategy. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates,” and other words of similar meaning. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Kenvue and its affiliates. Risks and uncertainties include, but are not limited to: the inability to execute on Kenvue’s business development strategy; inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, as well as existing or proposed tariffs and other constraints on trade both in the U.S. and in foreign markets; the ability to successfully manage local, regional, or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow Kenvue to effect any expected share repurchases and dividend payments; Kenvue’s ability to maintain satisfactory credit ratings and access capital markets, which could adversely affect its liquidity, capital position, and borrowing costs; competition, including technological advances, new products, and intellectual property attained by competitors; challenges inherent in new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges to intellectual property protections including counterfeiting; the ability of Kenvue to successfully execute strategic plans, including Our Vue Forward and other restructuring or cost-saving initiatives; the impact of business combinations and divestitures, including any ongoing or future transactions; manufacturing difficulties or delays, internally or within the supply chain; product efficacy or safety concerns resulting in product recalls or regulatory action; significant adverse litigation or government action, including related to product liability claims; changes to applicable laws and regulations and other requirements imposed by stakeholders; changes in behavior and spending patterns of consumers; natural disasters, acts of war, or terrorism, catastrophes, or epidemics, pandemics, or other disease outbreaks; financial instability of international economies and legal systems and sovereign risk; the inability to realize the benefits of the separation from Kenvue’s former parent, Johnson & Johnson; and the risk of disruption or unanticipated costs in connection with the separation. A further list and descriptions of these risks, uncertainties, and other factors can be found in Kenvue’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available at kenvue.com or on request from Kenvue. Any forward-looking statement made in this release speaks only as of the date of this release. Kenvue undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or developments or otherwise.

Investor Relations:

Sofya Tsinis

Media Relations:

Melissa Witt

Condensed Consolidated Statements of Operations

(Unaudited; Dollars In Millions, Except Per Share Data; Shares In Millions)

The following table presents a reconciliation of the change in Net sales, as reported, to the change in Organic sales, a non-GAAP measure for the periods presented:

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(1)	Price/Mix reflects value realization.

Total Segment Net Sales and Adjusted Operating Income

Segment Net sales for the periods presented were as follows:

Segment Adjusted operating income for the periods presented was as follows:

Non-GAAP Financial Information

The following tables present reconciliations of GAAP to Non-GAAP for the periods presented:

		Fiscal Three Months Ended March 30, 2025
(Unaudited; Dollars in Millions)		As Reported								Adjustments			Reference						As Adjusted
Net sales		$	3,741								—								$	3,741
Gross profit		$	2,168								77		(a)						$	2,245
Gross profit margin			58.0	%																60.0	%
Operating income		$	558								183		(a)-(c)						$	741
Operating income margin			14.9	%																19.8	%
Net income		$	322								143		(a)-(d)						$	465
Net income margin			8.6	%																12.4	%
Interest expense, net		$	94
Provision for taxes		$	136
Depreciation and amortization		$	136
EBITDA (non-GAAP)		$	688								120		(b)-(c), (e)						$	808
EBITDA margin (non-GAAP)			18.4	%																21.6	%

Detail of Adjustments		Cost of sales				SG&A/Restructuring expenses				Impairment charges				Other operating expense, net				Other expense, net				Provision for taxes				Total
Amortization of intangible assets(1)		$	74			$	—			$	—			$	—			$	—			$	—			$	74
Restructuring expenses(2)			—				41				—				—				—				—				41
Operating model optimization initiatives(2)			6				3				—				—				—				—				9
Separation-related costs (including conversion of stock-based awards and Founder Shares)(3)			23				74				—				—				—				—				97
Impairment charges(4)			—				—				68				—				—				—				68
Impact of Deferred Markets—minority interest expense			—				—				—				7				—				—				7
Impact of Deferred Markets—provision for taxes			—				—				—				9				—				(9	)			—
Losses on investments(5)			—				—				—				—				31				—				31
Tax impact on special item adjustments			—				—				—				—				—				(76	)			(76	)
Total		$	103			$	118			$	68			$	16			$	31			$	(85	)		$	251
		(a)				(b)				(c)				(d)				(e)				(f)
Cost of sales less amortization		$	29
		(g)

The following table presents reconciliations of the Effective tax rate, as reported, to Adjusted effective tax rate for the periods presented:

The following table presents a reconciliation of Effective tax rate, as forecasted on a U.S. GAAP basis, to forecasted Adjusted effective tax rate for fiscal year 2025:

The following table presents a reconciliation of Diluted earnings per share, as reported, to Adjusted diluted earnings per share for the periods presented:

The following table presents a reconciliation of Net cash flows from operating activities, as reported, and Purchases of property, plant, and equipment, as reported, to Free cash flow for the periods presented:

 Other Supplemental Financial Information

The following table presents the Company’s Net sales by geographic region for the periods presented:

The following table presents the Company’s Research and development expenses for the periods presented. Research and development expenses are included within Selling, general, and administrative expenses.

The following table presents the Company’s Cash and cash equivalents, Total debt, and Net debt balance as of the periods presented:

Note: Numbers may not foot due to rounding

 

Kenvue Announces Chief Financial Officer Transition

SUMMIT, N.J., May 8, 2025 – Kenvue Inc. (NYSE: KVUE), today announced the appointment of Amit Banati as the Company’s Chief Financial Officer, effective May 12, 2025. He will be responsible for overseeing the Finance and Strategy functions, supporting initiatives aimed at accelerating profitable growth and delivering value to shareholders. Following a thorough and thoughtful search process, Mr. Banati will succeed Paul Ruh, who will remain with the Company for a brief period to help ensure a smooth transition.

Mr. Banati is a 30-year consumer products company finance and operations veteran, having served most recently as Vice Chairman and Chief Financial Officer of Kellanova (previously Kellogg Company), and holding finance and operating leadership roles at Kraft Foods (now Mondelez International), Cadbury Schweppes and Procter & Gamble. He has significant experience overseeing operations outside the U.S., including in Asia Pacific, the Middle East, India and Africa, and has successfully delivered profitable growth and executed enterprise-wide business transformations.

“We are thrilled to welcome Amit to Kenvue and look forward to leveraging his deep industry expertise and business transformation experience as we continue to focus on accelerating Kenvue’s profitable growth and delivering value for shareholders,” said Thibaut Mongon, Chief Executive Officer. “With much of the work to establish Kenvue as an independent company completed and our strengthened commercial and operational foundations in place, now is the right time for a CFO transition. Amit is a world-class executive with a proven track record across both financial and operational roles and the ideal person to further support our efforts to work differently and move faster and lead our Finance and Strategy organizations into the future.”

“I am excited to join Kenvue with its global scale and portfolio of iconic consumer health brands,” Mr. Banati said. “My focus as CFO will be supporting revenue growth through stronger data management and resource allocation, driving continued margin and cost profile improvement efforts, strengthening cash flow, and fostering greater agility, including better integrated business planning and improved financial forecasting. With the talented Kenvuers around the world, we can maximize benefits of the Company’s increased brand investments and accelerate growth across Self Care, Skin Health and Beauty, and Essential Health to create sustainable value for shareholders.”

Mr. Mongon added, “On behalf of the entire organization and our Board of Directors, I thank Paul for his many contributions in helping execute one of the largest separations in public company history to establish Kenvue as a standalone leader in consumer health.  He stood up the Our Vue Forward transformation program and helped shape our P&L to allow us to invest more behind our brands, setting the stage for accelerated growth.  We wish Paul all the best in his next chapter.”

In a separate press release this morning, the Company announced financial results for the fiscal first quarter ended March 30, 2025. Additional details regarding the Company’s earnings results can be found at investors.kenvue.com.

Most recently, Mr. Banati served as Vice Chair and Chief Financial Officer at Kellanova (Kellogg), where he was responsible for all financial operations and led strategy and business development, including M&A and a venture capital fund. As CFO at Kellogg (2019-2022), he led the business through a period of significant transformation, implementing and evolving the company’s Deploy For Growth strategy, which enabled Kellogg’s return to sustainable, profitable growth. And as Region President at Kellogg (2012-2019), he was the driving force behind the transformation of the company’s Asia, Middle East and Africa business, more than doubling net sales and operating profit. 

Previously, Mr. Banati held finance and general management roles at Kraft Foods, Cadbury Schweppes and Procter & Gamble. At Kraft Foods, he was President, North Asia and Asia Pacific Strategy, and led the integration of Cadbury and Kraft Foods for that region. At Cadbury Schweppes, he was President of the Pacific region, overseeing Australia, New Zealand, Japan and Singapore, and served previously as the company’s Chief Financial Officer of the Asia Pacific division. At Procter & Gamble, he spent nearly 15 years in finance roles, rising to become Chief Financial Officer of the Asean, Australia, India, Singapore region in the company’s Health and Beauty Care division. He received a bachelor’s degree in commerce from Calcutta University and an MBA from the Indian Institute of Management in Lucknow. Mr. Banati also currently serves on the Board of Fortune Brands Innovations. 

Kenvue Inc. is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno®, BAND-AID® Brand, Johnson’s®, Listerine®, Neutrogena®, and Tylenol®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we realize the extraordinary power of everyday care. Our teams work every day to put that power in consumers’ hands and earn a place in their hearts and homes. Learn more at www.kenvue.com.

Cautions Concerning Forward-Looking Statements

 This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding Kenvue’s Chief Financial Officer transition. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Kenvue Inc. (“Kenvue”) and its affiliates.

 A list and descriptions of risks, uncertainties and other factors can be found in Kenvue’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 29, 2024 and subsequent Quarterly Reports on Form 10-Q and other filings, available at www.kenvue.com or on request from Kenvue. Kenvue and its affiliates undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or developments or otherwise.

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