Kenvue (KVUE) risk factors: FY2025 10-K

1. If the Proposed Transaction is consummated, the combined company may not perform as we or the market expects 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 shareholders will own following the completion of the Proposed Transaction.new
2. Failure to consummate the Proposed Transaction, or a delay in the consummation of the Proposed Transaction, could negatively impact our business, results of operations, financial condition, and stock price.new
3. Uncertainties associated with the Proposed Transaction may cause a loss of our or K-C’s management and other key employees, which could adversely affect the future business and operations of the combined company following the Proposed Transaction.new
4. Holders of our common stock will have a significantly reduced ownership and voting interest in the combined company after the Proposed Transaction and will therefore have less voting influence over the combined company.new
5. Litigation against us or K-C, or the members of our or K-C’s board of directors, could prevent or delay the completion of the Proposed Transaction.new
6. The Merger Agreement restricts our ability to pursue alternatives to the Proposed Transaction.new
7. The need for regulatory approvals may delay the date of completion of the Proposed Transaction or may diminish the benefits of the Proposed Transaction.new
8. 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 in connection with the Proposed Transaction.new
9. 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, our shareholders may be required to pay additional U.S. federal income taxes.new
10. Our business operations may be subject to disruption due to uncertainties associated with the Proposed Transaction, which could adversely affect our or the combined company’s business, financial condition, cash flows, and results of operations pending and following the Proposed Transaction.new
11. If the Proposed Transaction is consummated, its completion is expected to trigger change-in-control or other provisions in certain agreements to which we or K-C is a party.new
12. Failure to integrate our and K-C’s businesses and operations successfully in the expected time frame may adversely affect the future results of the combined company.new
13. The Merger Agreement subjects us to restrictions on our business activities prior to the effective time of the Proposed Transaction.new
14. We have incurred, and will continue to incur, significant costs in connection with the Proposed Transaction, which may be in excess of those we anticipated.new
15. The Proposed Transaction may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties and may result in the termination of existing contracts.new

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1. Our brands are critical to our success, and damage to our reputation or our brands could adversely affect us.
2. We operate in highly competitive product markets and competitive pressures could adversely affect us.
3. If we are unable to anticipate, understand, and respond appropriately to market trends and rapidly changing consumer and customer preferences in a timely manner, we could be adversely affected.
4. If our marketing efforts are not successful, we could be adversely affected.
5. An inability to successfully expand our global operations could adversely affect our business, results of operations, or financial condition.
6. We face challenges implementing our digital strategy, which could adversely affect us.reworded
7. Uncertainty in the development, deployment, use, and regulation of artificial intelligence in our internal processes, manufacturing operations, products and services, as well as our business more broadly, could adversely affect us.AI
8. The rapidly changing retail landscape, including our increasing dependence on key customers in developed markets, changes in the policies of our customers, and e-commerce and other alternative retail channels, could adversely affect us.reworded
9. Significant challenges or delays in our innovation and development of new products and technologies could adversely affect us.
10. We have pursued, and expect to continue to pursue, acquisitions and divestitures, which exposes us to additional risks that could adversely affect us. Pursuant to the Merger Agreement, we are subject to certain contractual limitations on acquisitions and divestitures which may limit our ability to execute aspects of our growth strategy or portfolio optimization initiatives.new
11. Counterfeit, intellectual-property-infringing, or other unauthorized versions (“Counterfeit Copies”) of our products, particularly in our OTC business, could harm consumers and adversely affect us.

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1. We rely on third parties in many aspects of our business, including to manufacture certain of our products, which exposes us to additional risks that could adversely affect us.
2. Disruptions to our manufacturing or supplier operations could adversely affect us.
3. Disruptions to our distribution operations could adversely affect our ability to deliver our products to consumers and customers.
4. Volatility in the cost or availability of raw materials and other inputs for our products, including due to military conflicts, has adversely affected, and could in the future continue to adversely affect us.
5. If we are unable to accurately forecast demand for our products, we could be adversely affected.
6. We may not fully realize the expected cost savings and/or operating efficiencies associated with our restructuring programs or our strategic initiatives, which could adversely affect us.reworded
7. An information security incident, including a cybersecurity breach, or the failure of an information technology or operational technology system owned or operated by us or a third party, could adversely affect us.Cybersecurity
8. Our business depends on our ability to attract and retain talented, highly skilled employees who represent our consumers and on the succession of our senior management.reworded
9. Labor disputes, strikes, work stoppages, or other labor relations matters could adversely affect us.
10. Climate change, or legal, regulatory, or market measures to address climate change, could adversely affect us.
11. Increasing scrutiny, emerging legal requirements, and rapidly evolving expectations from stakeholders regarding sustainability matters could adversely affect us.reworded
12. Insurance coverage, even where available, may not be sufficient to cover losses we may incur.
13. Significant product returns or refunds could adversely affect us.

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1. We are subject to a broad range of laws and regulations in the United States and globally, and compliance with or enforcement actions related to these laws and regulations could adversely affect us.reworded
2. We are, and could become, subject to significant legal proceedings and governmental or regulatory investigations that may result in significant expenses, fines, and reputational damage.reworded
3. Concerns about the reliability, safety, or efficacy of our products or their ingredients could result in litigation, regulatory action, reputational damage, product recalls, product reformulations, or product withdrawals, which could adversely affect us.
4. We may not be able to successfully establish, maintain, protect, and enforce intellectual property rights that are, in the aggregate, material to our business.
5. A breach of privacy laws or unauthorized access, loss, or misuse of personal data could adversely affect us.
6. Our extensive operations and business activity throughout the world expose us to a variety of laws and regulations related to anti-corruption and human rights, and the impact of any obligations related to these laws and regulations could adversely affect us.
7. We are subject to a broad range of environmental, health, and safety laws and regulations, and the impact of any obligations under these laws and regulations could adversely affect us.
8. Changes in tax laws or exposures to additional tax liabilities could adversely affect us.

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1. We face a variety of risks associated with conducting business around the world, including foreign currency fluctuations, and these risks will increase as we continue to expand our global operations.
2. Acts of war, military actions, terrorist attacks, or civil unrest could adversely affect us.
3. Uncertain or unfavorable economic or market conditions could adversely affect us.
4. Impairment of our goodwill and other intangible assets would result in a reduction in net income.
5. Changes to our credit ratings or disruptions in credit markets or to our banking partners may reduce our access to credit or overall liquidity.

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1. Our historical financial information included herein may not necessarily reflect the results that we would have achieved as an independent, publicly traded company or may not be a reliable indicator of our future results.
2. We may not achieve some or all of the expected benefits of the Separation, and the Separation could adversely affect us.
3. Our continued use of legacy J&J branding, including the “Johnson’s®” brand, could adversely affect our reputation.new
4. We have incurred and continue to incur charges in connection with the Separation and incremental costs as an independent, publicly traded company.reworded
5. The transfer of certain assets and liabilities from J&J to us contemplated by the Separation has not been completed and may be significantly delayed or not occur at all.
6. The transfer of certain contracts and other assets and rights from J&J to us may require the consents or approvals of third parties and governmental authorities, and failure to obtain these consents or approvals could adversely affect us.
7. J&J may fail to perform under the Transition Agreements, or we may fail to have replacement arrangements in place when these agreements expire.
8. Potential indemnification obligations to J&J in connection with the Separation could adversely affect us.
9. In connection with the Separation, J&J agreed to indemnify us for certain liabilities. However, we cannot assure you that the indemnity will be sufficient to protect us against the full amount of such liabilities or that J&J’s ability to satisfy its indemnification obligation will not be impaired in the future.
10. We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with J&J.

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1. The stock price of our common stock may fluctuate significantly, and you could lose all or part of your investment in our common stock as a result.
2. If we are unable to maintain effective internal control over financial reporting in the future, investors could lose confidence in the accuracy and completeness of our financial reports and the market price of shares of our common stock could be adversely affected.reworded
3. The obligations associated with being an independent, publicly traded company require significant resources and management attention.
4. Your percentage ownership in us may be diluted in the future.
5. We have debt obligations that could adversely affect us.
6. We are a holding company and our only material assets are our equity interests in our subsidiaries. As a consequence, we depend on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations.
7. We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends.
8. If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could be adversely affected, resulting in a decrease in the market price of shares of our common stock.
9. Our amended and restated Certificate of Incorporation provides exclusive forum provisions, which could limit our shareholders’ abilities to obtain a favorable judicial forum and may impose additional costs on shareholders in pursuing certain claims against us and discourage lawsuits with respect to such claims.new

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Headings in the FY2024 10-K with no match this year.

1. We have pursued, and expect to continue to pursue, acquisitions and divestitures, which exposes us to additional risks that could adversely affect us.
2. Our rebranding strategy in connection with the Separation involves substantial costs and may not produce the intended benefits if it is not favorably received by our consumers, customers, or third-party partners. In addition, our continued use of legacy J&J branding, including the “Johnson’s®” brand, could adversely affect our reputation.
3. We may be affected by significant restrictions, including on our ability to engage in certain corporate transactions, for a two-year period after the Exchange Offer, in order to avoid triggering significant tax-related liabilities.
4. We cannot be certain that an active trading market for our common stock will be sustained.
5. Certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.