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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 6, 2024
Kenvue Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-41697 | 88-1032011 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 199 Grandview Road Skillman, New Jersey | | 08558 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (908)-874-1200
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | KVUE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On August 6, 2024, Kenvue Inc. (“Kenvue” or the “Company”) issued the attached press release (Exhibit 99.1) announcing its financial results for the fiscal second quarter ended June 30, 2024.
The information contained under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| | |
| 99.1 | | |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| KENVUE INC. |
Date: August 6, 2024 | | | By: | /s/ Paul Ruh |
| | | | | Name:
Title: | Paul Ruh
Chief Financial Officer |
Kenvue Reports Second Quarter 2024 Results
•Net Sales of $4.0 Billion decreased 0.3%; Organic Growth1 was +1.5%
•Diluted EPS was $0.03; Adjusted Diluted EPS1 was $0.32
•Productivity gains fuels accelerated investment in brands for future growth
•Reaffirms Outlook for FY24 Net Sales Growth and Adjusted Diluted EPS
SKILLMAN, N.J. August 6, 2024 – Kenvue Inc. (NYSE: KVUE) (“Kenvue”), today announced financial results for the fiscal second quarter ended June 30, 2024.
“We are on track to deliver the financial targets we set for 2024, and while we are in the early days, our work to transform Kenvue into a bolder, more agile organization focused on profitable growth is producing results,” said Thibaut Mongon, Chief Executive Officer. “With the progress we have made in the first half of the year to increase productivity and free up resources, we are accelerating investment behind our global portfolio of iconic brands to reach more consumers and deliver on our long-term value creation algorithm.”
Second Quarter 2024 Financial Results
Net Sales and Organic Growth
Second quarter Net sales decreased 0.3% following a 5.4% increase in the prior year period. Organic growth1 was 1.5% over 7.7% Organic growth in the prior year period. Organic growth was comprised of 2.1% value realization (price and mix) and (0.6)% volume.
Value realization was driven by a combination of both carry-over pricing and new price actions. The slight volume declines were driven primarily by Skin Health and Beauty and Self Care, partially offset by growth in Essential Health.
Gross Profit Margin and Operating Income Margin
Second quarter Gross profit margin expanded 360 basis points to 59.1% from 55.5% in the prior year period. Adjusted gross profit margin1 expanded 410 basis points to 61.6% from 57.5% in the prior year
period. The year-over-year improvement primarily reflects productivity gains attributable to our global supply chain efficiency initiatives, including commodity pricing, and to value realization.
Second quarter Operating income margin was 3.9% vs 17.5% in the prior year period. Charges related to Dr.Ci:Labo® asset impairment (see details below), brand investment, and restructuring charges, were partially offset by efficiency gains.
Second quarter Adjusted operating income margin1 was 22.8% vs 23.1% in the prior year period as significant year-over-year Gross margin expansion was more than offset by increased brand investment.
Interest expense, net and Taxes
Second quarter Interest expense, net was $92 million.
The second quarter Effective tax rate was 10.8% vs 32.7% in the prior year period, driven by the reversal of a deferred tax liability related to the Dr.Ci:Labo® non-cash asset impairment. The Adjusted effective tax rate1 was 25.7% vs. 30.8% in the prior year period, primarily due to the remeasurement of state deferred taxes.
Net income per share (“Earnings per share”)
Second quarter Diluted earnings per share was $0.03 vs. $0.23 in the prior year period and Adjusted diluted earnings per share1 was $0.32 vs. $0.31 in the prior year period. The Diluted earnings per share decline was primarily due to the aforementioned asset impairment charge. Adjusted diluted earnings per share was slightly higher year-over-year as profit growth and normalizing taxes were offset by accelerated investment in our brands and an increase in weighted average share count.
Long-Lived Asset Impairment Charge
In the second quarter, the Company took a non-cash charge of $488 million ($337 million after-tax) to adjust the carrying value of long-lived assets related to the Dr.Ci:Labo® business. The impairment was a result of updates in our strategy to reach more consumers and appropriately address evolving market dynamics, including shifts in consumer sentiment in China as well as changing shopping patterns in the region. The Company continues to believe in the strength of the brand and is investing in its long-term growth opportunities.
2024 Outlook
Based on current spot rates, the Company reaffirms its outlook for 2024, including Net sales growth of 1.0%-3.0% (2.0%-4.0% Organic growth), and Adjusted diluted earnings per share in the range of $1.10-$1.20.
Kenvue is not able to provide the most directly comparable GAAP measures or reconcile Adjusted diluted earnings per share or Organic growth 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.
Webcast Information
As previously announced, Kenvue will host a conference call with investors to discuss its second quarter results on Tuesday, August 6, 2024 at 8:30 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.
About Kenvue
Kenvue 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 believe in the extraordinary power of everyday care and 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.
.
1Non-GAAP Financial Measures
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 the non-GAAP measure EBITDA as U.S. GAAP Net income adjusted for interest, provision for taxes, and depreciation and amortization. We define Adjusted EBITDA, another non-GAAP financial measure, 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”), litigation expense, and losses on investments. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of 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, restructuring expenses and operating model optimization initiatives, Separation-related costs, conversion of stock-based awards, Founder Shares, impairment charges other than the Dr.Ci:Labo® asset impairment, litigation expense, losses on investments, and interest income from a related party note.
We also exclude taxes related to the Deferred Markets, taxes related to the Dr.Ci:Labo® asset impairment charges, certain one-time tax only adjustments which includes the removal of tax effects from the carve-out methodology and the impact of the interest expense from the debt issuance, which reduced the Company’s capacity to utilize foreign tax credits against U.S. foreign source income. 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 as U.S. GAAP Gross profit margin adjusted for amortization, 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, 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, litigation expense, losses on investments, interest income from a related party note, 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, 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, and litigation expense. 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 as Adjusted operating income as a percentage of 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 growth: We define Organic growth as the period-over-period change in U.S. GAAP Net sales excluding the impact of changes in foreign currency exchange rates and the impact of acquisitions and divestitures. Management believes Organic growth 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.
The non-GAAP measures as presented herein have been prepared as if our operations had been conducted independently from Johnson & Johnson prior to May 4, 2023, the date Kenvue’s common stock began trading on the New York Stock Exchange, and therefore they include certain Johnson & Johnson corporate and shared costs allocated to us. Management believes the cost allocations are a reasonable reflection of the utilization of services provided to, or the benefit derived by, us during the periods presented, though the allocations may not be indicative of the actual costs that would have been incurred if we had been operating as a standalone company.
Cautions Concerning Forward-Looking Statements
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; economic factors, such as interest rate and currency exchange rate fluctuations; 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 access capital markets and maintain satisfactory credit ratings, 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 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 (including the Russia-Ukraine War and conflicts in the Middle East) 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q and other filings, available at www.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.
Contacts
Investor Relations:
Jim Giannakouros, CFA
Kenvue_IR@kenvue.com
Media Relations:
Melissa Witt
media@kenvue.com
Kenvue Inc.
Condensed Consolidated Statement of Operations
(Unaudited; In Millions Except Per Share Data)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended | | Fiscal Six Months Ended |
| June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
| Net sales | $ | 4,000 | | | $ | 4,011 | | | $ | 7,894 | | | $ | 7,863 | |
| Cost of sales | 1,635 | | | 1,786 | | | 3,287 | | | 3,513 | |
| Gross profit | 2,365 | | — | | 2,225 | | | 4,607 | | | 4,350 | |
| Selling, general and administrative expenses | 1,641 | | | 1,522 | | | 3,214 | | | 3,024 | |
| Restructuring expenses | 48 | | | — | | | 89 | | | — | |
| Impairment charges | 510 | | | — | | | 578 | | | — | |
| Other operating expense (income), net | 12 | | | 1 | | | 22 | | | (16) | |
| Operating income | 154 | | | 702 | | | 704 | | | 1,342 | |
| Other (income) expense, net | (3) | | | 10 | | | 25 | | | 40 | |
| Interest expense, net | 92 | | | 53 | | | 187 | | | 54 | |
| Income before taxes | 65 | | | 639 | | | 492 | | | 1,248 | |
| Provision for taxes | 7 | | | 209 | | | 138 | | | 349 | |
| Net income | $ | 58 | | | $ | 430 | | | $ | 354 | | | $ | 899 | |
| | | | | | | |
| Net income per share | | | | | | | |
| Basic | $ | 0.03 | | | $ | 0.23 | | | $ | 0.18 | | | $ | 0.51 | |
| Diluted | $ | 0.03 | | | $ | 0.23 | | | $ | 0.18 | | | $ | 0.51 | |
| Weighted average number of shares outstanding | | | | | | | |
| Basic | 1,915 | | | 1,838 | | | 1,915 | | | 1,777 | |
| Diluted | 1,920 | | | 1,838 | | | 1,920 | | | 1,777 | |
Non-GAAP Financial Information
Organic Growth
The following tables present a reconciliation of the change in Net sales, as reported, to Organic growth for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Three Months Ended June 30, 2024 vs July 2, 2023(1) |
| Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| (Unaudited; Dollars in Millions) | Amount | | Percent | | Amount | | Amount | | Percent |
| Self Care | $ | (26) | | | (1.6) | % | | $ | (22) | | | $ | (4) | | | (0.2) | % |
| Skin Health and Beauty | (44) | | | (3.8) | | | (17) | | | (27) | | | (2.4) | |
| Essential Health | 59 | | | 4.9 | | | (33) | | | 92 | | | 7.6 | |
Total | $ | (11) | | $ | — | | (0.3) | % | $ | — | | $ | (72) | | | $ | 61 | | | 1.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Three Months Ended June 30, 2024 vs July 2, 2023(1) |
| (Unaudited) | Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| | Price/Mix(3) | | Volume |
| Self Care | (1.6) | % | | (1.4) | % | | 1.1 | % | | (1.3) | % |
| Skin Health and Beauty | (3.8) | | | (1.4) | | | 1.5 | | | (3.9) | |
| Essential Health | 4.9 | | | (2.7) | | | 4.1 | | | 3.5 | |
Total | (0.3) | % | | (1.8) | % | | 2.1 | % | | (0.6) | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Three Months Ended July 2, 2023 vs July 3, 2022(1) |
| Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| (Unaudited; Dollars in Millions) | Amount | | Percent | | Amount | | Amount | | Percent |
| Self Care | $ | 180 | | | 12.2 | % | | $ | (30) | | | $ | 210 | | | 14.2 | % |
| Skin Health and Beauty | 21 | | | 1.9 | | | (17) | | | 38 | | | 3.4 | |
| Essential Health | 6 | | | 0.5 | | | (40) | | | 46 | | | 3.8 | |
Total | $ | 207 | | | 5.4 | % | | $ | (87) | | | $ | 294 | | | 7.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Three Months Ended July 2, 2023 vs July 3, 2022(1) |
| (Unaudited) | Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| | Price/Mix(3) | | Volume |
| Self Care | 12.2 | % | | (2.0) | % | | 10.6 | % | | 3.6 | % |
| Skin Health and Beauty | 1.9 | | | (1.5) | | | 6.6 | | | (3.2) | |
| Essential Health | 0.5 | | | (3.3) | | | 10.7 | | | (6.9) | |
Total | 5.4 | % | | (2.3) | % | — | % | 9.4 | % | — | % | (1.7) | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Six Months Ended June 30, 2024 vs July 2, 2023(1) |
| Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| (Unaudited; Dollars in Millions) | Amount | | Percent | | Amount | | Amount | | Percent |
| Self Care | $ | 32 | | | 1.0 | % | | $ | (33) | | | $ | 65 | | | 2.0 | % |
| Skin Health and Beauty | (101) | | | (4.5) | | | (24) | | | (77) | | | (3.4) | |
| Essential Health | 100 | | | 4.3 | | | (46) | | | 146 | | | 6.3 | |
Total | $ | 31 | | $ | — | | 0.4 | % | $ | — | | $ | (103) | | | $ | 134 | | | 1.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Six Months Ended June 30, 2024 vs July 2, 2023(1) |
| (Unaudited) | Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| | Price/Mix(3) | | Volume |
| Self Care | 1.0 | % | | (1.0) | % | | 3.4 | % | | (1.4) | % |
| Skin Health and Beauty | (4.5) | | | (1.1) | | | 1.9 | | | (5.3) | |
| Essential Health | 4.3 | | | (2.0) | | | 5.4 | | | 0.9 | |
Total | 0.4 | % | | (1.3) | % | | 3.5 | % | | (1.8) | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Six Months Ended July 2, 2023 vs July 3, 2022(1) |
| Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| (Unaudited; Dollars in Millions) | Amount | | Percent | | Amount | | Amount | | Percent |
| Self Care | $ | 355 | | | 12.1 | % | | $ | (80) | | | $ | 435 | | | 14.8 | % |
| Skin Health and Beauty | 120 | | | 5.6 | | | (52) | | | 172 | | | 8.0 | |
| Essential Health | (6) | | | (0.3) | | | (97) | | | 91 | | | 3.9 | |
Total | $ | 469 | | | 6.3 | % | | $ | (229) | | | $ | 698 | | | 9.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Six Months Ended July 2, 2023 vs July 3, 2022(1)) |
| (Unaudited) | Reported Net sales change | | Impact of foreign currency | | Organic growth(2) |
| | Price/Mix(3) | | Volume |
| Self Care | 12.1 | % | | (2.7) | % | | 9.4 | % | | 5.3 | % |
| Skin Health and Beauty | 5.6 | | | (2.4) | | | 7.6 | | | 0.4 | |
| Essential Health | (0.3) | | | (4.2) | | | 10.1 | | | (6.1) | |
Total | 6.3 | % | | (3.1) | % | — | % | 9.1 | % | — | % | 0.3 | % |
(1) Acquisitions and divestitures did not materially impact the reported Net sales change.
(2) Non-GAAP financial measure. Excludes the impact of foreign currency exchange and the impact of Acquisitions and divestitures.
(3) Price/Mix reflects value realization.
Total Segment Net Sales and Adjusted Operating Income
Segment Net sales and Adjusted operating income for the periods presented were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net Sales |
| | Fiscal Three Months Ended | | Fiscal Six Months Ended |
| (Unaudited; Dollars in Millions) | | June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
| Self Care | | $ | 1,635 | | | $ | 1,661 | | | $ | 3,333 | | | $ | 3,301 | |
| Skin Health and Beauty | | 1,103 | | | 1,147 | | | 2,157 | | | 2,258 | |
| Essential Health | | 1,262 | | | 1,203 | | | 2,404 | | | 2,304 | |
| Total segment net sales | | $ | 4,000 | | | $ | 4,011 | | | $ | 7,894 | | | $ | 7,863 | |
| | | | | | | | |
| | Adjusted Operating Income |
| | Fiscal Three Months Ended | | Fiscal Six Months Ended |
| (Unaudited; Dollars in Millions) | | June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
| Self Care Adjusted operating income | | $ | 534 | | | $ | 576 | | | $ | 1,135 | | | $ | 1,158 | |
| Skin Health and Beauty Adjusted operating income | | 165 | | | 201 | | | 311 | | | 350 | |
| Essential Health Adjusted operating income | | 359 | | | 250 | | | 623 | | | 461 | |
Total(1) | | $ | 1,058 | | | $ | 1,027 | | | $ | 2,069 | | | $ | 1,969 | |
| Depreciation | | (69) | | | (68) | | | (144) | | | (139) | |
| General corporate/unallocated expenses | | (89) | | | (74) | | | (176) | | | (143) | |
| Other operating (expense) income, net | | (12) | | | (1) | | | (22) | | | 16 | |
Other—impact of Deferred Markets(2) | | 23 | | | 21 | | | 39 | | | 21 | |
| Litigation expense | | — | | | 20 | | | — | | | 20 | |
Adjusted operating income (non-GAAP) | | $ | 911 | | | $ | 925 | | | $ | 1,766 | | | $ | 1,744 | |
| Reconciliation to Income before taxes: | | | | | | | | |
| Amortization | | 72 | | | 80 | | | 146 | | | 161 | |
Separation-related costs(3) | | 79 | | | 102 | | | 146 | | | 200 | |
| Restructuring and operating model optimization initiatives | | 58 | | | — | | | 108 | | | — | |
| Conversion of stock-based awards | | 6 | | | — | | | 28 | | | — | |
Other—impact of Deferred Markets(2) | | 23 | | | 21 | | | 39 | | | 21 | |
| Founder Shares | | 9 | | | — | | | 17 | | | — | |
| Litigation expense | | — | | | 20 | | | — | | | 20 | |
| Impairment charges | | 510 | | | — | | | 578 | | | — | |
| Operating income | | $ | 154 | | | $ | 702 | | | $ | 704 | | | $ | 1,342 | |
| Other (income) expense, net | | (3) | | | 10 | | | 25 | | | 40 | |
| Interest expense, net | | 92 | | | 53 | | | 187 | | | 54 | |
| Income before taxes | | $ | 65 | | | $ | 639 | | | $ | 492 | | | $ | 1,248 | |
| | | | | | | | |
(1) For the second fiscal quarter of 2024, the Company adjusted the allocation for certain Research & development costs within Selling, general, and administrative expenses to align with segment financial results as measured by the Company, including the chief operating decision maker (the “CODM”). Accordingly, the Company has updated its segment disclosures to reflect the updated presentation in all prior periods. Total Adjusted operating income did not change as a result of this update.
(2) Includes the provision for taxes and minority interest expense related to Deferred Markets recognized within Other operating expense (income), net, which are payable to Johnson & Johnson through interim agreements until these Deferred Markets can be transferred to the Company. Deferred Markets are local businesses in certain non-U.S. jurisdictions in which the transfer from Johnson & Johnson of certain assets and liabilities were deferred in order to ensure compliance with applicable law, to obtain necessary governmental approvals and other consents, and for other business reasons.
(3) Costs incurred in connection with our establishment as a standalone public company are defined as “Separation-related costs.”
The following tables present reconciliations of GAAP to Non-GAAP for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended June 30, 2024 |
| (Unaudited; Dollars in Millions) | | As Reported | | | | Adjustments | | Reference | | | | As Adjusted |
| Net sales | | $ | 4,000 | | | | — | | | | | | | $ | 4,000 |
| | | | | | | | | | | | |
| Gross profit | | $ | 2,365 | | | | 99 | | | (a) | | | | $ | 2,464 |
| Gross profit margin | | 59.1 | % | | | | | | | | | | 61.6 | % |
| | | | | | | | | | | | |
| Operating income | | $ | 154 | | | | | 757 | | | (a)-(d) | | | | $ | 911 | |
| Operating income margin | | 3.9 | % | | | | | | | | | | 22.8 | % |
| | | | | | | | | | | | |
| Net Income | | $ | 58 | | | | 553 | | | (a)-(e) | | | | $ | 611 |
| Net income margin | | 1.5 | % | | | | | | | | | | 15.3 | % |
| Interest expense, net | | $ | 92 | | | | | | | | | | | |
| Provision for taxes | | $ | 7 | | | | | | | | | | | |
| Depreciation and amortization | | $ | 141 | | | | | | | | | | | |
| EBITDA (non-GAAP) | | $ | 298 | | | | | 685 | | | (b)-(d), (f) | | | | $ | 983 | |
| EBITDA margin | | 7.5 | % | | | | | | | | | | 24.6 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Detail of Adjustments | | | | | | | | | | | | |
| | Cost of sales | | SG&A/Restructuring expenses | | Impairment charges | | Other operating expense (income), net | | Provision for taxes | | Total |
| Amortization | | $ | 72 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 72 |
| Restructuring expenses | | — | | 48 | | — | | — | | — | | 48 |
| Operating model optimization initiatives | | 9 | | 1 | | — | | — | | — | | 10 |
| Separation-related costs (including conversion of stock-based awards and Founder Shares) | | 18 | | 76 | | — | | — | | — | | 94 |
| Impairment charges | | — | | — | | 510 | | — | | (151) | | 359 |
| Impact of Deferred Markets—minority interest expense | | — | | — | | — | | 9 | | — | | 9 |
| Impact of Deferred Markets—provision for taxes | | — | | — | | — | | 14 | | (14) | | — |
| Tax impact on special item adjustments | | — | | — | | — | | — | | (39) | | (39) |
| Total | | $ | 99 | | $ | 125 | | $ | 510 | | $ | 23 | | $ | (204) | | $ | 553 |
| | (a) | | (b) | | (c) | | (d) | | (e) | | |
| Cost of sales less amortization | | $ | 27 | | | | | | | | | | | |
| | (f) | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended July 2, 2023 | | |
| (Unaudited; Dollars in Millions) | | As Reported | | | | Adjustments | | Reference | | | | As Adjusted |
| Net sales | | $ | 4,011 | | | | | — | | | | | | | $ | 4,011 |
| | | | | | | | | | | | |
| Gross profit | | $ | 2,225 | | | | | 80 | | | (a) | | | | $ | 2,305 |
| Gross profit margin | | 55.5 | % | | | | | | | | | | 57.5% |
| | | | | | | | | | | | |
| Operating income | | $ | 702 | | | | | 223 | | | (a)-(c) | | | | $ | 925 |
| Operating income margin | | 17.5 | % | | | | | | | | | | 23.1% |
| | | | | | | | | | | | |
| Net Income | | $ | 430 | | | | | 144 | | | (a)-(e) | | | | $ | 574 |
| Net income margin | | 10.7 | % | | | | | | | | | | 14.3% |
| Interest expense, net | | $ | 53 | | | | | | | | | | | |
| Provision for taxes | | $ | 209 | | | | | | | | | | | |
| Depreciation and amortization | | $ | 148 | | | | | | | | | | | |
| EBITDA (non-GAAP) | | $ | 840 | | | | | 143 | | | (b)-(c) | | | | $ | 983 |
| EBITDA margin | | 20.9 | % | | | | | | | | | | 24.5% |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Detail of Adjustments | | | | | | | | | | | | |
| | Cost of sales | | SG&A/Restructuring expenses | | Other operating expense (income), net | | Interest expense, net | | Provision for taxes | | Total |
| Amortization | | $ | 80 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 80 |
Separation-related costs | | — | | | 102 | | | — | | | — | | | — | | | 102 |
| Impact of Deferred Markets—minority interest expense | | — | | | — | | | 6 | | | — | | | — | | | 6 |
| Impact of Deferred Markets—provision for taxes | | — | | | — | | | 15 | | | — | | | (15) | | | — |
| Litigation expense | | — | | | — | | | 20 | | | — | | | — | | | 20 |
| Interest income from related party note | | — | | | — | | | — | | | (33) | | | — | | | (33) |
| Tax impact on special item adjustments | | — | | | — | | | — | | | — | | | (31) | | | (31) |
| Total | | $ | 80 | | | $ | 102 | | | $ | 41 | | | $ | (33) | | | $ | (46) | | | $ | 144 | |
| | (a) | | (b) | | (c) | | (d) | | (e) | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Six Months Ended June 30, 2024 |
| (Unaudited; Dollars in Millions) | | As Reported | | | | Adjustments | | Reference | | | | As Adjusted |
| Net sales | | $ | 7,894 | | | | — | | | | | | | $ | 7,894 |
| | | | | | | | | | | | |
| Gross profit | | $ | 4,607 | | | | 202 | | | (a) | | | | $ | 4,809 |
| Gross profit margin | | 58.4 | % | | | | | | | | | | 60.9 | % |
| | | | | | | | | | | | |
| Operating income | | $ | 704 | | | | 1,062 | | | (a)-(d) | | | | $ | 1,766 |
| Operating income margin | | 8.9 | % | | | | | | | | | | 22.4 | % |
| | | | | | | | | | | | |
| Net Income | | $ | 354 | | | | 804 | | | (a)-(f) | | | | $ | 1,158 |
| Net income margin | | 4.5 | % | | | | | | | | | | 14.7 | % |
| Interest expense, net | | $ | 187 | | | | | | | | | | | |
| Provision for taxes | | $ | 138 | | | | | | | | | | | |
| Depreciation and amortization | | $ | 290 | | | | | | | | | | | |
| EBITDA (non-GAAP) | | $ | 969 | | | | 947 | | | (b)-(e), (g) | | | | $ | 1,916 |
| EBITDA margin | | 12.3 | % | | | | | | | | | | 24.3 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Detail of Adjustments | | | | | | | | | | | | | | |
| | Cost of sales | | SG&A/Restructuring expenses | | Impairment charges | | Other operating expense (income), net | | Other (income) expense, net | | Provision for taxes | | Total |
| Amortization | | $ | 146 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 146 |
| Restructuring expenses | | — | | 89 | | — | | — | | — | | — | | 89 |
| Operating model optimization initiatives | | 15 | | 4 | | — | | — | | — | | — | | 19 |
| Separation-related costs (including conversion of stock-based awards and Founder Shares) | | 41 | | 150 | | — | | — | | — | | — | | 191 |
| Impairment charges | | — | | — | | 578 | | — | | — | | (151) | | 427 |
| Impact of Deferred Markets—minority interest expense | | — | | — | | — | | 16 | | — | | — | | 16 |
| Impact of Deferred Markets—provision for taxes | | — | | — | | — | | 23 | | — | | (23) | | — |
| Losses on investments | | — | | — | | — | | — | | 31 | | — | | 31 |
| Tax impact on special item adjustments | | — | | — | | — | | — | | — | | (115) | | (115) |
| Total | | $ | 202 | | $ | 243 | | $ | 578 | | $ | 39 | | $ | 31 | | $ | (289) | | $ | 804 |
| | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | |
| Cost of sales less amortization | | $ | 56 | | | | | | | | | | | | | |
| | (g) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Six Months Ended July 2, 2023 |
| (Unaudited; Dollars in Millions) | | As Reported | | | | Adjustments | | Reference | | | | As Adjusted |
| Net sales | | $ | 7,863 | | | | | — | | | | | | | $ | 7,863 |
| | | | | | | | | | | | |
| Gross profit | | $ | 4,350 | | | | | 161 | | | (a) | | | | $ | 4,511 |
| Gross profit margin | | 55.3 | % | | | | | | | | | | 57.4% |
| | | | | | | | | | | | |
| Operating income | | $ | 1,342 | | | | | 402 | | | (a)-(c) | | | | $ | 1,744 |
| Operating income margin | | 17.1 | % | | | | | | | | | | 22.2% |
| | | | | | | | | | | | |
| Net Income | | $ | 899 | | | | | 308 | | | (a)-(f) | | | | $ | 1,207 |
| Net income margin | | 11.4 | % | | | | | | | | | | 15.4% |
| Interest expense, net | | $ | 54 | | | | | | | | | | | |
| Provision for taxes | | $ | 349 | | | | | | | | | | | |
| Depreciation and amortization | | $ | 300 | | | | | | | | | | | |
| EBITDA (non-GAAP) | | $ | 1,602 | | | | | 248 | | | (b)-(d) | | | | $ | 1,850 |
| EBITDA margin | | 20.4 | % | | | | | | | | | | 23.5% |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Detail of Adjustments | | | | | | | | | | | | | | |
| | Cost of sales | | SG&A/Restructuring expenses | | Other operating expense (income), net | | Other (income) expense, net | | Interest expense, net | | Provision for taxes | | Total |
| Amortization | | $ | 161 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 161 |
Separation-related costs | | — | | | 200 | | | — | | | — | | | — | | | — | | | 200 | |
| Impact of Deferred Markets—minority interest expense | | — | | | — | | | 6 | | | — | | | — | | | — | | | 6 | |
| Impact of Deferred Markets—provision for taxes | | — | | | — | | | 15 | | | — | | | — | | | (15) | | | — | |
| Litigation expense | | — | | | — | | | 20 | | | — | | | — | | | — | | | 20 | |
| Losses on investments | | — | | | — | | | — | | | 7 | | | — | | | — | | | 7 | |
| Interest income from related party note | | — | | | — | | | — | | | — | | | (33) | | | — | | | (33) | |
| Tax impact on special item adjustments | | — | | | — | | | — | | | — | | | — | | | (53) | | | (53) | |
| Total | | $ | 161 | $ | — | $ | 200 | $ | — | $ | 41 | $ | — | $ | 7 | $ | — | $ | (33) | $ | — | $ | (68) | | $ | 308 |
| | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following tables present reconciliations of the Effective tax rate, as reported, to Adjusted effective tax rate for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended | | Fiscal Six Months Ended |
| (Unaudited) | | June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
| Effective tax rate | | 10.8 | % | | 32.7 | % | | 28.0 | % | | 28.0 | % |
| Adjustments: | | | | | | | | |
| Tax-effect on special item adjustments | | (2.9) | | | (10.6) | | | (3.1) | | | (2.4) | |
Dr.Ci:Labo® Impairment | | 17.3 | | | — | | | 1.4 | | | — | |
| Removal of tax benefits from carve out methodology | | — | | | 6.8 | | | — | | | 3.5 | |
| Taxes related to Deferred Markets | | 0.5 | | | 1.8 | | | 0.5 | | | 0.9 | |
| Valuation allowance on foreign tax credits due to interest expense | | — | | | — | | | — | | | (4.3) | |
| Other | | — | | | 0.1 | | | 0.1 | | | — | |
| Adjusted Effective tax rate (non-GAAP) | | 25.7 | % | | 30.8 | % | | 26.9 | % | | 25.7 | % |
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 2024:
| | | | | | | | |
| | Fiscal Year 2024 |
| (Unaudited) | | Forecast |
| Effective tax rate | | 26.5% - 27.5% |
| Adjustments: | | |
| Tax-effect on special item adjustments | | (1.5) |
| | |
| Taxes related to Deferred Markets | | 0.5 |
| | |
| | |
| Adjusted Effective tax rate (non-GAAP) | | 25.5% - 26.5% |
The following table presents a reconciliation of Diluted earnings per share, as reported, to Adjusted diluted earnings per share for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended | | Fiscal Six Months Ended | |
| (Unaudited) | | June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 | |
| Diluted earnings per share | | $ | 0.03 | | | $ | 0.23 | | | $ | 0.18 | | | $ | 0.51 | | |
| Adjustments: | | | | | | | | | |
| Separation-related costs | | 0.04 | | | 0.06 | | | 0.08 | | | 0.11 | | |
| Restructuring and operating model optimization initiatives | | 0.03 | | | — | | | 0.06 | | | — | | |
| Impairment charges | | 0.27 | | | — | | | 0.30 | | | — | | |
| Amortization | | 0.04 | | | 0.04 | | | 0.08 | | | 0.09 | | |
| Losses on investments | | — | | | — | | | 0.02 | | | — | | |
| Interest income from related party note | | — | | | (0.02) | | | — | | | (0.02) | | |
| Tax impact on special item adjustments | | (0.10) | | | (0.02) | | | (0.14) | | | (0.03) | | |
| Other | | 0.01 | | | 0.02 | | | 0.02 | | | 0.02 | | |
| | | | | | | | | |
| Adjusted diluted earnings per share (non-GAAP) | | $ | 0.32 | | $ | — | | $ | 0.31 | | | $ | 0.60 | | | $ | 0.68 | | |
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:
| | | | | | | | | | | | | | |
| | Fiscal Six Months Ended |
(Unaudited; Dollars in Billions) | | June 30, 2024 | | July 2, 2023 |
| Net cash flows from operating activities | | $ | 0.7 | | | $ | 1.5 | |
| Purchases of property, plant, and equipment | | (0.2) | | | (0.1) | |
Free cash flow (non-GAAP) | | $ | 0.5 | | | $ | 1.4 | |
Other Supplemental Financial Information
The following table presents the Company’s Net sales by Geographic Region for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended | | Fiscal Six Months Ended |
| (Unaudited; Dollars in Millions) | | June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
| Net sales by geographic region | | | | | | | | |
| North America | | $ | 2,020 | | | $ | 2,028 | | | $ | 3,893 | | | $ | 3,969 | |
| Europe, Middle East and Africa | | 878 | | | 864 | | | 1,783 | | | 1,702 | |
| Asia Pacific | | 780 | | | 781 | | | 1,546 | | | 1,549 | |
| Latin America | | 322 | | | 338 | | | 672 | | | 643 | |
| Total Net sales by geographic region | | $ | 4,000 | | | $ | 4,011 | | | $ | 7,894 | | | $ | 7,863 | |
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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended | | Fiscal Six Months Ended |
| (Unaudited; Dollars in Millions) | | June 30, 2024 | | July 2, 2023 | | June 30, 2024 | | July 2, 2023 |
| Research & Development | | $ | 105 | | | $ | 99 | | | $ | 205 | | | $ | 188 | |
The following table presents the Company’s Cash and cash equivalents, Total debt and Net debt balance as of the periods presented:
| | | | | | | | | | | | | | |
| (Unaudited; Dollars in Billions) | | June 30, 2024 | | December 31, 2023 |
| Cash and cash equivalents | | $ | 1.0 | | | $ | 1.4 | |
| Total debt | | (8.5) | | | (8.3) | |
| Net debt | | $ | (7.5) | | | $ | (6.9) | |
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xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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-Section 13e
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| Namespace Prefix: |
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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-Section 14d
-Subsection 2b
| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
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| Period Type: |
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| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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| Namespace Prefix: |
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| Period Type: |
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| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
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| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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