Kimberly-Clark · 10-Q · Item 2 MD&A

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction

This Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations is intended to provide investors with an understanding of our recent performance, financial condition, cash flows and future prospects. The following MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and the Unaudited Interim Condensed Consolidated Financial Statements and related notes contained in this Quarterly Report on Form 10-Q. Our analysis compares results for the three and six months ended June 30, 2026 to the same periods in 2025. As discussed in the Notes to the Unaudited Interim Condensed Consolidated Financial Statements, the results and related assets and liabilities of the IFP Business are reported as discontinued operations.

As a result, unless specifically stated, all discussions included below reflect continuing operations for all periods presented. Any reference to "N.M." indicates the calculation is not meaningful. Amounts are reported in millions of dollars, except per share amounts, unless otherwise noted. The following will be discussed and analyzed:

•Overview of Business and Recent Developments

•Results of Operations

•Liquidity and Capital Resources

Throughout this MD&A, we refer to financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. ("GAAP"), and are therefore referred to as non-GAAP financial measures. We believe these measures provide our investors with additional information about our underlying results and trends, as well as insight to some of the financial measures used to evaluate management. For additional information and reconciliations to the most closely comparable financial measures presented in our Unaudited Interim Condensed Consolidated Financial Statements, which are calculated in accordance with GAAP, see "Summary of Non-GAAP Financial Measures" below.

Overview of Business and Recent Developments

We are a global company focused on delivering products and solutions that provide better care for a better world, with manufacturing facilities in 30 countries, including our equity affiliates, and products sold in more than 175 countries and territories. Our products are sold under well-known brands such as Kleenex, Scott, Huggies, Pull-Ups, Kotex and Depend.

China Diapers Social Media Disruption

During the second quarter of 2026, T1false allegations regarding the quality of certain diaper brands in the China market emerged and were carried across social media channels. Independent testing conducted by a government-certified third party confirmed the quality and safety of our products, refuting the false allegations. While we are effectively navigating the situation, the impact from the spread of false claims across social media significantly impacted our diaper sales in China in the second quarter of 2026 and is expected to further impact sales and profits in the near term.

Conflict in the Middle East

T2Ongoing geopolitical conflicts in the Middle East have led to disruptions in global energy supplies and volatility in global energy prices, including the prices for certain raw materials that are principally derived from petroleum, which may contribute to inflationary pressures, disrupt global supply chains and adversely impact consumer spending patterns. Based on the current market environment and assuming oil prices remain at current levels for the remainder of the year, we estimate incremental input costs of approximately $150 (prior to consideration of mitigation actions) during the remainder of 2026. We are continuing to evaluate the evolving macroeconomic environment and our ability to mitigate the impact on our business, consolidated results of operations and financial condition.

Pending Acquisition of Kenvue, Inc.

On November 2, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire the outstanding equity interests of Kenvue, Inc. ("Kenvue"), a global consumer health leader, for stock and cash consideration (the "Kenvue Acquisition"). Under the terms of the Merger Agreement, which was unanimously approved by the Boards of Directors of each of Kimberly-Clark and Kenvue, each share of Kenvue common stock, par value $0.01 per share, issued and outstanding at the close of the Kenvue Acquisition (subject to certain provisions within the Merger Agreement) will be converted into the right to receive (i) 0.14625 shares of Kimberly-Clark common stock, par value $1.25 per share (the "Stock Consideration"), plus (ii) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").

In total, we expect approximately 280 million shares of common stock to be issued and approximately $6.7 billion to be paid for the Merger Consideration. The Cash Consideration is expected to be funded through a combination of cash on hand, proceeds from new debt issuance, and proceeds from the IFP Transaction (as defined below). The actual value of the transaction will fluctuate based upon changes in the price of Kimberly-Clark common stock and the number of shares of Kenvue common stock outstanding at the time of closing.

During the three and six months ended June 30, 2026, T3we incurred $109 and $157, respectively, of acquisition-related costs in connection with the Kenvue Acquisition, which are included in Marketing, research and general expenses. See Item 1, Note 4 to the Unaudited Interim Condensed Consolidated Financial Statements for further details.

International Family Care and Professional ("IFP") Transaction

On June 5, 2025, we announced that the Company will form a joint venture with Suzano S.A. ("Suzano") and Suzano International Holding B.V., a wholly-owned subsidiary of Suzano ("Buyer"), comprised of substantially all the operations of the Company's former IFP segment (the "IFP Business"). At the time of closing, Buyer will acquire a 51% interest in the joint venture for a purchase price of approximately $1.7 billion, subject to certain closing adjustments set forth in the Equity and Asset Purchase Agreement (the "Purchase Agreement"), and we will retain a 49% equity interest (the "IFP Transaction"). As a result, the results of operations and applicable assets and liabilities of the IFP Business are reported as discontinued operations in the Company's financial statements for all periods presented.

On July 1, 2026, subsequent to the quarter ended June 30, 2026, all consultation requirements and customary closing conditions set forth in the Purchase Agreement were satisfied and the IFP Transaction was completed. See Item 1, Note 1, Note 3 and Note 11 to the Unaudited Interim Condensed Consolidated Financial Statements for further details.

As a result of the IFP Transaction discussed above, the Company's continuing operations are now organized into two reportable segments defined by geographic region: North America ("NA") and International Personal Care ("IPC"). The results of the IFP Business are excluded from segment results for all periods presented. Segments are described in greater detail in Item 1, Note 9 to the Unaudited Interim Condensed Consolidated Financial Statements.

2024 Transformation Initiative

The 2024 Transformation Initiative is designed to sharpen our strategic focus through a new operating model and strategy that leverages three synergistic pillars:

•Accelerating pioneering innovation to capture significant growth available in our product categories by investing in science-based and proprietary technology to solve unmet and evolving consumer needs, and delivering breakthrough storytelling to drive category participation and brand love;

•Optimizing our margin structure to deliver superior consumer propositions at every rung of the good, better, best ladder, and implement initiatives and deploy technology and data analytics designed to create a fast, adaptable, integrated supply chain with greater visibility that can deliver continuous improvement; and

•Wiring our organization for growth to drive agility, speed, and focused execution that extends our competitive advantages further into the future.

The transformation is expected to impact our organization in all major geographies, and T4workforce reductions are expected to be in the range of 4% to 5%. Certain actions under the 2024 Transformation Initiative are being finalized for implementation, and accounting for such actions will commence when the actions are authorized for execution. During the second quarter of 2026, our Board of Directors approved an extension of the 2024 Transformation Initiative through the end of 2028. T5Total pre-tax savings are expected to be $3.0 billion in gross productivity; inclusive of input cost and manufacturing cost savings, and $200 in selling, general and administrative expenses. Total pre-tax costs are anticipated to be approximately $1.5 billion, with cash costs expected to be approximately

60% of that amount, primarily related to workforce reductions and other program costs. Expected non-cash charges are primarily related to incremental depreciation and asset write-offs, including losses associated with the expected exit of certain markets. For the three months ended June 30, 2026 and 2025, total 2024 Transformation Initiative charges were $54 pre-tax ($40 after-tax) and $122 pre-tax ($95 after-tax), respectively. For the six months ended June 30, 2026 and 2025, total 2024 Transformation Initiative charges were $105 pre-tax ($72 after-tax), and $199 pre-tax ($172 after-tax), respectively. Through June 30, 2026, cumulative pre-tax charges for the 2024 Transformation Initiative were $913 ($706 after-tax), and approximately 95% of the total expected selling, general and administrative expense savings have been realized or approved for action program to date.

Results of Operations

Consolidated Results

Summary of Results

Three Months Ended June 30

Six Months Ended June 30

% Change

% Change

Net Sales

$

$

%

$

$

%

Gross Profit

%

%

Operating Profit

%

%

Provision for income taxes

%

%

Income from Continuing Operations

%

%

Income (Loss) from Discontinued Operations, Net of Income Taxes

%

%

Net Income Attributable to Kimberly-Clark Corporation

%

%

Diluted Earnings per Share from Continuing Operations

%

%

Diluted Earnings per Share from Discontinued Operations

%

%

Adjusted Results - Continuing Operations

Three Months Ended June 30

Six Months Ended June 30

% Change

% Change

Adjusted Gross Profit(a)

$

$

%

$

$

%

Adjusted Operating Profit(a)

%

%

Adjusted Earnings per Share(a)

%

%

Adjusted Effective Tax Rate(a)

%

%

%

%

%

%

(a) Adjusted amounts are non-GAAP financial measures. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to Non-GAAP measures.

Net Sales

Drivers of the changes in net sales were:

Percent Change in Net Sales

Volume

Mix/Other

Net Price

Divestitures and Business Exits(c)

Currency Translation

Total(a)

Organic(b)

Three Months Ended

Six Months Ended

(a) Total may not sum across due to rounding.

(b) Represents the change in net sales excluding the impacts of currency translation and divestitures and business exits. Organic Sales Growth is a non-GAAP financial measure. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to non-GAAP measures.

(c) Impact of the exit of the Company's private label diaper business in the United States and other exited businesses and markets in conjunction with the 2024 Transformation Initiative.

Net sales of $4.2 billion for the three months ended June 30, 2026 increased 0.6% primarily driven by favorable currency impacts, while organic sales growth was relatively flat compared to the prior year, including an approximately 50 basis point negative impact from the China social media disruption.

Net sales of $8.4 billion for the six months ended June 30, 2026 increased 1.6% primarily driven by organic sales growth and favorable currency impacts, partially offset by divestitures and business exits. Organic sales increased 1.2% primarily from volume gains of 1.3%.

Gross and Operating Profits

Gross profit of $1.6 billion for the three months ended June 30, 2026 increased 10.1%, while gross margin of 38.3% increased 330 basis points. Gross margin in the current and prior year included approximately 50 basis points and 200 basis points, respectively, of charges related to the 2024 Transformation Initiative, primarily for incremental depreciation expense and asset write-offs. Excluding these charges, adjusted gross margin increased 190 basis points to 38.8%. The increase was primarily due to one-time tariff refunds and gross productivity savings from integrated margin management of approximately $120, partially offset by unfavorable pricing net of cost inflation.

Gross profit of $3.1 billion for the six months ended June 30, 2026 increased 5.8%, while gross margin of 37.6% increased 150 basis points. Gross margin in the current and prior year included approximately 80 basis points and 160 basis points, respectively, of charges related to the 2024 Transformation Initiative, primarily for incremental depreciation expense and asset write-offs. Excluding these charges, adjusted gross margin increased 60 basis points to 38.3%. The increase was primarily due to one-time tariff refunds and gross productivity savings from integrated margin management of approximately $235, partially offset by supply chain related investments and unfavorable pricing net of cost inflation.

Operating profit for the three months ended June 30, 2026 was $633 compared to $592 in the prior year. Results included charges related to the 2024 Transformation Initiative of $54 and $121 for the three months ended June 30, 2026 and 2025, respectively. Results in current quarter also included charges of $109 related to the Kenvue Acquisition, and a benefit of $39 related to Brazil business tax credits.

Operating profit for the six months ended June 30, 2026 was $1.4 billion compared to $1.2 billion in the prior year. Results included charges related to the 2024 Transformation Initiative of $105 and $196 for the six months ended June 30, 2026 and 2025, respectively. Results in the current year also included charges of $157 related to the Kenvue Acquisition, a benefit of $120 related to the settlement of insurance claims from a previous acquisition and a benefit of $39 related to Brazil business tax credits.

Excluding these items, adjusted operating profit for the three and six months ended June 30, 2026 was $757 and $1.5 billion, respectively, compared to $713 and $1.4 billion in the prior year.

Drivers of the changes in adjusted operating profit were:

Percent Change in Adjusted Operating Profit

Volume

Net Price

Input Costs

Other Manufacturing Costs(a)

Currency Translation

Other(b)

Total(c)

Three Months Ended

—

Six Months Ended

—

(a) Includes net impact of productivity initiatives, product and supply chain investments and other changes in cost of products sold.

(b) Includes impact of changes in product mix, marketing, research and general expenses and other (income) and expense, net.

(c) Adjusted Operating Profit is a non-GAAP financial measure. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to non-GAAP measures.

Adjusted operating profit for the three and six months ended June 30, 2026 increased 6.2% and 4.9%, respectively, driven by the increase in adjusted gross profit discussed above and favorable currency impacts. These gains were partially offset by impacts of approximately 210 basis points and 340 basis points for the three and six months ended June 30, 2026, respectively, from a combination of business exits and the China social media disruption.

Income from Continuing Operations

Income from Continuing Operations for the three months ended June 30, 2026 was $410 compared to $444 in the prior year, as the increase in operating profit drivers discussed above was more than offset by higher income tax expense.

Income from Continuing Operations for the six months ended June 30, 2026 was $984 compared to $914 in the prior year, as the increase in operating profit drivers discussed above, coupled with higher income from equity companies, was partially offset by higher income tax expense.

Our share of net income of equity companies for the three and six months ended June 30, 2026 was $55 and $108, respectively, compared to $47 and $91 in the prior year. The increases for each period were primarily due to favorable currency impacts and pricing net of cost inflation, partially offset by higher general and administrative expenses.

The effective tax rate for the three and six months ended June 30, 2026 was 37.9% and 30.3%, respectively, compared to 22.6% and 23.1% in the prior year. The adjusted effective tax rate for the three and six months ended June 30, 2026 was 21.1% and 23.6%, respectively, compared to 20.9% and 20.8% in the prior year. The increase was driven by the lapping of benefits from the resolution of certain tax matters in the first half of 2025.

Diluted earnings per share for the three months ended June 30, 2026 were $1.22 compared to $1.33 in the prior year, reflective of the decrease in income from continuing operations discussed above. Adjusted diluted earnings per share for the three months ended June 30, 2026 were $1.80, representing a 10.4% increase compared to the prior year, primarily driven by higher adjusted operating profit, lower net interest expense and higher income from equity companies.

Diluted earnings per share for the six months ended June 30, 2026 were $2.91 compared to $2.72 in the prior year, reflective of the increase in income from continuing operations discussed above. Adjusted diluted earnings per share for the six months ended June 30, 2026 were $3.40, representing a 4.6% increase compared to the prior year, driven by higher adjusted operating profit, lower net interest expense and higher income from equity companies, partially offset by a higher adjusted effective tax rate.

Income (Loss) from Discontinued Operations, Net of Income Taxes

Income (loss) from discontinued operations, net of income taxes for the three and six months ended June 30, 2026 was $(60) and $41, respectively, compared to $68 and $171 in the prior year. The decrease was driven by pre-tax separation costs of $72 and $104 for the three and six months ended June 30, 2026, respectively, compared to $33 in the prior year. Current year results also included net tax charges of $107 million related to the impacts from certain reorganization activities associated with the IFP Transaction. The incremental charges in the current year were partially offset by lower depreciation expense due to reporting requirements for discontinued operations.

Segment Results

Drivers of the changes in segment net sales and operating profit were:

Percent Change in Segment Net Sales

Volume

Mix/Other

Net Price

Divestitures and Business Exits(c)

Currency Translation

Total(a)

Organic(b)

Three Months Ended

NA

IPC

Six Months Ended

NA

—

IPC

—

Percent Change in Segment Operating Profit

Volume

Net Price

Input Costs

Other Manufacturing Costs(d)

Currency Translation

Other(e)

Total

Three Months Ended

NA

IPC

Six Months Ended

NA

IPC

(a) Total may not sum across due to rounding.

(b) Represents the change in net sales excluding the impacts of currency translation and divestitures and business exits. Organic Sales Growth is a non-GAAP financial measure. See "Summary of Non-GAAP Financial Measures" below for reconciliations of our GAAP to non-GAAP measures.

(c) Impact of the exit of the Company's private label diaper business in the United States and other exited businesses and markets in conjunction with the 2024 Transformation Initiative.

(d) Includes net impact of productivity initiatives, product and supply chain investments and other changes in cost of products sold.

(e) Includes impact of changes in product mix, marketing, research and general expenses and other (income) and expense, net.

North America

Three Months Ended June 30

Six Months Ended June 30

% Change

% Change

Net Sales

$

$

%

$

$

%

Operating Profit

%

%

T6Net sales of $2.7 billion for the three months ended June 30, 2026 decreased 1.2% driven by the exit of the private label diaper business in the US and a decrease in organic sales. Organic sales decreased 0.7%, primarily driven by changes in retail inventories of 1.0% and impacts from the fire at our Los Angeles distribution center of 0.8%. Net sales of $5.3 billion for the six months ended June 30, 2026 decreased 0.9%, as the exit of the private label diaper business in the US was partially offset by organic sales growth. Organic sales increased 0.5% driven by volume gains of 0.8%, primarily in Consumer Tissue and Professional categories, partially offset by lower pricing to drive sales of new product.

Operating profit for the three and six months ended June 30, 2026 of $725 and $1.3 billion increased 10.7% and 1.1%, respectively, driven by one-time tariff refunds and gross productivity savings, partially offset by impacts from business exits of 110 basis points and 310 basis points for the three and six months ended June 30, 2026, respectively, and incremental advertising spend.

International Personal Care

Three Months Ended June 30

Six Months Ended June 30

% Change

% Change

Net Sales

$

$

%

$

$

%

Operating Profit

%

%

Net sales of $1.5 billion for the three months ended June 30, 2026 increased 4.0% primarily driven by favorable currency impacts of 3.1% and organic sales growth of 1.0%. Organic sales growth, which included a 140 basis point headwind from the China social media disruption, was driven by volume plus mix gains of 1.2%, reflecting growth within multiple categories, namely diapers and pants. Net sales of $3.0 billion for the six months ended June 30, 2026 increased 6.5%, primarily driven by favorable currency impacts of 4.1% and organic sales growth of 2.5%. Organic sales growth was driven by volume and mix gains of 2.2% and 1.2%, respectively, partially offset by lower pricing.

Operating profit for the three and six months ended June 30, 2026 of $186 and $431, increased 2.2% and 12.5%, respectively. The increase for the three months ended June 30, 2026 was primarily driven by gross productivity savings and favorable currency impacts, partially offset by a 440 basis point impact from the China social media disruption. The increase for the six months ended June 30, 2026 was driven by gross productivity savings, favorable currency impacts and volume and mix led net sales growth, partially offset by unfavorable pricing net of cost inflation and supply chain related investments.

Liquidity and Capital Resources

As detailed in Item 1, Note 1 to the Unaudited Interim Condensed Consolidated Financial Statements, the Condensed Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. As a result, unless specifically stated, the following discussion reflects Kimberly Clark's consolidated results for all periods presented.

Cash Provided by Operations

Cash provided by operations was $1.7 billion during the six months ended June 30, 2026 compared to $1.1 billion in the prior year. The increase was driven primarily by an insurance recovery associated with the settlement of claims from a previous acquisition and favorable changes in operating working capital, due in part to timing and lower incentive payments in the current year.

Investing

Cash used for investing was $765 during the six months ended June 30, 2026 compared to $312 in the prior year, primarily reflecting higher planned capital spending. During the six months ended June 30, 2026, T7our capital spending was $776 compared to $401 in the prior year. We anticipate that full year capital spending will be approximately $1.3 billion, including incremental spending from the 2024 Transformation Initiative.

Financing

Cash used for financing was $222 during the six months ended June 30, 2026 compared to $1.2 billion in the prior year. This decrease was primarily due to debt proceeds of $1.3 billion related to the IFP Term Loan Facility (see Item 1, Note 3 to the Unaudited Interim Condensed Consolidated Financial Statements for details), a portion of which were used to repay our U.S. commercial paper facilities. During the six months ended June 30, 2026, we did not repurchase any shares of common stock.

We issue long-term debt in the public market periodically. Proceeds from the offerings are used for general corporate purposes, including repayment of maturing debt or outstanding commercial paper indebtedness.

Our short-term debt, which consists of U.S. commercial paper with original maturities up to 90 days and/or other short-term debt issued by non-U.S. subsidiaries, was $31 as of June 30, 2026 (included in Debt payable within one year on the Condensed Consolidated Balance Sheets). The average month-end balance of short-term debt for the six months ended June 30, 2026 was $652. These short-term borrowings provide supplemental funding to support our operations. The level of short-term debt generally fluctuates depending upon the amount of operating cash flows and the timing of customer receipts and payments for items such as pension contributions, dividends and income taxes.

As a result of the pending Kenvue Acquisition, in November 2025, the Company and JPMorgan Chase Bank, N.A. (the "Bank") executed a certain bridge loan facility commitment letter, pursuant to which the Bank has committed to provide bridge financing (the "Bridge Facility") in an amount of $7.7 billion to the Company to fund the Cash Consideration, the fees, costs and expenses incurred in connection with the transactions contemplated by the Merger Agreement and to repay certain existing indebtedness of Kenvue and/or its subsidiaries. In December 2025, $3.8 billion of the commitments in the Bridge Facility were terminated in connection with entry into the New Revolving Credit Facility and DDTL Credit Facility (as defined below).

In December 2025, we entered into (i) the Five-Year Revolving Credit Agreement by and among Kimberly-Clark, JPMorgan Chase Bank, N.A. (the "Bank") and the other lenders party thereto (the “New Revolving Credit Facility”) and (ii) the Delayed Draw Term Loan Credit Agreement by and among Kimberly-Clark, the Bank, and the other lenders party thereto (the “DDTL Credit Facility”). The New Revolving Credit Facility matures in December 2030 and provides for a revolving credit facility of up to $4.0 billion (which may be increased by up to $1.0 billion upon obtaining additional commitments from the then-existing or new lenders and the satisfaction of certain other conditions). Concurrently with the closing of the New Revolving Credit Facility and the DDTL Credit Facility, we terminated the commitments outstanding under our previous $750 revolving credit facility, originally set to mature in May 2026 and reduced the commitments outstanding under our existing $2.0 billion revolving credit facility, which matures in June 2028, to $1.0 billion. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2025.

As of June 30, 2026 and December 31, 2025, total debt from continuing operations was $6.5 billion and $7.2 billion, respectively.

The Organization for Economic Co-Operation and Development introduced a framework under Pillar Two which includes a 15% global minimum tax rate. Many jurisdictions in which we do business have started to enact laws implementing Pillar Two. We are monitoring these developments and currently do not believe these rules will have a material impact on our financial results.

We believe that our ability to generate cash from operations and our capacity to issue short-term and long-term debt are adequate to fund working capital, obligations related to our 2024 Transformation Initiative, capital spending, pension contributions, share repurchases, dividends and other needs for the foreseeable future. Further, we do not expect restrictions or taxes on repatriation of cash held outside of the U.S. to have a material effect on our overall business, liquidity, financial condition or results of operations for the foreseeable future.

Information Concerning Forward-Looking Statements

Certain matters contained in this report concerning our plans and expectations regarding the pending Kenvue Acquisition (referred to below as the "pending mergers" or the "mergers") and the IFP Transaction, the business outlook, including raw material, energy and other input costs, the anticipated charges and savings from the 2024 Transformation Initiative, cash flow and uses of cash, growth initiatives, innovations, marketing and other spending, net sales, anticipated currency rates and exchange risks, including the impact in Argentina and Türkiye, effective tax rate, contingencies and anticipated transactions of Kimberly-Clark, including dividends, share repurchases and pension contributions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are based upon management's expectations and beliefs concerning future events impacting Kimberly-Clark.

There can be no assurance that these future events will occur as anticipated or that our results will be as estimated. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them.

The assumptions used as a basis for the forward-looking statements include many estimates that, among other things, depend on the successful completion of the mergers and the achievement of future cost savings and projected volume increases. In addition, many factors outside our control, including risks and uncertainties around the pending mergers (including the risk that the anticipated benefits and synergies of the mergers may not be realized when expected or at all, the terms and scope of the expected financing in connection with the mergers may prove to be less favorable than currently expected, that the mergers may not be completed in a timely manner or at all and the risk of litigation related to the mergers), the IFP Transaction (including risks related to the incurrence of significant transaction and separation costs, adverse market reactions, regulatory or legal challenges, and operational disruptions), risks that we are not able to realize the anticipated benefits of the 2024 Transformation Initiative (including risks related to disruptions to our business or operations or related to any delays in implementation), war in Ukraine (including the related responses of consumers, customers, and suppliers and sanctions issued by the U.S., the European Union, Russia or other countries), government trade or similar regulatory actions (including current and potential trade and tariff actions affecting the countries where we operate

and the resulting negative impacts on our supply chain, commodity costs, and consumer spending), pandemics, epidemics, fluctuations in foreign currency exchange rates, the prices and availability of our raw materials, supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including customers, suppliers and financial institutions with which we do business), failure to realize the expected benefits or synergies from our acquisition and disposition activity, impairment of goodwill and intangible assets and our projections of operating results and other factors that may affect our impairment testing, changes in customer preferences, severe weather conditions, regional instabilities and hostilities (including the war in Iran), potential competitive pressures on selling prices for our products, energy costs, general economic and political conditions globally and in the markets in which we do business, as well as our ability to maintain key customer relationships, could affect the realization of these estimates.

The factors described under Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, or in our other SEC filings, among others, could cause our future results to differ from those expressed in any forward-looking statements made by us or on our behalf. Other factors not presently known to us or that we presently consider immaterial could also affect our business operations and financial results.

SUMMARY OF NON-GAAP FINANCIAL MEASURES

The following provides the reconciliation of the non-GAAP financial measures provided in this report to the most closely related GAAP measure. These measures include: Organic Sales Growth, Adjusted Gross Profit, Adjusted Operating Profit, Adjusted Earnings per Share, and Adjusted Effective Tax Rate. All discussions regarding non-GAAP financial measures reflect results from our continuing operations for all periods presented.

•Organic Sales Growth is defined as the change in Net Sales, as determined in accordance with GAAP, excluding the impacts of currency translation and divestitures and business exits.

•Adjusted Gross and Operating Profit, Adjusted Earnings per Share, and Adjusted Effective Tax Rate are defined as Gross Profit, Operating Profit, Diluted Earnings per Share, and Effective Tax Rate, respectively, as determined in accordance with GAAP, excluding the impacts of certain items that management believes do not reflect our underlying operations, and which are discussed in further detail below.

The income tax effect of these non-GAAP items on the Company's Adjusted Earnings per Share is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment. The impact of these non-GAAP items on the Company’s effective tax rate represents the difference in the effective tax rate calculated with and without the non-GAAP adjustment on Income from Continuing Operations Before Income Taxes and Equity Interests and Provision for income taxes.

We use these non-GAAP financial measures to assist in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items that we do not believe reflect our underlying and ongoing operations. We believe that presenting these non-GAAP financial measures is useful to investors because it (i) provides investors with meaningful supplemental information regarding financial performance by excluding certain items, (ii) permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating our results. We believe that the presentation of these non-GAAP financial measures, when considered together with the corresponding GAAP financial measures and the reconciliation to those measures, provides investors with additional understanding of the factors and trends affecting our business than could be obtained absent these disclosures.

These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, and they should be read only in conjunction with our Unaudited Interim Condensed Consolidated Financial Statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items being excluded. We compensate for these limitations by using these non-GAAP financial measures as a supplement to the GAAP measures and by providing reconciliations of the non-GAAP and comparable GAAP financial measures.

The non-GAAP financial measures exclude the following items for the relevant time periods:

•2024 Transformation Initiative - We initiated this transformation to create a more agile and focused operating structure that will accelerate our proprietary pipeline of innovation in right-to-win spaces and improve our growth trajectory, profitability, and returns on investment. See Item 1, Note 2 to the Unaudited Interim Condensed Consolidated Financial Statements for details.

•Kenvue Acquisition - Acquisition-related costs incurred in connection with the pending Kenvue Acquisition, primarily related to external advisory, legal, accounting, and other related costs. See Item 1, Note 4 to the Unaudited Interim Condensed Consolidated Financial Statements for details.

•Brazil Business Tax Credits - Favorable legal ruling resolving certain matters related to prior years' business taxes in Brazil.

•Insurance Recovery - Settlement of insurance claims related to a previous acquisition.

•IFP Repatriated Earnings - In connection with the IFP Transaction, we recognized deferred tax liabilities for certain permanently reinvested earnings from the IFP Business that are expected to be repatriated.

The following tables provide a reconciliation of Organic Sales Growth from continuing operations:

Percent change vs. the prior year period

NA

IPC

Total

Net Sales Growth

Currency Translation

Divestitures and Business Exits

Organic Sales Growth(a)

Percent change vs. the prior year period

NA

IPC

Total

Net Sales Growth

Currency Translation

Divestitures and Business Exits

—

Organic Sales Growth(a)

(a) Table may not foot due to rounding.

The following table provides a reconciliation of Adjusted Gross Profit from continuing operations:

Three Months Ended

Six Months Ended

Gross Profit

$

$

$

$

2024 Transformation Initiative

Adjusted Gross Profit

$

$

$

$

The following table provides a reconciliation of Adjusted Operating Profit from continuing operations:

Three Months Ended

Six Months Ended

Operating Profit

$

$

$

$

2024 Transformation Initiative

Kenvue Acquisition

—

—

Brazil Business Tax Credits

—

—

Insurance Recovery

—

—

—

Adjusted Operating Profit

$

$

$

$

The following table provides a reconciliation of Adjusted Earnings per Share from continuing operations:

Three Months Ended

Six Months Ended

Diluted Earnings per Share

$

$

$

$

2024 Transformation Initiative

Kenvue Acquisition

—

—

Brazil Business Tax Credits

—

—

Insurance Recovery

—

—

—

IFP Repatriated Earnings

Adjusted Earnings per Share(a)

$

$

$

$

(a) The non-GAAP adjustments included above are presented net of tax. The income tax effect of these non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment. Refer to the Adjusted Effective Tax Rate reconciliation below for the tax effect of these adjustments on the Company's reported Provision for income taxes.

The following tables provide a reconciliation of the continuing operations Adjusted Effective Tax Rate:

Three Months Ended June 30

Income From Continuing Operations Before Income Taxes and Equity Interests

Provision for Income Taxes

Income From Continuing Operations Before Income Taxes and Equity Interests

Provision for Income Taxes

As Reported

$

$

$

$

2024 Transformation Initiative

Kenvue Acquisition

—

—

Brazil Business Tax Credits

7

—

—

IFP Repatriated Earnings

—

—

As Adjusted

$

$

$

$

Effective Tax Rate

As Reported

%

%

As Adjusted

%

%

Six Months Ended June 30

Income From Continuing Operations Before Income Taxes and Equity Interests

Provision for Income Taxes

Income From Continuing Operations Before Income Taxes and Equity Interests

Provision for Income Taxes

As Reported

$

$

$

$

2024 Transformation Initiative

Kenvue Acquisition

—

—

Brazil Business Tax Credits

7

—

—

Insurance Recovery

—

—

IFP Repatriated Earnings

—

—

As Adjusted

$

$

$

$

Effective Tax Rate

As Reported

%

%

As Adjusted

%

%