Good morning. Welcome to today's conference call to discuss Kimberly-Clark acquisition by Kenvue's . At this time, all participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. With that, I would now like to turn the call over to Chris Jakubic, Kimberly-Clark's Head of Investor Relations. Please go ahead.
Thank you and good morning, everyone. This is Chris Jakubic, Head of Investor Relations at Kimberly-Clark. Thank you for joining us on today's call to discuss Kimberly-Clark's acquisition of Kenvue. As a reminder, this call is being recorded, and a press release and slide presentation regarding today's news are available at the Investor Relations sections of each company's website. Before we begin, I'd also like to remind everyone that all statements made during the call that relate to future results and events, including the proposed merger, are forward-looking statements that are based on current expectations. Actual results and events could differ materially from those discussed, and we will discuss some non-GAAP financial measures during these remarks. These non-GAAP financial measures should not be considered a replacement for and should be read together with results.
Please refer to the information on the forward-looking statements slide here, as well as the additional information contained in SEC filings for both companies. Presenters on today's call include Mike Hsu, Chairman of the Board and Chief Executive Officer of Kimberly-Clark, Kirk Perry, Chief Executive Officer and Board Member of Kenvue; Sherry McCoy, Lead Independent Director of the Kimberly-Clark Board, and Nelson Urdaneta, Senior Vice President and Chief Financial Officer of Kimberly-Clark. At this time, all participants are in listen-only mode. The call will be open for analyst questions following the presentation. With that, I'll turn the call over to Mike.
Okay. Thank you, Chris. Good morning, everyone. It's great to be here with all of you. I'm excited to announce a transformational transaction that will bring together two iconic American companies to create a global health and wellness leader. Throughout our century-plus history, one thing has remained constant for Kimberly-Clark, a focus on developing science and technology to provide extraordinary everyday care. Kimberly-Clark's and Kenvue's combined brands carry deep meaning for billions around the world. For so many parents, Huggies and Johnson's Baby Shampoo remind them of when their kids were born. Our collective brands help parents raise their children and continue to play an important role throughout consumers' lifetimes in moments of need and vulnerability. Together, we will be the largest pure-play consumer health company caring for even more people around the world and delivering even better solutions to their important everyday needs.
At Kimberly-Clark, we spent years positioning our business for this moment. Today, we are a faster, leaner, pure-play personal care company, and we have industry-leading operational and brand momentum. As we've executed power and care, both on the portfolio and operations side, we've had our eye on how we can take this transformation to the next level. We're wired now for this next major step forward. We have the playbook, the experience, and the team in place. We're no strangers to driving discipline, quality, productivity, and efficiency. It's what we focus on every day. We'll unite these brands and the best scientific minds in a new home that will drive a relentless focus on innovation and rigor. Together, we will achieve sustained global leadership and create a durable long-term value for our combined shareholders and, most importantly, better care for a better world.
We have an incredible opportunity before us to create the preeminent consumer health and wellness company. Our portfolios are highly complementary across categories and geographies. Our combination will drive growth, innovation, and commercial strength backed by a powerful commercial engine and a playbook that can scale globally. Our complementary capabilities and greater scale will enable us to move faster and accelerate our capacity to serve customers and drive significant efficiency. Both companies bring strong talent, and we will leverage our respective strengths to ensure one plus one equals three. We're going to be built to win with a best of both approach to the combination, and we're united by purpose-led, performance-driven cultures with shared values. Together, we'll advance our mission to create better care for a better world. The result is significant value creation opportunity for Kimberly-Clark and Kenvue shareholders.
Now, on slide six, you'll see how we stack up against our peers on a pro forma basis. When you look at sheer scale, together, we will be a leading global health and wellness player with the wherewithal to compete, drive significant investment, and win. The right side of the slide illustrates how bringing these brands together creates a truly comprehensive offering of consumer-centric care. Together, we'll serve a broader range of consumers through every stage of life. Many of our combined products are used on a daily basis and complementary, which means we can enhance lifetime value. We'll be there for our consumers at every turn, and we see particular growth opportunities in baby care, women's health, and active aging. Now, I'll turn it over to my great partner, Kirk Perry, Kenvue CEO.
Thanks, Mike. Since launching as a standalone company, Kenvue has made important progress to strengthen our foundation. Thanks to the contributions of Kenvue's talented team, we are now well-positioned to deliver on our tremendous potential as part of Kimberly-Clark. This transaction represents the culmination of our board's months-long review of strategic alternatives for Kenvue and one that we believe is a truly fantastic outcome. We are delivering significant immediate value to our shareholders who will have the potential to benefit from substantial upside as part of the combined company. I got to know Mike and the team very well during this process. It quickly became clear to our team that these companies have amazing strategic alignment. This transaction joins two highly complementary portfolios comprised of everyday essentials that people trust and count on throughout their lives and teams who share a passion for delivering science-backed solutions.
We are confident that bringing together Kenvue's and Kimberly-Clark's strengths, capabilities, resources, and geographic reach will empower the combined company to innovate even faster and continue to grow our brands. As a combined global leader in health and wellness, we will unlock the full potential of our portfolio as we serve consumers at every stage of life. I have closely followed Kimberly-Clark's evolution. In fact, my last 15 years at Procter & Gamble competed head-to-head with them, and I'm excited about our ability to leverage the strong operating foundation that this team was built to unleash the full potential of Kenvue's brands. What's more, both Kenvue and Kimberly-Clark are driven by a deep commitment to caring for people and making a positive impact. We expect the combined company to create new and different potential growth opportunities for our employees.
I am confident Kenvue has a very bright future with Kimberly-Clark, and I look forward to working together to successfully complete this transaction and bring the two companies together. Finally, I also want to note that we released our third-quarter 2025 results this morning and reaffirmed our outlook for the year. In light of the transaction, we will not hold our previously scheduled earnings conference call, but we have posted remarks to our IR site. On this call, we're excited to talk about this compelling combination, and we look forward to discussing our results separately with analysts and investors. With that, I'll hand it back to Mike.
All right. Thank you, Kirk. Before we get into the transaction in further detail, I've asked Kimberly-Clark's Lead Independent Director, Sherilyn McCoy, to say a few words as her deep experience in this space and involvement in this process from the start has been invaluable to us.
Thanks, Mike. Kimberly-Clark is a 150-year-old iconic American company built on trusted everyday essentials. In my seven years as a Kimberly-Clark board member, I have seen firsthand the power of our brands and the team's commitment to driving quality innovation. This transaction is a significant opportunity and one that I am personally very excited about. Bringing these two companies together makes incredible sense and will position the combined company to achieve great things on behalf of consumers and shareholders. My confidence stems from my history with the Kenvue business. I spent 30 years at Johnson & Johnson and know the brands intimately. They are powerful and valuable for the billions of people around the world who need them. Consumers feel a deep emotional connection to them. I know these brands have found a great home at Kimberly-Clark.
I began my career as a scientist and approach every business decision through that lens. Our board reviewed this opportunity in the same way that Mike and the team run the business, in the same way that our scientists invent every day with incredible rigor, thoughtfulness, and discipline. We came away with deep conviction in the value creation potential of this combination. Mike has recruited a world-class leadership team. I've watched them transform the business over the past several years, and they are firing on all cylinders. Through its transformation, Kimberly-Clark has built the foundation it needs to take this next step, and Mike and the team have the right platform in place to deliver on this opportunity. This management team will be outstanding stewards to nurture and reinvigorate everything that makes Kenvue's brands essential.
Hand in hand with the combined company's amazing scientific talent, they will apply the rigor and discipline these brands need to get to the next level. Together, these companies will serve billions of consumers across every stage of life and create a global leader positioned for the next 150 years. Mike, back to you.
Okay. Thank you, Sherry. Okay. Now, on slide 10, you're going to see a snapshot of what Kimberly-Clark is today: a truly global leader in personal care and hygiene. We have scale and reach with six brands that generate more than $1 billion in sales annually and serving more than a quarter of the world on a daily basis. We have a strong global presence across our categories and key regions. We're also demonstrating an ability to continue excelling led by great innovation. We're executing with discipline through an innovation-led, volume-plus mix-driven growth model. The breadth and scale of our market position is a compelling advantage for us that will only be compounded by acquiring Kenvue. I want to step back and highlight just how far we've come in the past few years.
Less than a decade ago, when I took over as CEO, our results and evaluation of our stock suffered from below-average organic growth, margins that were lower than our peers, and earnings that were more volatile than they needed to be. Since then, we've made significant progress in accelerating our growth, growing our gross margins beyond what had seemed a historical cap of 35%. And significantly reducing our earnings volatility. Now, we started by focusing on elevating our categories, expanding our markets, and building a more consumer-centric culture. Eighteen months ago, we took that transformation to the next level with the launch of power and care. We've accelerated pioneering innovation, building on our engineering heritage to bring category-bending, science-based products to market faster than we ever have. We've made strong progress optimizing our cost structure enabled by an integrated margin management approach.
We've rewired our organization to become better, faster, and stronger and have taken decisive action to focus on right-to-win spaces. Importantly, we've done this while fostering a purpose-led, performance-driven culture. Today, Kimberly-Clark is a business with higher growth, higher margins, and lower earnings volatility, but what we've achieved is just a milestone, not an endpoint. As we've executed on this transformation, we've always had our eye on how we can take it to the next level. We're constantly looking for opportunities to progress faster and deliver more for our brands, for our customers, our people, and our shareholders. We're confident that acquiring Kenvue will be a catalyst to achieving just that. Our transformation has yielded a powerful value creation model that leaves us uniquely positioned to unlock the immense potential of Kenvue's brands. Bringing together Kimberly-Clark and Kenvue is a special opportunity for our companies and our shareholders.
Companies like these can't be built overnight. These assets are unparalleled, and the brand equity is vast. We will deliver on this opportunity by leveraging our ability to out-innovate, out-market, and out-activate, paired with our cost discipline and manufacturing expertise. We're driving organic momentum and gaining steam across our business. Every day, our focus is on out-innovating, out-marketing, and out-activating our peers. We're introducing new innovations and premiumizing our categories, bringing standout features to drive consumer preference across the good, better, best spectrum, across the categories and geographies we compete. We've raised our marketing game to reinforce love for our iconic brands as we build industry-leading capabilities in digital engagement and creative development. We earned a number one advantage score for three consecutive years, demonstrating our value to our retail partners.
All of this is underpinned by a growth and accountability mindset, which we've worked to embed across the entire organization. On slide 13, you're going to see the fruits of their work to instill a culture of accountability, discipline, and operating excellence. On productivity and cost discipline, we are generating tremendous savings across our supply chain and now expect to achieve more than $3 billion in cumulative cost of goods sold savings by 2030. Just last week, we reported our strongest quarterly productivity level yet, delivering savings at a rate of 6.5% of adjusted cost of goods sold. We're successfully executing three key strategies that help us deliver the best product at the lowest cost. We're optimizing our value stream. We've revamped our product platforms, raw material sourcing, and manufacturing processes. We're optimizing our network, driving efficiency, speed, and lower costs across manufacturing and distribution.
Our global supply chain organization is working hand in hand with our local teams to automate and digitize our supply chain. Importantly, we're confident in our ability to sustain momentum for years to come and bring these best practices to optimize the Kenvue footprint. We've enhanced our focus on right-to-win spaces through our wiring for growth efforts. On slide 15 are some specifics on the significant moves we've made in the past few years. This includes the exit of about $650 million of private label contracts in North America, which will bring private label production to less than 1% of our ongoing sales. Most recently, our announced joint venture with Suzano . will sharpen our focus on our core personal care categories and reduce our exposure to highly variable fiber costs. All these actions also optimize our capital intensity, and they're centered around creating a higher growth, higher margin portfolio.
Taken together, we've made tremendous progress in a short time. Our team is performing at a very high level and are well equipped for this next powerful step in our transformation. The acquisition of Kenvue is that powerful next step. As you've heard today, the combination of these great categories and great brands creates a global health and wellness leader. We'll apply the Kimberly-Clark management system to Kenvue, a lean, fast, agile operating model, discipline management system, and world-class commercial and cost capability. We've built a world-class team and world-class capability to compete effectively in the toughest categories in CPG. We're confident in Kimberly-Clark's long-term path and believe our technology and innovation pipeline will continue to get even better. We believe we can create tremendous shareholder value by applying our domain expertise to higher growth, higher margin categories. We're confident we can help Kenvue improve execution. We'll serve consumers better.
Our high geographic complementarity creates outsized revenue opportunity. Our lean operating mindset will drive significant cost synergies, unlocking significant capacity to invest back into the business and create significant shareholder value. Kenvue is very well situated at the intersection of CPG and healthcare. They have strong talent and amazing brands. We have tremendous complementarity across categories and critical markets, and together, we will create best-in-class consumer-driven companies. Kimberly-Clark will enhance the potential and performance of Kenvue's portfolio. Uniting our proven commercial activation engine and go-to-market playbook with Kenvue's beloved brands will accelerate growth. We will harness our combined global scale to accelerate our capacity to serve consumers and deliver efficiency. With a broader product range and greater reach, we will be better equipped to invest behind driving household penetration, and we will realize exceptional synergies that will fuel a powerful financial algorithm.
From the start, we'll be a $32 billion powerhouse generating approximately $7 billion in EBITDA annually. We'll have 10 iconic billion-dollar brands that touch more than a billion people across every stage of life. Those brands will be fueled by science-backed pioneering innovation that will continue to deliver new technology for consumers. To get the most out of these brands, we will leverage Kimberly-Clark's brand-building and commercial engine. We've already proven we can do it at Kimberly-Clark, and we'll leverage that experience as we bring in Kenvue. All of this leads to an attractive financial profile with greater scale. Now, on this slide, you'll see the range of large, essential, and highly complementary consumer categories that the combined company will serve.
We'll have deep reach and strategic alignment to better capture growth from both further premiumization and, in some cases, huge demographic tailwinds that are possible across these categories on a global basis. We know that consumers are increasingly prioritizing health and wellness, which now comprises $800 billion of annual spending. Kenvue's brands are among the leaders in attractive categories delivering outsized market growth, including over-the-counter, skin care, oral care, and wound care. Kimberly-Clark has exposure to structural tailwinds across age cohorts within each of our categories, with significant growth across adult care, baby care, family care, and feminine care. Together, we'll be well positioned to lead category growth over time in each of these areas. Over the past 10 years, we've built world-class CPG executional capability. We built the engine, and we're eager to deploy it to Kenvue. We developed the skill and the will to invest for impact.
In North America, we're an execution machine. In the advantage survey, we went from 26 globally when I started at the company to third globally this year and number one in North America three years in a row. We've built a winning playbook that's enabled us to double our revenue and triple our profitability in China, the world's largest and most competitive market for our categories. Bringing that capability and experience together with Kenvue will create a health and wellness leader with scale in key categories. Here you can see the many areas of opportunity for us to apply that playbook and complement each other's respective geographic areas of strength. The transaction will fuel growth in Kenvue's brands globally as Kimberly-Clark's capabilities are applied across the combined product range, and our commercial playbook is activated in more markets, for example, Mexico, South Korea, India, and China.
In markets where Kenvue already has strong business, for example, India and Western Europe, applying our commercial playbook to our brands will take our combined market position to new heights. With that, I'm going to turn it over to Nelson, and he'll review the transaction and financial details.
Thank you, Mike. I'll start by expressing how excited we are for both companies and the tremendous opportunity we have to create lasting value from this combination. We have a clear path to delivering exceptional cost and growth synergies that we expect to total $2.1 billion of EBITDA, net of a meaningful level of reinvestment back into the business. Our synergies realization will be bolstered by the work we have already done to rewire our organization and optimize our margins. Driving cost discipline, productivity, and efficiency is what we are doing so effectively through power and care.
We have built the capabilities for this moment. We have a fit-for-purpose operating model and high conviction in our ability to achieve these targets. This includes approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, of which we will reinvest approximately $300 million. We expect to realize the cost synergies in the three years following closing, while revenue synergies are expected to be captured within four years. Turning to the next slide, we show the breakdown of where we see opportunities to unlock cost savings across the combined enterprise. Through our diligence process, which included teams from both organizations, we've done an extensive bottoms-up analysis of every cost package, from procurement to conversion to sales, distribution, and overheads.
The result of this process is a well-balanced and robust set of opportunities across cost of goods, sales, marketing, and trade spend, as well as G&A. In each of these areas, our power and care strategies have given us both a strong foundation of capabilities and momentum from which to build. In productivity, we will leverage our integrated margin management capability and discipline on pricing net of cost to drive industry-leading productivity, having already identified potential gains in procurement and distribution. In sales, marketing, and trade spend, we'll leverage our commercial playbook and sales talent across categories, rationalizing and deduplicating systems and processes so we run lean and fast. As Mike mentioned, we will adopt our balanced matrix approach to the organizational design. To ensure that we have a fit-for-purpose set of global functions that are there to support local markets in executing with excellence and speed.
To drive these savings, we project one-time costs of approximately $2.5 billion in the first two years following the close of the transaction. As we bring together an exceptional portfolio across complementary geographies and consumer needs states, we will accelerate growth for the combined entity. We will pursue opportunities across every stage of life, where we will have excellent consumer value propositions, enhancing our ability to serve customers. We plan to reinvest a meaningful portion of the revenue-related profit synergies to fuel Kenvue's brands and drive market-leading growth. Like shared, we see opportunities to scale each other's business in key geographies, where one of us has a stronger foothold. Turning to the next slide, the transaction values Kenvue at approximately $48.7 billion. Upon closing, Kenvue shareholders will receive $3.50 in cash and 0.14625 Kimberly-Clark shares for each Kenvue share, representing total consideration of $21.01 per share.
The total consideration represents an acquisition multiple of approximately 4.3x Kenvue's last 12 months EBITDA, or 8.8 times including expected run rate synergies of $2.1 billion net of reinvestment. Current Kimberly-Clark shareholders are expected to own approximately 54%, and current Kenvue shareholders are expected to own approximately 46% of the combined company on a fully diluted basis. Upon closing, the Kimberly-Clark Board of Directors will add three members from Kenvue. We expect the transaction to close in the second half of 2026, subject to the receipt of Kenvue and Kimberly-Clark shareholder approvals, regulatory approvals, and satisfaction of other customary closing conditions. The transaction is structured for financial flexibility, consistent with our long track record of disciplined capital management. The structure of this transaction is designed to allow us to delever on an accelerated basis to levels consistent with our current credit rating.
Importantly, as the vast majority of the consideration is in stock, we will be taking on a very manageable increase in leverage. In addition, we will deploy the meaningful upfront net cash proceeds from the formation of our international family and professional joint venture with Suzano to help fund part of the cash consideration. We are targeting a leverage ratio of approximately 2x EBITDA to be achieved within 24 months post-close, which is consistent with our current credit rating. Until that target leverage is achieved, share repurchases will be limited to offsetting dilution from equity compensation. Finally, this transaction will not only enhance our financial profile, but it will unlock a powerful financial algorithm to drive significant shareholder value. We start from a strong foundation built upon pro forma annual net revenues of approximately $32 billion and $7 billion of EBITDA pre-synergies.
We've built our financial outlook on a conservative set of assumptions, including a gradual recovery in Kenvue organic growth back towards its weighted average category growth. Meaningful investment levels on the base business. And three-year and four-year time horizons on cost and revenue synergies, respectively. At the same time, the magnitude of synergies we expect to deliver should result in no more than mid-single-digit EPS dilution in year one and deliver solid EPS accretion in year two following the close of the transaction. And we will be well positioned for long-term sustainable returns thereafter, driven by adjusted organic growth ahead of the weighted average category growth in the markets in which we'll operate, adjusted top-tier operating profit margins, top-tier constant currency EPS growth, all of this resulting in double-digit total shareholder return. Again, we see this as a tremendous opportunity to create value for both companies and our respective shareholders. I'll now turn it back to Mike for a few closing thoughts.
Okay. We believe that Kenvue is the perfect partner for Kimberly-Clark. We share common values and a common vision to deliver superior care for billions around the world. Our combined brands are enduring, trusted, and carry deep meaning. This is at the heart of what will make this combination so powerful and why we have such high conviction that together we'll create significant value. For both companies, this is the right transaction at the right moment. I want to reiterate how deeply excited we are for the opportunities ahead for our shareholders, our consumers and customers, employees, and our communities. We thank you all for joining us this morning. And with that, I'd like to open up the line for questions.
Thank you. We will now begin the question and answer session. To ask a question, you may press star and then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. And to withdraw your question, please press star, then two. Please limit yourself to one question. And our first question for today will come from Nick Modi with RBC Capital Markets. Please go ahead.
Hey. Morning, Nick.
Yeah. Thanks. Good morning, Mike. So I guess one question for you and one question for Kirk. Mike, can you just maybe help us understand, as you're doing the due diligence, what gives you the confidence that you can actually turn some of the struggling Kenvue brands around? And if you can be specific in terms of kind of how we should think about it based on a lot of the capabilities that you've been building over the last five years or so. And then for Kirk. Maybe just help us understand kind of organizational priorities between now and close, just if you can just give us some direction on kind of how you're thinking about it. Thank you.
Yeah. Actually, Nick, I'm going to ask Kirk to help me answer the first part as well because that's the whole basis for. The idea here. And we had an initial conversation. I proposed an idea, but I think we had to understand what I did not exactly understand what was challenging the company, right? I think in our discussion, I think what Kirk's kind of initial assessment of why the company was struggling was really centered around executional discipline. I will tell you, Nick, I would say executional discipline is our core strength. Hopefully, that you have seen with us improve in that area over the years.
I think in the last couple of years, I think we have been executing at a very, very high level. I did want to say, first of all, Kirk, Kirk knows I think this. I thought he did a fantastic job on his first earnings call with some difficult numbers. I will tell you, and I told this to Kirk, I have walked a marathon in his shoes because I was in the same boat on my second earnings call. Nick, you may remember July of 2017. You guys do not know this, but I had, at the time when I was the Chief Operating Officer, it was my second earnings call with Kimberly-Clark. I had 23 operating units reporting. We were down in 22 of them. Our largest operating unit, North American Baby Care, was down 7% at the turn, right? Very tough times.
Of course, when I met Kirk, I tried to blame him, but he told me he had already been long gone from P&G at the time. In any case, from those troubles, and you have those numbers, on an order of magnitude, those are more than what Kenvue is experiencing right now. I will tell you that we put our heads down and we said, "Hey, we are going to fix this plane while we are flying it. We are not working just to get a business performance result. We are going to build a world-class company." From there, one, we made long-term investment on breakthrough technologies, some of which you are seeing now, like our Gen3 Core, but some is still coming that our customers know about, Kirk knows about. We have not shared broadly with investors yet.
I think we have shared maybe a little bit more at the last couple of investor conferences, okay? Second, I would say we have built an advantaged social marketing model that has really helped us double our revenue and share in China, the world's largest and competitive market for our categories. We have built, as you saw on the slide, a top-rated customer selling organization, and that has been rated by our leading retailers. A supply chain, as you see with our productivity, that really is focused on delivering the best product at lowest cost. We have that capability. On top of that, I would say the management systems, the information, the visibility, and the growth and accountability mindset that I think, in our discussions, that I think Kirk saw value in. Maybe, Kirk, I'll let you talk.
Yeah. No, thanks, Mike. I would tell you, Nick, on the first question, as we looked at this, there was such a significant wealth of capabilities that Kimberly-Clark had built over the last several years. As I mentioned earlier, I competed with these guys for 15 years head to head. Nick, he was clear he was beating us when he ran. Yeah. I was beating them. So I saw it firsthand. Now, several years later, just the efficiency through which they had done this. As we think about the challenges we have at Kenvue around things like our go-to-market strategy in terms of what we have there, thinking about things like revenue growth management, for one, Mike talked about category management with Advantage Solutions being the number one rated company in North America. Huge capability there. E-comm, another capability. These guys are juggernauts in China. I mean, it is a machine.
Their ability to drive that across the rest of the globe is very evident. That's another. Insights in brand building. We talked about this on my first call in August, really having that capability. We have it in pockets, but not at scale. What this does enables us to significantly pull forward those capabilities into Kenvue brands. We'll talk more, Nick, separately on our Q3 results. We had a really good October that really helps us feel confident that we're putting those things in place. As we move to close on this transaction, we'll be even in a stronger place. The second question was, what are the priorities as we go forward? I mentioned in August, there were four things I was focused on: leadership. Second was strategy. The third was our structure, operating model. The fourth was execution. Those will not change.
In fact, today, we announced some leadership changes. I became the permanent CEO of Kenvue, which means I'm going to carry this through the transaction to make sure that we're staying on course and delivering what we promised. Now it's Carlos de Jesus running our North American business, and John Halverson taking over as our Chief Digital and Marketing Officer. Strategy. We're going to be super focused and strategic as we go forward. We're not going to be everything to everyone. We'll talk more about that with you all in the analyst community in terms of what our strategy is. By the way, a great dovetail with where Kimberly-Clark is today. Our structure, operating model, we're going to make some changes which make it crystal clear who the decision-makers are and making sure we have end-to-end accountability.
Again, almost a perfect dovetail with where Kimberly-Clark is now and a relentless focus on our execution. So those are going to be the priorities that we have as we move from now to close to make sure that we're consistently delivering on the results that we should be delivering on with the core brands that we have.
Yeah. Nick, maybe I'll add. Kirk. Maybe a little off-script. We know, and we're excited about Kirk being the permanent CEO because we know he will move in the right direction. I have many people that worked for Kirk when he was at Procter, and they always tell me, "Kirk is the best leader they've ever worked for." Just so you guys get that.
Thank you, Mike.
But the other thing that should give you some reassurance, Nick, is if you listen to what Kirk is describing, it's exactly the challenges we had. I mean, we're very similar companies historically. I'd say a lot of decentralization, which has a lot of pluses but has its drawbacks, right? This decision-making historically dispersed. Lack of clarity on who owns the number. You heard Kirk mention that. We've been through that too. The thing that we also talked about was, like us, I think, Nick, you may remember us, we were probably a little too earnings-focused in our past. I think Kenvue and maybe even within J&J and Consumer had a similar perspective. You start to atrophy some of the growth capabilities when you do things that way. We've been, and when I said I've walked a marathon in those shoes, it's exactly the whole journey that we've been on. That's why I'm so confident that we can work together and really help the Kenvue brands really take off.
Yeah. Great. Thanks, guys.
The next question will come from Lauren Lieberman with Barclays. Please go ahead.
Great. Thanks. Hey. Good morning. Two sets of questions. First is just piggybacking off of just your discussion, pointing out, Mike, some of the similarities between the companies historically. There's also some interesting differences, right? Kimberly-Clark, when we go back to historical, right, much more commodity exposed and sort of low-growth margin, heavy CapEx, technical. Innovation in manufacturing, a very tight portfolio of brands. Kenvue's got a very long tail, I believe, that needs some cleaning up. I think Kimberly always had a pretty clear strategy given the limited category footprint, right?
Maybe a little bit different by market, but at the end of the day, it was a pretty clear direction of travel given the categories in which you competed. Kenvue's very, very broad. I wanted to talk about maybe some cleanup work that still needs to happen at Kenvue. How much, Kirk, you think you can start to take on? I mean, over the next nine months, it might be a little tough. I think that's a big topic because everything in the slides speaks to the big brands and arguably maybe still too many geographies. But this is a very, very Kenvue was complex to begin with. Now this becomes more complex for Kimberly-Clark to take on, which is a very different mode of operation also, Mike, than you've been moving in, right? You've been trying to tighten things up. Now you're going to get very broad again. Then I'll ask my second question. Thanks.
Maybe Kirk, I'll start. The one thing I want to clarify is kind of like, "Hey," because this is kind of a different set of categories for us. That's clear. It's a different kind of pivot for us. I will tell you, Lauren, everything that we've been doing in our transformation was designed to meet this moment. I mean, that's really the focus. We've built a world-class team that's enabling us to win in the toughest, Kirk, you would agree, the toughest categories in CPG. We're very confident in KC's organic path, right? I'll be clear, and you guys can click further on this. I'm way more excited about our next 10 years. I think our innovation for the next 10 years is way more than what we had in the last 10 years.
I think we've got some big stuff coming organically within Kimberly-Clark. However, the strategic logic, Lauren, is I really wanted the company to have greater exposure to higher growth, higher margin categories. That's why we made some of the portfolio moves with our international tissue business, private label, PPE, some of those things. As we did an exhaustive diagnostic of the whole CPG universe. Beyond the CPG universe, I would say everything led us to health and wellness because the macro trends of the global population aging, right? The U.S. population and developed markets are clearly aging. Even developing markets are going to see that. You're starting to see that impact. For us, when you think of an aging global population, health and wellness has the biggest tailwind behind it. It's just going to continue accelerating for the next 30 years in that direction.
That was kind of some of the strategic logic. Once you cross the bridge and say, "Ooh, health and wellness." I know, Kirk, you guys have been under pressure and everything else. For you, for us. Kenvue was always the crown jewels, the number one name that we had been thinking about for a long time. Obviously, I think you know that the brands are so great. With that, I'll pause there and let maybe Kirk address some of your questions.
Sure. Hey, Lauren. On the brand question, you're 100% right. We talked about this back in August. We have 115 brands that are in the portfolio. 41 really are multi-regional or global and represent the core of our business. As we go forward, I think about it in terms of between now and close, back to my four priorities as I think about strategy and execution.
On the strategy front, we're going to be talking more to you all about this related to what it is we can really uniquely have a point of difference on with our brands. That is around three things. One is insights, true insights, not facts, not accepted consumer beliefs, but insights that open the hearts and minds of consumers that we build our innovation on and our marketing on. The second piece is claimable science-based advantages. The third is healthcare professional recommendations. Those are our three nodes, we call them. We're going to be relentlessly focused on that. If the brands don't fit into the ability to do that, obviously, we're going to look at ways to optimize our portfolio to make sure that we can focus on those three things as an example.
Again, something we talked about, our top 10 markets and top 10 brands in those markets represent north of 75% of our sales. We're very concentrated. We know that if we focus on them and we grow share on them, the rest will take care of itself. The other thing is from an executional standpoint, we know that, and I mentioned this, our bottom 30% of SKUs that really bog us down operationally, we are actually implementing this now. We're reducing the bottom 30% of our SKUs in all of our core regions, which will allow us to focus on the bigger part of our portfolio and get a lot of the executional muck out of the way. We are going to continue to focus on that. Yes, there are things in the portfolio that won't fit long-term.
As we get closer to close, we will obviously have more aggressive discussions about that. Yeah. I think, Lauren, I forgot to mention that part, which is the complexity. Yeah. I mean, I definitely see that Kenvue has a more complex product and geographic portfolio. The thing I'll also say is, as Kirk works through that prioritization process, Nelson and I are not strangers to portfolio complexity. We led the biggest profit center at Kraft. In our grocery division, Nelson, we had, as I recall, 40 categories and 47 brands. In our tenure, I would say our performance of the division when we were there was 4% top line and 10% bottom line. We learned how to manage through that complexity. I would say, yeah, again, we want to have operational discipline, look to have kind of an efficient portfolio, but there are ways to manage complexity efficiently as well.
Great. Sorry, the one big follow-up or separate question really is just to talk about lawsuits and liabilities. Talk in the news more recently. I know with Tylenol, there's no new science, but there's certainly been headlines and noise. Just wanted for you guys to comment perhaps on how that is factored into deal consideration and so on. Thanks.
All right. Should I address the deal consideration? All right. I'll do that. I just want to make sure that, Lauren, that you know we reviewed this transaction in the same way that we run the business with incredible rigor, right? Thoughtfulness and discipline. The board carefully considered all of the risks and all the opportunities. We had multiple sessions with the board, with the world's foremost scientific, medical, regulatory, and legal experts. Going through that process multiple times, I think the work affirmed that this is a generational value creation opportunity for both companies.
Yeah. Kirk. I mean, Lauren, as you can expect, I'm limited in what I can say on litigation. What I can say is there is nothing that is more important to us than the health of the people who use our products. On both the things you mentioned on talc and acetaminophen, as we've said this multiple times, it's on our website. We stand firmly behind the science and the safety of our products. These things have been studied for decades, and we continue to stand by that science as the medical community does as well.
Thanks so much, guys.
Thanks, Lauren.
The next question will come from Dora Mosinian with Morgan Stanley. Please go ahead.
Hey, Dora. How are you?
Good. How are you? Mike, can you just give us a bit more insight for how this deal came together from a Kimberly-Clark standpoint? It's clearly a very sizable bet. Has Kimberly been looking more for an entry into consumer health or another leg of growth for the company? Was looking for more global scale, a big focus? Is it more opportune circumstances of the two companies coming together? Just trying to understand the decision-making process on your end and timing of when this deal came together. The juxtaposition is versus the base business where you've been transforming the base business and seemingly a lower risk or more visible strategy there of sticking with the status quo. It'd be helpful to understand more the motivation behind the deal from your standpoint on top of some of the attributes you're excited about going forward.
Yeah. Hey, Dora. Great question. I will tell you, definitely not opportunistic. Definitely strategic. I was on with our top leaders at KC just before this call. I said, "Hey, this was always in the back of my mind," right? Actually, you might see it's reflected in our board composition and our leadership composition that this has always been in the back of my mind. Not in the front, but maybe someday, right? This was always, Kenvue was always the bell of the ball for me because of the great collection of brands and capabilities that the company has. As I mentioned earlier, we've been migrating our portfolio to focus on higher growth, higher margin, personal care. Within that, health and wellness, to me, was by far the most attractive aspect of personal care because of the macro trends of an aging population globally. With the built-in tailwind, we wanted to increase our exposure.
The other thing is, and I think there's an important idea here, and this is something that I think Kirk sparked to the first time we talked. I think it clicked with you right away, which is the combination is going to enable us, Dora, to provide comprehensive everyday care. Everyday is a Kenvue term, which I'm adopting because I love it. The extraordinary power of everyday care is their purpose. I wish I thought of that myself. We can deliver comprehensive everyday care way better than either of us can do on our own. The reality is, when Kirk and I got together, it was clear, "Oh, we serve every important stage of life." Both of us do it from opposite sides of the category, right? If you think about it, Dora, baby care and all things baby. Women's care or feminine care, we do it through Kotex.
They have a bunch of products that serve women. Family care more broadly. I think, Kirk, you guys probably would call that essential care. It's essentially family care for us. It tends to be the tissue category for us, but much broader play. Active aging, which is the one that puts us on to the macro trend, right? Those categories are continuing to double. The needs of aging seniors are going to continue to expand. Those are kind of like the big life stages that we really address. There's probably more if we think harder about our portfolio. The interesting thing and where I think there's a powerful combination here is our brands at KC are very high penetration. If you're in the category, everybody's in it, right? They're high frequency, meaning you're using them every day. They're long duration.
If you're in stem care, you're going to be using Kotex for 40 years. If you're in Depend, you're going to be using Depend for 40 years, right? Baby care is probably the shortest, but you're in our suite of products for maybe somewhere between three and five years, right? There is long duration, frequency. There's a lot of expenditure for consumers. Because of that, they want to have an ongoing relation with us. That's why we really prioritize what Kirk was talking about. A digital social marketing approach where it's kind of a continuous loop that we have a direct connection with consumers. If you think about that social digital capability, we think by bringing more brands that address the same consumer segment, that we can deliver a much higher standard of care. I don't know, Kirk, if you have any thoughts there.
No. Well said. Well said.
I know, Dora, I hope I didn't go off on a tangent there.
No, that was helpful. Can we just touch on revenue synergies? How much confidence do you have there? You're both students of the CPG industry, having been in the industry for decades. What's made sense on paper in a number of deals in terms of revenue synergies has often proven more difficult than originally expected. Level of confidence there and really the key buckets within the revenue synergies and obtaining those synergies.
Yeah, Dora, I can start and Mike jump in. I mean, what was interesting is we sat down to go through the synergies both on the cost side and the revenue side. This is the first time I've had this happen where we had the entire leadership teams sitting down and going through this country by country, category by category.
What became very clear because, as you point out, revenue synergies are harder to execute than cost synergies because we've both been doing this a long time. This is the first time I've ever honestly looked at it where we started with a lower number and we continued. Usually, you try to bring that one down for the reason you point out. We continued to add to it because as we went country by country, category by category, the synergies were really terrific. Just even as you think about our technical competencies in the background. Us with molecules and Kimberly-Clark with paper and substrates, and you bring those things together. That's just one example. We don't want to give away all of our secrets in terms of revenue synergies. They are low-hanging and significant, is what I would say.
Yeah. I think, Dora, maybe a couple of things. I was just telling my leadership group, we're going to be inventing new stuff to provide this comprehensive everyday care better. Because we were kind of trapped into our own different segments, right? I think we can do a better job. I think the products will evolve. I will say the immediate low-hanging fruit from a revenue synergy is the geographic complementarity, right? It's hard work for me to say. There's five syllables. I'm a monosyllabic guy. The thing about it, India, we've struggled, Dora, in India to build a distribution network. We're probably right around, let's say, $100 million in India, right? They're a multitude of that. I think, Kirk, I heard, as I recall, 3.1 million points of distribution in India.
Correct.
Which is hard to build, right? That will be great for Huggies and some of the other brands that we have. That is one example.
The other examples, it turns out, Dora, that I guess we happen to, Kimberly-Clark has high distribution and big businesses in a lot of markets where people still smoke a lot. I have never been so excited about smoking cessation and think that is a good product to market. That is what Kirk's CFO, Amit, was reading into my head the whole discussion. Because, as you recall, we have a large position in Indonesia. We have a large position in China, Korea, everything else. There are a lot of those, those are just two minor examples, but we feel a lot of those opportunities. The other thing I will add is beyond the revenue synergies.
By the way, in our plan that we are presenting out to Nelson laid out, we have put in a pretty conservative number for the revenue synergies because we know the market tends to be a little more skeptical of those. I would probably say, and Kirk, I do not know if you would agree, we would intend to beat that. Oh, yeah. For sure. That is on the revenue side. You did not ask about the cost side, but I would say cost discipline. KC, we are a top quartile efficient overhead company, right? Our discipline is, since our gross margins are a little lower than the average of the industry, we have to be the lowest on SG&A. We are, and we have always been that.
I would say, and Kirk, you may comment, coming out of a higher margin pharma business, our observation, I think, Kirk and Amit's, was that the cost structure for Kenvue is a little higher than typical for a CPG of this size. There is some opportunity there.
Yeah. For sure. I mean, our standalone focus would have been very much attacking that. You are right. We came out of a pharma industry where SG&A, COGS are just higher. Obviously, you all work in an industry where every penny matters. That combination is going to be fantastic.
Dora, I think it is important also to highlight the fact that, one, these synergies will be realized in the course of four years. We are reinvesting close to 60% of the profit coming from these synergies back into the business. That is built into our business model. To Mike's point, the approach we have taken here, and as Kirk said, we spend time looking at each of the components. We are doing this reinvestment to also ensure that we are putting back money into the business to strengthen the overall profile as the four years progress.
Great. Thank you, guys.
Thank you.
The next question will come from Chris Kerry with Wells Fargo Securities. Please go ahead.
Hey, Chris.
Hi, guys. Hey. Just two questions, please. First, on Nelson, I think you mentioned mid-single digit dilution. Is that inclusive of the proceeds that you'll be using from the IFP deal for this transaction? Said another way, does this change your expectations for the Suzano S.A ? Is that included in the mid-single digit? And then just secondly, can you just maybe balance this dynamic around need to invest in relative to your confidence in the synergy target? How conservative or optimistic do you think the synergy target is? It's a fairly sizable percentage of acquired profitability. Just love a bit more detail on that front as well. Thank you.
Chris, let me address the dilution and the linkage to the Suzano transaction. The linkage to the Suzano transaction, Chris, is solely because of the net proceeds that we project of $1.8 billion that when we announced the Suzano transaction, we were deploying to share buybacks. That's not going to happen because right now with the transaction and in our approach to being prudent on the balance sheet and the leverage and our commitment to our credit rating, we're going to deploy that to pay for the cash consideration.
If you run the math, and we'll be happy to talk to you later, that is what's driving that bit of the dilution, but nothing else related to our assumptions on the Suzano transaction. That remains the same as what we had announced back in June.
On the synergies.
Hey, Chris, you may want to repeat that. I think we didn't hear your second part of your comment.
The second question was just confidence on the synergy number. It's a relatively big percentage of acquired profitability. Just a bit more detail on some of the drivers. Thanks.
Sure. Let me walk through the cost synergies. The cost synergies amount to $1.9 billion. What we've done is a fairly detailed bottoms-up approach, function by function. This covers all elements of the P&L. We've gone through distribution by market, and we've come up with the synergies that this would drive.
We've gone into SG&A, line item by line item, looked at the structures of the two organizations and the geographies and come up with it. The other bit is as you look at the overall phasing of the synergies, the cost synergies, we're doing these throughout the first three years of the transaction, a little bit more of synergies coming in in year one, year two, but the completion of the synergies would largely be achieved through the third year. As we compared against other transactions, both in CPG and the healthcare space, all the ratios that we had are right on benchmarks that have happened. We looked at this in depth, both ourselves and with our advisors.
Okay. Thank you.
The next question will come from Javier Escalante with Evercore ISI. Please go ahead.
Hey, how are you guys? A lot to digest here. I was expecting that Clorox would be my complication today. On the deal, right, the combined entity. Kind of like rough math gives you SG&A between 17% and 18%. The portion of SG&A alone, right, which is about 750, takes SG&A to 15% around, which is still above the peer group. I know that Nelson referred to the reinvestment. I do not know whether this is, given the scale of what you are doing, is this conservatism in terms of the savings target, or is this a net of reinvestment? Because it is not in the slides, this commentary that Nelson just made. If you can clarify that. I have a common question to Sherilyn and Kirk because Sherilyn , long time no speak. Sherry knows both companies. Kirk comes from a highly centralized company like Procter. I would love to hear thoughts on that. First, on the pure math of the synergy, please.
All right. I am going to try. Nelson may have to correct me. Here is, I think, Kirk, where I think your analysis, Javier, is definitely correct. It is kind of our starting point. As we got into the due diligence phase, there were some things that they classify as SG&A that we thought were less addressable in that area. Our estimate here is based on an apples-to-apples kind of lineup of the P&L based on how we understand it.
Is that fair? Yeah. That is right. Yeah. Just different categorizations.
You mentioned also, I mean, it is related to this, but you mentioned also that there is going to be portfolio simplification. Is this portfolio simplification going to be on hold through next year because the transaction is not going to close in a while? Or is it going to start happening, say, the non-core assets like haircare, stuff like that, is going to start being divested as we speak?
Yeah, Javier, what I would tell you is we are going to continue to operate the two companies on a standalone basis until we close. Whatever we need to do in the due course of business to make sure we deliver what we promise, we will do. We are actively looking at the portfolio as we speak. Obviously, we were looking at multiple paths on this front. Now that we have made this decision, we are moving forward with this. We will view it through that lens. All right. I am excited to know what you are going to tell.
Yeah. I am excited to know what you are going to ask Sherilyn.
Okay. The question is to Sherilyn and then for sure Kirk because you come from kind of like the opposite side of how conglomerates like this have been run, right? Sherry, you know, long time no speak. You come from Johnson & Johnson, right? And it is very decentralized. So was Kimberly-Clark. The whole point of both companies was they were trying to centralize to improve execution. Basically, one, do you think that this decentralization helps to keep execution risk low? On the Kirk side, what do you see here, right, borrowing your knowledge from Procter that can be applied to this new entity, which is very interesting in itself? Thank you.
Great to hear from you, Javier. As it relates to Kimberly-Clark and Kenvue, I think the similarities are that they are very consumer-oriented-facing companies.
People are very focused in the market. That decentralization you talk about is still present in both companies. I think it is important. I think what Mike has done is really brought together a matrix approach where they have the right balance between ensuring that we understand what is going on in the market, that people are running their markets, but we are actually benefiting from the global scale and the capabilities in the center. I do not like to use the word centralization because I do not think, I guess maybe because I grew up in J&J for 30 years, it is sort of like a bad word.
I do think the idea of the power and the scale that you have by getting the capabilities at the center, and then looking at how you wire the organization and have the connective tissue so that people in the markets and running the categories understand how to drive that business, is critical. At the same time, they have the power internally in the central core. I see that Kimberly-Clark, perhaps, again, I have not been close to Kenvue businesses in a while, but they may be further along in the journey in terms of getting that balance and getting that wiring right so that people can actually have the scale. To me, it is about having the customers, the right science capabilities, and then ensuring people can go off and do the right thing from a consumer product standpoint. Yeah.
I would say, Javier, for me, I have worked across very different models in CPG tech and data and analytics. Any model can work. To me, the models that work the best, and the principle I try to live by, is as common as possible, as different as necessary. There is a level of global scale that you get that benefits the entire company. There is a customization locally that enables you to win at the local level. Another concept that I have seen that works really well, and this is something we did at Procter, hard points, soft points, where you take those things that have to be common, and they are just the law. The soft points are what has to happen locally to enable you to win.
I would tell you, one of our challenges at Kenvue right now is we're living in between, which is no place to live, in the murky middle. I think that's what Kimberly-Clark has done an amazing job of, defining those hard points, soft points, that common as possible, different as necessary focus that we're moving to. Now as we go toward the close of this merger so that when we come out on the other side, we will enable it to be a nice dovetail into what they've already done.
Yeah. Javier, I know you're not asking me, but I can't resist to chime in a little bit. If you looked at our org chart, it would probably look, Kirk, it's a matrix. It's a regular matrix like everybody else. It probably looks pretty similar to P&G's, right?
I think the difference in ours is the spirit of ours, and I was explaining to Kirk. Our whole organization and this rewiring was designed to help the markets win. What we're prioritizing is winning in the local market. The markets have the P&Ls. They are the best to figure out how to win. We want to leverage the scale, as Sherilyn said. The functions are wired to help the markets win, but bring the best of what they see around the world at KC in to help that market win. Again, we're not a centralized company, and we're not decentralized. We're kind of a little bit of a hybrid, but it's working for us because I'm seeing we're 18 months into our power and care and our rewiring and everything else. The speed of which the transformation is taking place is a lot faster than I think any of us on our leadership team had foreseen.
Kirk, remind me, the P&L responsibility in Kenvue was at the local level, or was it at a brand level?
It was at the segment level. We have three segments: self-care, essential health, and skin health and beauty.
Okay. Thank you very much.
Thank you.
Great. I think we've run past time here, so we'll end it there. Thanks for everybody for joining. We'll be around to take any follow-up questions.
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