Johnson & Johnson (JNJ) 10-K risk factor changes: FY2019 vs FY2018

[removed: Global] [added: Global] sales in the Company’s pharmaceutical and medical devices segments may be negatively impacted by healthcare reforms and increasing pricing [removed: pressures.][added: pressures.]

[removed: The] [added: The] Company is subject to significant legal proceedings that can result in significant expenses, fines and reputational [removed: damage.][added: damage.]

[removed: Product] [added: Product] reliability, safety and effectiveness concerns can have significant negative impacts on sales and results of operations, lead to litigation and cause reputational [removed: damage.][added: damage.]

[removed: Changes] [added: Changes] in tax laws or exposures to additional tax liabilities could negatively impact the Company’s operating [removed: results.][added: results.]

[removed: The] [added: The] Company may not be able to successfully secure and defend intellectual property rights essential to the Company’s [removed: businesses.][added: businesses.]

[removed: The] [added: The] Company’s businesses operate in highly competitive product markets and competitive pressures could adversely affect the Company’s [removed: earnings.][added: earnings.]

[added: Competitors’ development of more effective or] less costly products, and/or their ability to secure patent and other intellectual property rights and successfully market products ahead of the Company, could negatively impact sales of the Company’s existing products as well as its ability to bring new products to market despite significant prior investment in the related product development.

[removed: Significant] [added: Significant] challenges or delays in the Company’s innovation and development of new products, technologies and indications could have an adverse impact on the Company’s long-term [removed: success.][added: success.]

New products introduced within the past five years accounted for approximately 25% of [removed: 2018] [added: 2019] sales.

[removed: The] [added: The] Company faces increasing regulatory scrutiny which imposes significant compliance costs and exposes the Company to government investigations, legal actions and [removed: penalties.][added: penalties.]

[removed: The] [added: The] Company faces a variety of risks associated with conducting business [removed: internationally.][added: internationally.]

[removed: Foreign] [added: *Foreign] Currency [removed: Exchange:] [added: Exchange*:] In fiscal [removed: 2018,] [added: 2019,] approximately 49% of the Company’s sales occurred outside of the U.S., with approximately 23% in Europe, [removed: 8%] [added: 7%] in the Western Hemisphere, excluding the U.S., and [removed: 18%] [added: 19%] in the Asia-Pacific and Africa region.

While the Company uses financial instruments to mitigate the impact of fluctuations in currency exchange rates on its cash flows, [removed: unhedged exposures continue to be subject to currency fluctuations.]

[removed: Inflation] [added: *Inflation] and Currency Devaluation [removed: Risks:] [added: Risks*:] The Company faces challenges in maintaining profitability of operations in economies experiencing high inflation rates.

[removed: Illegal] [added: *Illegal] Importation of Pharmaceutical [removed: Products:] [added: Products*:] The illegal importation of pharmaceutical products from countries where government price controls or other market dynamics result in lower prices may adversely affect the Company’s sales and profitability in the U.S. and other countries in which the Company operates.

[removed: Anti-Bribery] [added: *Anti-Bribery] and Other [removed: Regulations:] [added: Regulations:*] The Company is subject to various federal and foreign laws that govern its international business practices with respect to payments to government officials.

[removed: Other] [added: *Other] Legal, Social and Political [removed: Risks.][added: Risks*.]

[removed: Interruptions] [added: Interruptions] and delays in manufacturing operations could adversely affect the Company’s business, sales and [removed: reputation.][added: reputation.]

The Company's subsidiaries operate [removed: 111] [added: 97] manufacturing facilities as well as sourcing from hundreds of suppliers around the world.

[removed: The] [added: The] Company relies on third parties to manufacture certain of our products.

Any failure by or loss of a third party manufacturer could result in delays and increased costs, which may adversely affect our [removed: business.][added: business.]

We depend on these third party manufacturers to allocate to us a portion of their manufacturing capacity sufficient to meet our needs, to produce products of acceptable quality [removed: and at acceptable manufacturing yields and to deliver those products to us on a timely basis and at acceptable prices.]

[removed: An] [added: An] information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or [removed: reputation][added: reputation]

Litigation, in general, and securities, derivative action, class action and multi-district litigation, in particular, can be expensive and disruptive.

Some of these matters may include thousands of plaintiffs or may be determined to be class actions and may involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years.

For example, the Company is a defendant in numerous lawsuits arising out of the use of body powders containing talc, primarily JOHNSONS® Baby Powder, and the Company’s sale, manufacturing and marketing of opioids.

In fiscal year 2019, Switzerland enacted the Federal Act on Tax Reform and AHV Financing (TRAF) which became effective on January 1, 2020.

As of December 29, 2019, certain cantons where the Company operates have not yet enacted portions of the tax reform as stipulated in the Swiss Federal law.

These enactments and future possible guidance from the applicable taxing authorities may have a material impact on the Company’s operating results.

See Note 8 on income taxes for additional information.

unhedged exposures continue to be subject to currency fluctuations.

and at acceptable manufacturing yields and to deliver those products to us on a timely basis and at acceptable prices.

Counterfeit versions of our products could harm our patients and have a negative impact on our revenues, earnings, reputation and business.

Our industry continues to be challenged by the vulnerability of distribution channels to illegal counterfeiting and the presence of counterfeit products in a growing number of markets and over the Internet.

Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet our rigorous manufacturing and testing standards.

To distributors and patients, counterfeit products may be visually indistinguishable from the authentic version.

Counterfeit medicines pose a risk to patient health and safety because of the conditions under which they are manufactured-often in unregulated, unlicensed, uninspected and unsanitary sites-as well as the lack of regulation of their contents.

The industry's failure to mitigate the threat of counterfeit medicines could adversely impact our business and reputation by impacting patient confidence in our authentic products, potentially resulting in lost sales, product recalls, and an increased threat of litigation.

In addition, diversion of our products from their authorized market into other channels may result in reduced revenues and negatively affect our profitability.

| | | 10 |

On December 22, 2017, the U.S. enacted The Tax Cuts and Jobs Act (the TCJA), which introduced significant changes to U.S. corporate income tax law that will have a meaningful impact on the Company’s provision for income taxes.

Accounting for the income tax effects of the TCJA requires significant judgments to be made in interpreting its provisions.

Anticipated guidance from the U.S. Treasury about implementing the TCJA, which should be final by June 22, 2019 (18 months after enactment),

| | | 5 |

may result in adjustments that could materially affect the Company’s financial position and results of operations as well as the effective tax rate in the period in which the adjustments are made.

On September 28, 2018, the Swiss Parliament approved the Federal Act on Tax Reform and AHV Financing (Swiss Tax Reform).

However, a referendum has been called and, as a result, a public vote on the Swiss Tax Reform will take place on May 19th, 2019.

If the Swiss Tax Reform passes, then the measures are expected to come into force in either January 2020 or January 2021.

Prior to approval in the referendum and its subsequent cantonal implementation, the proposed Swiss Tax Reform is not enacted and therefore the Company has not reflected any of the potential impacts in its fiscal results.

The Company is currently assessing the impact of the proposed Swiss Tax Reform, and when enacted, the law may have a material impact on the Company’s operating results.

Competitors’ development of more effective or

[removed: Organization] [added: Organization] and Business [removed: Segments][added: Segments]

[removed: Description] [added: Description] of the Company and Business [removed: Segments][added: Segments]

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 135,100] [added: 132,200] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the health care field.

[removed: The Medical Devices segment includes a broad range of] [added: These] products [removed: used in the orthopaedic, surgery, interventional solutions (cardiovascular and neurovascular), diabetes care (divested in the fiscal fourth quarter of 2018) and vision fields which] are distributed to wholesalers, hospitals and retailers, and used principally in the professional fields by physicians, nurses, hospitals, eye care professionals and clinics.

In all of its product lines, the Company competes with [added: other] companies both locally and globally, throughout the world.

[removed: Management’s Objectives][added: Management’s Objectives]

New products introduced within the past five years accounted for approximately 25% of [removed: 2018] [added: 2019] sales.

In [removed: 2018, $10.8] [added: 2019, $11.4] billion was invested in research and development and [removed: $0.9] [added: $5.8] billion spent on acquisitions, reflecting management’s commitment to create life-enhancing innovations and to create value through partnerships that will profoundly change the trajectory of health for humanity.

[removed:   ][added: ]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

[removed: Analysis] [added: Analysis] of Consolidated [removed: Sales][added: Sales]

| [removed: Sales] [added: Sales] increase/(decrease) due [removed: to: | | 2018 |] [added: to:] | | [removed: 2017] [added: 2019] | | | [removed: 2016] [added: 2018] | |

| Volume | | [removed: 8.5 | % | | 8.0] [added: 3.7] | % | | [removed: 3.2] [added: 8.5] | % |

| Price | | [removed: (2.2] [added: (0.9] | ) | | [removed: (2.0] [added: (2.2] | ) | [removed: | 0.7 | |]

| Currency | | [removed: 0.4 | | | 0.3] [added: (2.2] | [added: )] | | [removed: (1.3] [added: 0.4] | [removed: )] |

| [removed: Total | | 6.7 | %] [added: Total] | | [removed: 6.3] [added: 0.6] | [removed: %] [added: %] | | [removed: 2.6] [added: 6.7] | [removed: %] [added: %] |

[removed: In 2018, the] [added: The] net impact of acquisitions and divestitures on the worldwide sales growth was a [added: negative impact of 1.7% in 2019 and a] positive impact of [removed: 0.8%.][added: 0.8% in 2018.]

In [removed: 2017,] [added: 2019,] acquisitions and divestitures had a [added: net] positive impact of [removed: 3.6%] [added: 1.6%] on the [removed: worldwide] [added: operational] sales [removed: growth.][added: growth of the worldwide Consumer segment.]

Sales by U.S. companies were [removed: $41.9 billion in 2018, $39.9] [added: $42.1] billion in [removed: 2017] [added: 2019] and [removed: $37.8] [added: $41.9] billion in [removed: 2016.][added: 2018.]

Sales by international companies were [removed: $39.7 billion in 2018, $36.6] [added: $40.0] billion in [removed: 2017] [added: 2019] and [removed: $34.1] [added: $39.7] billion in [removed: 2016.][added: 2018.]

The five-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 2.7%, 5.6%] [added: 2.0%, 3.9%] and [removed: 0.1%,] [added: 0.2%,] respectively.

The ten-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 2.5%, 2.6%] [added: 2.9%, 3.1%] and [removed: 2.4%,] [added: 2.6%,] respectively.

[removed: In 2018, sales] [added: Sales] by companies in [removed: Europe] [added: the Asia-Pacific, Africa region] achieved growth of [removed: 9.5%] [added: 4.9%] as compared to the prior year, including operational growth of [removed: 6.2% and] [added: 6.9% partially offset by] a [removed: positive] [added: negative] currency impact of [removed: 3.3%.][added: 2.0%.]

Sales by companies in the Western Hemisphere (excluding the U.S.) [removed: achieved growth] [added: experienced a sales decline] of [removed: 1.2%] [added: 2.8%] as compared to the prior year, [removed: including] [added: which included] operational growth of [removed: 8.2% and] [added: 5.7% offset by] a negative currency impact of [removed: 7.0%.][added: 8.5%.]

In [removed: 2017,] [added: 2019,] the Company [removed: had two] [added: utilized three] wholesalers distributing products for all three segments that represented approximately [removed: 14.0%] [added: 15.0%, 12.0%] and [removed: 10.0%] [added: 11.0%] of the total consolidated revenues.

[removed: ][added: ]

[removed: Analysis] [added: Analysis] of Sales by Business [removed: Segments][added: Segments]

[removed: Consumer Segment][added: Consumer Segment]

Consumer segment sales in [removed: 2018] [added: 2019] were $13.9 billion, an increase of [removed: 1.8%] [added: 0.3%] from [removed: 2017,] [added: 2018,] which included [removed: 2.2%] [added: 3.0%] operational growth and a negative currency impact of [removed: 0.4%.][added: 2.7%.]

U.S. Consumer segment sales were $5.8 billion, an increase of [removed: 3.5%.][added: 1.4%.]

International sales were $8.1 billion, [removed: an increase] [added: a decrease] of [removed: 0.7%,] [added: 0.4%,] which included [removed: 1.4%] [added: 4.2%] operational growth and a negative currency impact of [removed: 0.7%.][added: 4.6%.]

In [removed: 2018, acquisitions and divestitures had a] [added: 2019, the] net [removed: negative] impact of [removed: 1.0%] [added: acquisitions and divestitures] on the [added: Pharmaceutical segment] operational sales growth [removed: of the worldwide Consumer segment.][added: was negligible.]

[removed: Major] [added: Major] Consumer Franchise [removed: Sales:][added: Sales:]

| | | | | | | | | | [removed: | | | % Change | | |] [added: % Change] | |

| [removed: (Dollars] [added: (Dollars] in [removed: Millions) | | 2018 | | | | 2017] [added: Millions)] | | [added: 2019] | [removed: 2016] | | | [removed: ’18 vs. ’17] [added: 2018] | | | [removed: ’17] [added: ’19] vs. [removed: ’16] [added: ’18] | |

| Wound Care/Other | | [removed: 675 | | | | 779 | |] [added: 671] | [removed: 797] | | | [removed: (13.4] [added: 675] | [removed: )] | | [removed: (2.3] [added: (0.6] | ) |

| [removed: Total] [added: Total] Consumer [removed: Sales | | $ | 13,853 | | | 13,602] [added: Sales] | | [added: $] | [removed: 13,307] [added: 13,898] | | | [removed: 1.8] [added: 13,853] | [removed: %] | | [removed: 2.2] [added: 0.3] | [added: %] |

The Beauty franchise sales of [removed: $4.4] [added: $4.6] billion increased [removed: 4.3%] [added: 4.8%] as compared to the prior year.

The Over-the-Counter (OTC) franchise sales of [removed: $4.3] [added: $4.4] billion increased [removed: 5.0%] [added: 2.5%] as compared to the prior year.

[removed: Growth was primarily driven by share, consumption and market] [added: Additional contributors to the] growth [removed: across multiple brands including ZYRTEC® , TYLENOL® and] [added: were TYLENOL®,] Children's MOTRIN®, [removed: as well as] digestive health products and anti-smoking aids.

The Medical Devices segment includes a broad range of products used in the orthopaedic, surgery, interventional solutions (cardiovascular and neurovascular) and eye health fields.

A critical driver of the Company’s success is the 132,200 diverse employees worldwide.

For discussion on results of operations and financial condition pertaining to the fiscal years 2018 and 2017 see the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018, Item 7.

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

In 2019, worldwide sales increased 0.6% to $82.1 billion as compared to an increase of 6.7% in 2018.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

This represents increases of 0.5% in 2019 and 5.1% in 2018.

This represents an increase of 0.7% in 2019 and 8.5% in 2018.

In 2019, sales by companies in Europe experienced a sales decline of 1.5% as compared to the prior year, which included operational growth of 3.8% offset by a negative currency impact of 5.3%.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

| Beauty | | $ | 4,593 | | | 4,382 | | | 4.8 | % |

| OTC | | 4,444 | | | | 4,334 | | | 2.5 | |

| Baby Care | | 1,675 | | | | 1,858 | | | (9.9 | ) |

| Oral Care | | 1,528 | | | | 1,555 | | | (1.7 | ) |

| Women’s Health | | 986 | | | | 1,049 | | | (6.0 | ) |

Growth was primarily driven by incremental sales from the acquisition of Ci:z Holdings Co., Ltd., (DR.CI:LABO) in Japan as well as market growth and share gains of NEUTROGENA® and AVEENO® products.

Growth was partially offset by the divestitures of RoC® and NIZORAL® in the fiscal year 2018.

Growth was primarily driven by incremental sales from the acquisition of ZARBEES®.

The Oral Care franchise sales of $1.5 billion decreased 1.7% as compared to the prior year.

Growth in LISTERINE® Mouthwash and Ready Tabs outside the U.S. was offset by share declines and retailer destocking in the U.S. and the negative impact of currency.

The decline was primarily driven by the negative impact of currency and weakness in liners partially offset by strength in napkins in Asia Pacific and Latin America.

The decline was primarily driven by the divestiture of COMPEED® outside the U.S. and the negative impact of currency.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

| | | | | | | | | | % Change | |

| (Dollars in Millions) | | 2019 | | | | 2018 | | | ’19 vs. ’18 | |

| Total Immunology | | $ | 13,950 | | | 13,120 | | | 6.3 | % |

| REMICADE® | | 4,380 | | | | 5,326 | | | (17.8 | ) |

| STELARA® | | 6,361 | | | | 5,156 | | | 23.4 | |

| EDURANT®/rilpivirine | | 861 | | | | 816 | | | 5.6 | |

| Total Neuroscience | | 6,328 | | | | 6,077 | | | 4.1 | |

| CONCERTA®/methylphenidate | | 696 | | | | 663 | | | 4.9 | |

| RISPERDAL CONSTA® | | 688 | | | | 737 | | | (6.7 | ) |

| Other Neuroscience | | 1,614 | | | | 1,749 | | | (7.7 | ) |

| Total Oncology | | 10,692 | | | | 9,844 | | | 8.6 | |

A critical driver of the Company’s success, is the 135,100 diverse employees that work across more than 260 operating companies, which are located in more than 60 countries.

| | | |

| --- | --- | --- |

| | | 16 |

In 2018, worldwide sales increased 6.7% to $81.6 billion, compared to an increases of 6.3% and 2.6% in 2017 and 2016, respectively.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In 2016, acquisitions and divestitures had a negative impact of 1.1% on the worldwide sales growth and competitive products to the Company's Hepatitis C products, OLYSIO®/SOVRIAD® (simeprevir) and INCIVO® (telaprevir), had a negative impact of 0.8% on the worldwide sales growth.

Operations in Venezuela negatively impacted the worldwide sales growth 0.3%.

This represents increases of 5.1% in 2018, 5.4% in 2017 and 6.0% in 2016.

This represents an increase of 8.5% in 2018, 7.4% in 2017, and a decrease of 0.9% in 2016.

Sales by companies in the Asia-Pacific, Africa region achieved growth of 10.5% as compared to the prior year, including operational growth of 9.4% and a positive currency impact of 1.1%.

In 2016, the Company had two wholesalers distributing products for all three segments that represented approximately 13.5% and 10.7% of the total consolidated revenues.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Beauty | | $ | 4,382 | | | 4,200 | | | 3,897 | | | 4.3 | % | | 7.8 | |

| OTC | | 4,334 | | | | 4,126 | | | 3,977 | | | 5.0 | | | 3.7 | |

| Baby Care | | 1,858 | | | | 1,916 | | | 2,001 | | | (3.0 | ) | | (4.2 | ) |

| Oral Care | | 1,555 | | | | 1,531 | | | 1,568 | | | 1.6 | | | (2.4 | ) |

| Women’s Health | | 1,049 | | | | 1,050 | | | 1,067 | | | (0.1 | ) | | (1.6 | ) |

Growth was primarily driven by NEUTROGENA®, OGX® and AVEENO® products as well as strength of DR. CI: LABO and DABAO® products outside the U.S. Growth was partially offset by the divestiture of NIZORAL®.

Additionally, sales from the recent U.S. acquisition of Zarbee's Inc. contributed approximately 0.9% to growth.

This was partially offset by strong growth of AVEENO® baby driven by geographic expansion.

The Oral Care franchise sales of $1.6 billion increased 1.6% as compared to the prior year, primarily driven by strong marketing campaigns and new product launches.

Growth in Latin America was offset by the negative impact of currency.

In 2017, acquisitions and divestitures had a net positive impact of 1.8% on the operational sales growth of the worldwide Consumer segment.

Pharmaceutical segment sales in 2018 were $40.7 billion, an increase of 12.4% from 2017, which included operational growth of 11.8% and a positive currency impact of 0.6%.

U.S. sales were $23.3 billion, an increase of 8.4%.

International sales were $17.4 billion, an increase of 18.0%, which included 16.5% operational growth and a positive currency impact of 1.5%.

In 2018, acquisitions and divestitures had a net positive impact of 3.4% on the operational sales growth of the worldwide Pharmaceutical segment.

| Total Immunology | | $ | 13,120 | | | 12,244 | | | 11,968 | | | 7.2 | % | | 2.3 | |

| REMICADE® | | 5,326 | | | | 6,315 | | | 6,966 | | | (15.7 | ) | | (9.3 | ) |

| STELARA® | | 5,156 | | | | 4,011 | | | 3,232 | | | 28.5 | | | 24.1 | |

| EDURANT®/rilpivirine | | 816 | | | | 714 | | | 573 | | | 14.3 | | | 24.6 | |

| Total Neuroscience | | 6,077 | | | | 5,986 | | | 6,085 | | | 1.5 | | | (1.6 | ) |

| CONCERTA®/methylphenidate | | 663 | | | | 791 | | | 863 | | | (16.2 | ) | | (8.3 | ) |

| RISPERDAL CONSTA® | | 737 | | | | 805 | | | 893 | | | (8.4 | ) | | (9.9 | ) |

| Other Neuroscience | | 1,749 | | | | 1,821 | | | 2,115 | | | (4.0 | ) | | (13.9 | ) |

| Total Oncology | | 9,844 | | | | 7,258 | | | 5,807 | | | 35.6 | | | 25.0 | |

| DARZALEX® | | 2,025 | | | | 1,242 | | | 572 | | | 63.0 | | | | |

[removed: General][added: General]

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 135,100] [added: 132,200] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the health care field.

Johnson & Johnson is a holding company, [removed: which has more than 260] [added: with] operating companies conducting business in virtually all countries of the world.

[removed: Segments] [added: Segments] of [removed: Business][added: Business]

[removed: Consumer][added: Consumer]

The Consumer segment includes a broad range of products [added: focused on personal healthcare] used in the [added: beauty, over-the-counter pharmaceutical,] baby care, oral care, [removed: beauty, over-the-counter pharmaceutical,] women’s health and wound care markets.

Baby Care includes the JOHNSON’S® [added: and AVEENO Baby®] line of products.

Major brands in Beauty include the AVEENO®; CLEAN & CLEAR®; [removed: DABAO™; JOHNSON’S® Adult; LE PETITE MARSEILLAIS®;] [added: DR. CI:LABO®;] NEUTROGENA® and OGX® product lines.

Over-the-counter medicines include the broad family of TYLENOL® acetaminophen products; SUDAFED® cold, flu and allergy products; BENADRYL® and ZYRTEC® allergy products; MOTRIN® IB ibuprofen products; [added: NICORETTE® smoking cessation products outside the U.S.; ZARBEE’S NATURALS®] and the PEPCID® line of acid reflux products.

These products are marketed to the general public and sold [removed: both] [added: online and] to retail outlets and distributors throughout the world.

[removed: Pharmaceutical][added: Pharmaceutical]

The Pharmaceutical segment is focused on six therapeutic areas: Immunology (e.g., rheumatoid arthritis, inflammatory bowel disease and psoriasis), Infectious Diseases [removed: and Vaccines] (e.g., HIV/AIDS), Neuroscience (e.g., mood disorders, neurodegenerative disorders and schizophrenia), Oncology (e.g., prostate cancer and hematologic malignancies), Cardiovascular and Metabolism (e.g., thrombosis and diabetes) and Pulmonary Hypertension (e.g., Pulmonary Arterial Hypertension).

Key products in the Pharmaceutical segment include: REMICADE® (infliximab), a treatment for a number of immune-mediated inflammatory diseases; SIMPONI® (golimumab), a subcutaneous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis, active ankylosing spondylitis and moderately active to severely active ulcerative colitis; SIMPONI ARIA® (golimumab), an intravenous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis and active ankylosing spondylitis; STELARA® (ustekinumab), a treatment for adults and children with moderate to severe plaque psoriasis, for adults with active psoriatic arthritis, [removed: and] for adults with moderately to severely active Crohn's [removed: disease;] [added: disease and treatment of moderately to severely active ulcerative colitis;] TREMFYA® (guselkumab), a treatment for adults with moderate to severe plaque psoriasis; EDURANT® (rilpivirine), [removed: INTELENCE® (etravirine),] PREZISTA® (darunavir) and PREZCOBIX®/REZOLSTA® (darunavir/cobicistat), antiretroviral medicines for the treatment of human immunodeficiency virus (HIV-1) in combination with other antiretroviral products and SYMTUZA® [removed: ( darunavir/cobicistat/emtricitabine/tenofovir] [added: (darunavir/cobicistat/emtricitabine/tenofovir] alafenamide), a once-daily single tablet regimen for the treatment of [removed: HIV ;] [added: HIV;] CONCERTA® (methylphenidate HCl) extended-release tablets CII, a treatment for attention deficit hyperactivity disorder; INVEGA SUSTENNA®/XEPLION® (paliperidone palmitate), for the treatment of schizophrenia and schizoaffective disorder in adults; INVEGA TRINZA®/TREVICTA® (paliperidone palmitate), for the treatment of schizophrenia in patients after they have been adequately treated with INVEGA SUSTENNA® for at least four months; RISPERDAL CONSTA® (risperidone long-acting injection), for the treatment of schizophrenia and the [removed: maintenance treatment of Bipolar 1 Disorder in adults; ZYTIGA® (abiraterone acetate), a treatment for metastatic castration-]

[removed: resistant] [added: maintenance treatment of Bipolar 1 Disorder in adults; ZYTIGA® (abiraterone acetate), a treatment for metastatic castration-resistant] prostate cancer (CRPC) and metastatic high-risk castration-sensitive prostate cancer; IMBRUVICA® (ibrutinib), a treatment for certain B-cell malignancies, or blood cancers, chronic graft versus host disease and Waldenström's Macroglobulinemia; DARZALEX® (daratumumab), a treatment for relapsed/refractory multiple myeloma; VELCADE® (bortezomib), a treatment for multiple myeloma mantle cell lymphoma; PROCRIT®/EPREX® (epoetin alfa), a treatment for chemotherapy-induced anemia and patients with chronic kidney disease; XARELTO® (rivaroxaban), an oral anticoagulant for the prevention of deep vein thrombosis (DVT), which may lead to pulmonary embolism (PE) in patients undergoing hip or knee replacement surgery, to reduce the risk of stroke and systemic embolism in patients with nonvalvular atrial fibrillation, and for the treatment and reduction of risk of recurrence of DVT and PE; INVOKANA® (canagliflozin), for the treatment of adults with type 2 diabetes; INVOKAMET®/VOKANAMET® (canagliflozin/metformin HCl), a combination therapy of fixed doses of canagliflozin and metformin hydrochloride for the treatment of adults with type 2 diabetes; and INVOKAMET® XR (canagliflozin/metformin hydrochloride extended-release), a once-daily, fixed-dose combination therapy of canagliflozin and metformin hydrochloride extended-release, for the treatment of adults with type 2 diabetes; OPSUMIT® (macitentan) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH); UPTRAVI® (selexipag), the only approved oral, selective IP receptor agonist targeting a prostacyclin pathway in PAH.

[removed: Medical Devices][added: Medical Devices]

The Medical Devices segment includes a broad range of products used in the orthopaedic, surgery, interventional solutions (cardiovascular and [removed: neurovascular), diabetes care (divested in the fiscal fourth quarter of 2018)] [added: neurovascular)] and eye health fields.

They include orthopaedic products; general surgery, biosurgical, endomechanical and energy products; electrophysiology products to treat cardiovascular disease; [removed: sterilization] and [removed: disinfection products to reduce surgical infection; and] vision products such as disposable contact lenses and ophthalmic products related to cataract and laser refractive surgery.

[removed: Geographic Areas][added: Geographic Areas]

[removed: Raw Materials][added: Raw Materials]

[removed: Patents][added: Patents]

Sales of the Company’s [removed: 2nd] largest product, STELARA® (ustekinumab), accounted for approximately [removed: 6.3%] [added: 7.8%] of the Company's total revenues for fiscal [removed: 2018.][added: 2019.]

These patents are in force in the U.S. and many countries outside the [added: U.S. In the U.S., the latest projected expiration date for patents in this set is 2023 due to patent term extension and adjustment.]

In [removed: the U.S.,] [added: most of Europe,] the latest projected expiration date for patents in this set is [removed: 2023] [added: 2024] due to a [removed: patent] [added: Supplementary Protection Certificate (patent] term [removed: extension.][added: extension).]

[removed: In Europe,] [added: Patents related to these products are in force and] the latest projected [added: U.S.] expiration date [removed: for patents in this set] is 2024 due to [removed: a Supplemental Patent Certificate (patent] [added: patent] term [removed: extension).][added: extension and adjustment.]

In addition to competing in the immunology market with STELARA®, the Company is currently marketing SIMPONI® (golimumab) and SIMPONI ARIA® (golimumab), next generation immunology [removed: products with remaining patent lives of up to six years.][added: products.]

The Company also markets REMICADE® (infliximab) in the immunology market which is the Company’s [added: 2nd] largest product.

[removed: Trademarks][added: Trademarks]

[removed: Seasonality][added: Seasonality]

[removed: Competition][added: Competition]

[removed: Environment][added: Environment]

[removed: Regulation][added: Regulation]

The Company’s businesses are subject to varying degrees of governmental regulation in the countries in which operations are conducted, and the general trend is toward increasingly stringent [removed: regulation.][added: regulation and enforcement.]

Similar trends are also evident in major markets outside of the U.S. The new medical device regulatory framework and the new privacy regulations in Europe [added: and in other countries] are examples of such increased regulation.

In the U.S., attention has been focused [added: by states, regulatory agencies and congress] on drug prices and profits and programs that encourage doctors to write prescriptions for particular drugs, or to recommend, use or purchase particular medical devices.

U.S. government agencies continue [added: efforts] to [removed: implement the extensive requirements] [added: repeal and modify provisions] of the Patient Protection and Affordable Care Act (the [removed: ACA).][added: ACA) which passed in 2010.]

[removed: These have] [added: This changing federal landscape has] both positive and negative impacts on the U.S. healthcare industry with much remaining uncertain as to how various provisions of [removed: the ACA,] [added: federal law,] and potential modification or repeal of [removed: ACA provisions,] [added: these laws,] will ultimately affect the industry.

These processes also are subject to [added: complex and] lengthy regulatory approvals.

[removed: Available Information][added: Available Information]

[added: The Company’s main corporate website address is *www.jnj.com.*] All of the Company’s SEC filings are also available on the Company’s website at [removed: www.investor.jnj.com/sec.cfm,] [added: *www.investor.jnj.com/sec.cfm*,] as soon as reasonably practicable after having been electronically filed or furnished to the SEC.

All SEC filings are also available at the SEC’s website at [removed: www.sec.gov.][added: *www.sec.gov*.]

Johnson & Johnson and its subsidiaries (the Company) have approximately 132,200 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the health care field.

The Company conducts business in virtually all countries of the world with the primary focus on products related to human health and well-being.

We are subject to costly and complex U.S. and foreign laws and governmental regulations and any adverse regulatory action may materially adversely affect our financial condition and business operations.

The FDA and regulatory agencies around the globe are also increasing their enforcement activities.

If the U.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our drugs or medical devices are ineffective or pose an unreasonable health risk, the U.S. FDA could ban such products, detain or seize adulterated or misbranded products, order a recall, repair, replacement, or refund of such products, refuse to grant pending applications for marketing authorization or require certificates of foreign governments for exports, and/or require us to notify health professionals and others that the products present unreasonable risks of substantial harm to the public health.

The U.S. FDA may also assess civil or criminal penalties against us, our officers or employees and impose operating restrictions on a company-wide basis, or enjoin and/or restrain certain conduct resulting in violations of applicable law.

The U.S. FDA may also recommend prosecution to the US Department of Justice.

Any adverse regulatory action, depending on its magnitude, may restrict us from effectively marketing and selling our products and limit our ability to obtain future clearances or approvals, and could result in a substantial modification to our business practices and operations.

Equivalent enforcement mechanisms exist in different countries in which we conduct business.

There is increased focus on interactions between healthcare companies and health care providers and various transparency laws and regulations require disclosures of financial relationships between companies and health care providers.

For example, federal legislation repealed the ACA’s individual mandate tax penalty as well as the tax on generous employer-sponsored healthcare plans; CMS began permitting states to impose work requirements on persons covered by Medicaid expansion plans; certain federal subsidies to insurers have ended; and certain short-term insurance plans not offering the full array of ACA benefits have been allowed to extend in duration.

Some of these changes are being challenged in U.S. courts and so their long-term impact remains uncertain.

The U.S. government also continues to propose and implement changes to the Medicare Part D benefit including the size of manufacturer discounts in the coverage gap and catastrophic phases of the benefit.

Investors and the public should note that the Company also announces information at *www.factsaboutourprescriptionopioids.com* and *www.factsabouttalc.com*.

We use these websites to communicate with investors and the public about our products, litigation and other matters.

It is possible that the information we post to these websites could be deemed to be material information.

Therefore, we encourage investors and others interested in the Company to review the information posted to these websites in conjunction with *www.jnj.com,* the Company's SEC filings, press releases, public conference calls and webcasts.

provided above.

| | | |

| --- | --- | --- |

| | | |

| | | 5 |

The business of Johnson & Johnson is conducted by more than 260 operating companies located in more than 60 countries, including the U.S., which sell products in virtually all countries throughout the world.

United States.

The Company’s main corporate website address is www.jnj.com.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ANNUAL] [added: | ☑ | ANNUAL] REPORT PURSUANT TO SECTION 13 OF [added: THE SECURITIES EXCHANGE ACT OF 1934 |]

[removed: THE SECURITIES EXCHANGE ACT OF 1934][added: | ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to |]

[removed: | For] [added: For] the fiscal year [removed: ended December 30, 2018 | Commission file number 1-3215 |][added: ended December 29, 2019]

[removed: JOHNSON] [added: JOHNSON] & [removed: JOHNSON][added: JOHNSON]

| [removed: New Jersey] [added: New Jersey] | | [removed: 22-1024240] [added: 22-1024240] |

| [removed: One] [added: One] Johnson & Johnson [removed: Plaza New] [added: Plaza New] Brunswick, New [removed: Jersey] [added: Jersey] | | [removed: 08933] [added: 08933] |

Registrant’s telephone number, including area code: [removed: (732) 524-0400][added: (732) 524-0400]

[removed: SECURITIES] [added: SECURITIES] REGISTERED PURSUANT TO SECTION 12(b) OF THE [removed: ACT][added: ACT]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [added: Trading Symbol] | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| Common Stock, Par Value $1.00 | [added: JNJ] | New York Stock Exchange |

| [removed: 4.75%] [added: 5.50%] Notes Due November [removed: 2019] [added: 2024] | [added: JNJ] | New York Stock Exchange |

| 0.250% Notes Due January 2022 | [added: JNJ] | New York Stock Exchange |

| 0.650% Notes Due May 2024 | [added: JNJ] | New York Stock Exchange |

| [removed: 5.50%] [added: 1.150%] Notes Due November [removed: 2024] [added: 2028] | [added: JNJ] | New York Stock Exchange |

| [removed: 1.150%] [added: 1.650%] Notes Due [removed: November 2028] [added: May 2035] | [added: JNJ] | New York Stock Exchange |

Yes [removed: o] [added: ☐] No þ

| | Large accelerated filer [removed: þ] | [added: ☑] | Accelerated filer [removed: o] | [added: ☐] |

| | Non-accelerated filer [removed: o] | [added: ☐] | Smaller reporting company [removed: o] | [added: ☐] |

| | Emerging growth company [removed: o] | [added: ☐] | | |

The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the Common Stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately [removed: $325] [added: $368] billion.

On February [removed: 15, 2019,] [added: 10, 2020,] there were [removed: 2,663,138,579] [added: 2,634,721,257] shares of Common Stock outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

| [removed: Item] [added: Item] | | [removed: Page] [added: Page] |

[removed: | [PART I](#s2F01B692A67C1105CDD5D571DA8029CE) | | |][added: PART I]

| | [Segments of [removed: Business](#s0DF10D517C056B5B875FD571DB20E564)] [added: Business](#s2503BE513D9351829820050D3CEA7DB7)] | [removed: [1](#s0DF10D517C056B5B875FD571DB20E564)] [added: [1](#s2503BE513D9351829820050D3CEA7DB7)] |

| | [Geographic [removed: Areas](#sC94450B25CD22B95F392D571DB41B497)] [added: Areas](#sFC67AC5291A0596F8F62A81D79CF2BDF)] | [removed: [2](#sC94450B25CD22B95F392D571DB41B497)] [added: [2](#sFC67AC5291A0596F8F62A81D79CF2BDF)] |

| | [Raw [removed: Materials](#s2DA2003BBDB660ECA33AD571DB4F78E8)] [added: Materials](#s2BC67DB7212F539D830199E46B6156A8)] | [removed: [2](#s2DA2003BBDB660ECA33AD571DB4F78E8)] [added: [2](#s2BC67DB7212F539D830199E46B6156A8)] |

| | [Available [removed: Information](#s8007D982FE57A64A03C4D571DC9B4EBE)] [added: Information](#s86726D01142A55EFA604D689D7DCAE71)] | [removed: [4](#s8007D982FE57A64A03C4D571DC9B4EBE)] [added: [4](#s86726D01142A55EFA604D689D7DCAE71)] |

| 1A. | [Risk [removed: Factors](#s41B90DCAAC968370751ED571DCC9F268)] [added: Factors](#s9765DD874C545E69ADE64496D65FB833)] | [removed: [5](#s41B90DCAAC968370751ED571DCC9F268)] [added: [6](#s9765DD874C545E69ADE64496D65FB833)] |

| 1B. | [Unresolved Staff [removed: Comments](#s54B73650B9B87E88507BD571DCEFC2CD)] [added: Comments](#sAA29E2408B1A53378036435F14B0F743)] | [removed: [10](#s54B73650B9B87E88507BD571DCEFC2CD)] [added: [11](#sAA29E2408B1A53378036435F14B0F743)] |

| 3 | [Legal [removed: Proceedings](#sAFB59996CBAE8E33AFD1D571DD4240F8)] [added: Proceedings](#s05EB361736ED52C988E5862CFCA9C3D3)] | [removed: [11](#sAFB59996CBAE8E33AFD1D571DD4240F8)] [added: [12](#s05EB361736ED52C988E5862CFCA9C3D3)] |

| 4 | [Mine Safety [removed: Disclosures](#s4BC8FA8D721E5FC94EFFD571DD62443B)] [added: Disclosures](#sC06897F4BC0D584B9AB02FB1A1E6E169)] | [removed: [11](#s4BC8FA8D721E5FC94EFFD571DD62443B)] [added: [12](#sC06897F4BC0D584B9AB02FB1A1E6E169)] |

| | [Executive Officers of the [removed: Registrant](#sDA9CA718BC113599D036D571DDB958AC)] [added: Registrant](#s6897C85A9E6F5C888DCCCCA489C73862)] | [removed: [11](#sDA9CA718BC113599D036D571DDB958AC)] [added: [12](#s6897C85A9E6F5C888DCCCCA489C73862)] |

| 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s639F1FCFD56366E2F495D571B3D6225B)] [added: Securities](#s90037FBA512250A3AD025478758526E8)] | [removed: [14](#s639F1FCFD56366E2F495D571B3D6225B)] [added: [15](#s90037FBA512250A3AD025478758526E8)] |

| 6 | [Selected Financial [removed: Data](#sD7EC136ABE3EF1B0EBAAD571B40CF71A)] [added: Data](#sD0479B88C55257D3B269BF9479F3CD4C)] | [removed: [15](#sD7EC136ABE3EF1B0EBAAD571B40CF71A)] [added: [16](#sD0479B88C55257D3B269BF9479F3CD4C)] |

| 7 | [Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition](#sB54F239D412E303FDE68D571DEB19333)] [added: Condition](#sD9B7A4574DC85BDC8499D386C0601F5B)] | [removed: [16](#sB54F239D412E303FDE68D571DEB19333)] [added: [17](#sD9B7A4574DC85BDC8499D386C0601F5B)] |

or

Commission file number 1-3215

One Johnson & Johnson Plaza

New Brunswick, New Jersey 08933

(Address of principal executive offices)

| 1 | [Business](#s3BA045E93A5956B2B2318FCD5124A8F2) | [1](#s3BA045E93A5956B2B2318FCD5124A8F2) |

| | [General](#s346FF33A0C2C5F81A3458BE83AC5EAD2) | [1](#s346FF33A0C2C5F81A3458BE83AC5EAD2) |

| | [Patents](#sD99363B863225ADBB197A25973F49B71) | [2](#sD99363B863225ADBB197A25973F49B71) |

| | [Trademarks](#sC8538BB25E8C5BD59956B27AFEC797A3) | [3](#sDA5547D5B40D567D8F84B76055547BCA) |

| | [Seasonality](#sDA5547D5B40D567D8F84B76055547BCA) | [3](#sDA5547D5B40D567D8F84B76055547BCA) |

| | [Competition](#s3A7E5E8E20425BD9A4432CD674D286B7) | [3](#s3A7E5E8E20425BD9A4432CD674D286B7) |

| | [Environment](#s921781027B2A5B128D05B2F0310C0EAA) | [3](#s921781027B2A5B128D05B2F0310C0EAA) |

| | [Regulation](#s8FCAB9CE9FA2586EA2AF3F41456E7EDB) | [3](#s8FCAB9CE9FA2586EA2AF3F41456E7EDB) |

| 2 | [Properties](#s3B73D9327C695F4FB85559C4690FCE42) | [11](#s3B73D9327C695F4FB85559C4690FCE42) |

| [PART II](#s5F4A58A908165FABB49BFC9E1E8B663E) | | |

| 11 | [Executive Compensation](#sEBCED6575EB85E828D70AD4B014EED2A) | [110](#sEBCED6575EB85E828D70AD4B014EED2A) |

| [PART IV](#sF2513F90F29A524FBEC9F2A7E9EF0630) | | |

| 16 | [Form 10-K Summary](#sBEF2CE8F11565893AED5BE0C807E0650) | [111](#sBEF2CE8F11565893AED5BE0C807E0650) |

| | [Signatures](#s9877593841F3534ABAE9DBED3F121CF2) | [112](#s9877593841F3534ABAE9DBED3F121CF2) |

| | [Exhibit Index](#s4FEA1A423EEB5ADF957EC80029AD3FA9) | [114](#s4FEA1A423EEB5ADF957EC80029AD3FA9) |

| | |

10-K 1 form10-k20181230.htm 10-K 2018

| 1.650% Notes Due May 2035 | | New York Stock Exchange |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

| 1 | [Business](#sA996E5582184934B5A8DD571DAA63EE1) | [1](#sA996E5582184934B5A8DD571DAA63EE1) |

| | [General](#sC4F9BDBA40F22EDDC1C1D571C9BB3E1B) | [1](#sC4F9BDBA40F22EDDC1C1D571C9BB3E1B) |

| | [Patents](#sFBCDE7FDDF4844EF7A51D571DB7D6847) | [2](#sFBCDE7FDDF4844EF7A51D571DB7D6847) |

| | [Trademarks](#sF548CEA74592AB8CFC8AD571DBA29DF8) | [3](#s622FDE949470F6BF769AD571DBE8ECAA) |

| | [Seasonality](#s622FDE949470F6BF769AD571DBE8ECAA) | [3](#s622FDE949470F6BF769AD571DBE8ECAA) |

| | [Competition](#s4E17FE76D51BD4ACF8B8D571DBF5F35E) | [3](#s4E17FE76D51BD4ACF8B8D571DBF5F35E) |

| | [Environment](#s1F6DEAF871C7678073A9D571DC6D1640) | [3](#s1F6DEAF871C7678073A9D571DC6D1640) |

| | [Regulation](#sECE2C5350F9EE690501CD571DC73C05F) | [3](#sECE2C5350F9EE690501CD571DC73C05F) |

| 2 | [Properties](#s1BF6851EF9B64D7CD651D571D3B4E139) | [10](#s1BF6851EF9B64D7CD651D571D3B4E139) |

| [PART II](#sAFCEE00E9E0ADA45854AD571DE755870) | | |

| 11 | [Executive Compensation](#sFF28AA7678887CE94351D571E8372ACF) | [104](#sFF28AA7678887CE94351D571E8372ACF) |

| [PART IV](#s1A50BC2D8DA8121155BFD571E8D6F565) | | |

| 16 | [Form 10-K Summary](#s3932AEEE4910D3D34ECFD571E91CC898) | [105](#s3932AEEE4910D3D34ECFD571E91CC898) |

| | [Signatures](#sAD29C96F1D993645D2FAD571E9744011) | [106](#sAD29C96F1D993645D2FAD571E9744011) |

| | [Exhibit Index](#s1031DF8B3E2FDB3EEE05D571E9843447) | [108](#s1031DF8B3E2FDB3EEE05D571E9843447) |

| • | Market conditions and the possibility that the Company’s share repurchase program may be delayed, suspended or discontinued; |

The Company's subsidiaries operate [removed: 111] [added: 97] manufacturing facilities occupying approximately [removed: 20.5] [added: 15.2] million square feet of floor space.

| [removed: Segment] [added: Segment] | | [removed: Square Feet (in thousands)] [added: Square Feet (in thousands)] | |

| Medical Devices | | [removed: 7,183] [added: 4,825] | |

| Worldwide Total | | [removed: 20,505] [added: 15,153] | |

Within the U.S., five facilities are used by the Consumer segment, five by the Pharmaceutical segment and [removed: 27] [added: 22] by the Medical Devices segment.

Outside of the U.S., 25 facilities are used by the Consumer segment, 14 by the Pharmaceutical segment and [removed: 35] [added: 26] by the Medical Devices segment.

| [removed: Geographic Area] [added: Geographic Area] | | [removed: Number] [added: Number] of [removed: Facilities] [added: Facilities] | | | [removed: Square Feet (in thousands)] [added: Square Feet (in thousands)] | |

| United States | | [removed: 37] [added: 32] | | | [removed: 5,855] [added: 4,480] | |

| Western Hemisphere, excluding U.S. | | [removed: 12] [added: 11] | | | [removed: 2,800] [added: 1,833] | |

| Africa, Asia and Pacific | | [removed: 28] [added: 27] | | | [removed: 4,263] [added: 2,901] | |

| Worldwide Total | | [removed: 111] [added: 97] | | | [removed: 20,505] [added: 15,153] | |

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition”] [added: Condition] of this Report.

Following FDA inspections [removed: in 2015,] McNEIL-PPC received notifications from the FDA that all three manufacturing facilities are in conformity with applicable laws and regulations, and commercial production has [removed: restarted.][added: restarted in 2015.]

For information regarding lease obligations, see Note 16 [removed: “Rental Expense and Lease] [added: “Lease] Commitments” of the Notes to Consolidated Financial Statements included in Item 8 of this Report.

| Consumer | | 4,832 | |

| Pharmaceutical | | 5,496 | |

| Europe | | 27 | | | 5,939 | |

| | | 11 |

| Consumer | | 6,503 | |

| Pharmaceutical | | 6,819 | |

| Europe | | 34 | | | 7,587 | |

| | | 10 |

[removed: EXECUTIVE] [added: EXECUTIVE] OFFICERS OF THE [removed: REGISTRANT][added: REGISTRANT]

| [removed: Name] [added: Name] | | [removed: Age] [added: Age] | | [removed: Position] [added: Position] |

| Joaquin Duato | | [removed: 56] [added: 57] | | Vice Chairman, Executive Committee(a) |

| Peter M. [removed: Fasolo] [added: Fasolo, Ph.D.] | | [removed: 56] [added: 57] | | Member, Executive Committee; Executive Vice President, Chief Human Resources Officer(b) |

| Alex Gorsky | | [removed: 58] [added: 59] | | Chairman, Board of Directors; Chairman, Executive Committee; Chief Executive Officer |

| Ashley McEvoy | | [removed: 48] [added: 49] | | Member, Executive Committee; Executive Vice President, Worldwide Chairman, Medical Devices(c) |

| [removed: Jorge Mesquita] [added: Thibaut Mongon] | | [removed: 57] [added: 50] | | Member, Executive [removed: Committee;] [added: Committee,] Executive Vice President, Worldwide Chairman, Consumer(d) |

| [removed: Thibaut Mongon] [added: Jennifer L. Taubert] | | [removed: 49] [added: 56] | | [removed: Appointee,] Member, Executive [removed: Committee,] [added: Committee;] Executive Vice President, Worldwide Chairman, [removed: Consumer(e)] [added: Pharmaceuticals(g)] |

| Michael E. Sneed | | [removed: 59] [added: 60] | | Member, Executive Committee; Executive Vice President, Global Corporate Affairs and Chief Communication [removed: Officer(f)] [added: Officer(e)] |

| Paulus [removed: Stoffels] [added: Stoffels, M.D.] | | [removed: 56] [added: 57] | | Vice Chairman, Executive Committee; Chief Scientific [removed: Officer(g)] [added: Officer(f)] |

| Michael H. Ullmann | | [removed: 60] [added: 61] | | Member, Executive Committee; Executive Vice President, General [removed: Counsel(i)] [added: Counsel(h)] |

| Kathryn E. Wengel | | [removed: 53] [added: 54] | | Member, Executive Committee; Executive Vice President, Chief Global Supply Chain [removed: Officer(j)] [added: Officer(i)] |

| Joseph J. Wolk | | [removed: 52] [added: 53] | | Member, Executive Committee; Executive Vice President, Chief Financial [removed: Officer(k)] [added: Officer(j)] |

| (a) | Mr. J. Duato joined the Company in 1989 with Janssen-Farmaceutica S.A. (Spain), a subsidiary of the Company, and held executive positions of increasing responsibility in the Pharmaceutical sector. In 2009, he was named Company Group Chairman, Pharmaceuticals, and in 2011, he was named Worldwide Chairman, Pharmaceuticals. In 2016, Mr. Duato became a member of the Executive Committee and was named Executive Vice President, Worldwide Chairman, [added: Pharmaceuticals. In July 2018, Mr. Duato was promoted to Vice Chairman of the Executive Committee, with responsibility for the company's Pharmaceutical and Consumer sectors, supply chain, information technology, global services and the Health & Wellness groups.] |

| (b) | Dr. P. M. Fasolo joined the Company in 2004 as Vice President, Worldwide Human Resources for Cordis Corporation, a subsidiary of the Company, and was subsequently named Vice President, Global Talent Management for the Company. He left Johnson & Johnson in 2007 to join Kohlberg Kravis Roberts & Co. as Chief Talent Officer. Dr. Fasolo returned to the Company in 2010 as the Vice President, Global Human Resources, and in 2011, he became a member of the Executive Committee. In April 2016, he was named Executive Vice President, Chief Human Resources Officer. [removed: Mr.] [added: Dr.] Fasolo has responsibility for global talent, recruiting, diversity, compensation, benefits, employee relations and all aspects of the human resources agenda for the Company. |

| (c) | Ms. A. McEvoy joined the Company in [removed: 1997] [added: 1996] as Assistant Brand Manager of McNeil Consumer Health, a subsidiary of the Company, advancing through positions of increasing responsibilities until she was appointed Company Group Chairman, Vision Care in 2012, followed by Company Group Chairman, Consumer Medical Devices in 2014. In July 2018, Ms. McEvoy was promoted to Executive Vice President, Worldwide Chairman, Medical Devices, and became a member of the Executive Committee. [removed: She] [added: Ms. McEvoy] has responsibility for the surgery, orthopaedics, interventional solutions and eye health businesses across Ethicon, DePuy Synthes, Biosense Webster and Johnson & Johnson Vision. |

| [removed: (e)] [added: (d)] | Mr. T. Mongon joined the Company in 2000 as Director of Marketing for the Vision Care group in France and subsequently held general management positions as Country Manager France, Belgium and North Africa, Managing Director Latin America, and President Asia-Pacific. Mr. Mongon transitioned to the Pharmaceutical sector in 2012 as the Global Commercial Strategy Leader for the Neuroscience therapeutic area, before joining the consumer sector as Company Group Chairman Asia-Pacific. [removed: The Company has announced that Mr. Mongon will be named] [added: In 2019, he was promoted to] Executive Vice President and Worldwide Chairman, Consumer, and [added: became] a member of the Executive [removed: Committee, upon the retirement of his predecessor, Mr. Mesquita, effective March 1, 2019. In addition to leading the Consumer business,] [added: Committee.] Mr. Mongon [removed: will have] [added: has] responsibility for [added: the global development of] Johnson & [removed: Johnson Southeast Asia.] [added: Johnson’s health and wellness products and solutions in beauty, OTC, oral care, baby care, women’s health, and wound care.] |

| [removed: (f)] [added: (e)] | Mr. M. E. Sneed joined the Company in [removed: 1986] [added: 1983] as [removed: Product Director] [added: Marketing Assistant] for Personal [removed: Products,] [added: Products Company,] a subsidiary of the Company, and gained increased responsibilities in executive positions across the global enterprise. In 2004, Mr. Sneed was appointed Company Group Chairman, Consumer North America, followed by Company Group Chairman, Vision Care Franchise in 2007. In 2012, he became the Vice President, Global Corporate Affairs and Chief Communications Officer. Mr. Sneed was appointed Executive Vice President, Global Corporate Affairs and Chief Communications Officer in January 2018, and became a member of the Executive Committee in July 2018, leading the [removed: corporation's] [added: Company's] global marketing, communication, design and philanthropy functions. |

| [removed: (g)] [added: (f)] | Dr. P. Stoffels [removed: joined] [added: rejoined] the Company in 2002 with the acquisition of Tibotec Virco NV, where he was Chief Executive Officer of Virco NV and Chairman of Tibotec NV. In 2005, he was appointed Company Group Chairman, Global Virology. In 2006, he assumed the role of Company Group Chairman, Pharmaceuticals. Dr. Stoffels was appointed Global Head, Research & Development, Pharmaceuticals in 2009, and in 2011, became Worldwide Chairman, Pharmaceuticals. In 2012, Dr. Stoffels was appointed Chief Scientific Officer, and became a member of the Executive Committee. In 2016, Dr. Stoffels was named Executive Vice President, Chief Scientific Officer. In 2018, Dr. Stoffels was promoted to Vice Chairman of the Executive Committee, Chief Scientific Officer. He is responsible for the Company’s innovation agenda across the Pharmaceutical, Medical Devices and Consumer sectors, product safety strategy, and the Company’s global public health strategy. |

| [removed: (h)] [added: (g)] | Ms. J. L. Taubert joined the Company in 2005 as Worldwide Vice President at Johnson & Johnson Pharmaceutical Services, a subsidiary of the Company. She held several executive positions [added: of increasing responsibility] in the Pharmaceutical sector until 2012 when she was appointed Company Group Chairman, North America Pharmaceuticals, and in 2015 became Company Group Chairman, The Americas, Pharmaceuticals. In July 2018, Ms. Taubert was promoted to Executive Vice President, Worldwide Chairman, Pharmaceuticals, and became a member of the Executive Committee. [added: Ms. Taubert has responsibility for the Immunology, Infectious Diseases, Neuroscience, Oncology, Cardiovascular and Metabolism, and Pulmonary Hypertension businesses throughout Janssen.] |

| [removed: (i)] [added: (h)] | Mr. M. H. Ullmann joined the Company in 1989 as a corporate attorney in the Law Department. He was appointed Corporate Secretary in 1999 and served in that role until 2006. During that time, he also held various management positions in the Law Department. In 2006, he was named General Counsel, Medical Devices and Diagnostics and was appointed Vice President, General Counsel and became a member of the Executive Committee in 2012. In April 2016, Mr. Ullmann was named Executive Vice President, General Counsel. Mr. Ullmann has worldwide responsibility for legal, government affairs & policy, global security, aviation and health care compliance & privacy. |

| [removed: (j)] [added: (i)] | Ms. K. E. Wengel joined the Company in 1988 as Project Engineer and Engineering Supervisor at Janssen, a subsidiary of the Company. During her tenure with the Company, she has held a variety of strategic leadership and executive positions across the global enterprise, in roles within operations, quality, engineering, new products, information technology, and other technical and business functions. In 2010, Ms. Wengel became the first Chief Quality Officer of the Company. In 2014, she was promoted to Vice President, Johnson & Johnson Supply Chain. In July 2018, she was promoted to Executive Vice President, Chief Global Supply Chain Officer, and became a member of the Executive Committee. |

| [removed: (k)] [added: (j)] | Mr. J. J. Wolk joined the Company in 1998 as Finance Manager, Business Development for Ortho-McNeil, a subsidiary of the Company, and through the years held a variety of senior leadership roles in several segments and functions across the Company's subsidiaries, in Pharmaceuticals, Medical Devices and Supply Chain. From 2014 to 2016, he served as Vice President, Finance and Chief Financial Officer of the Janssen Pharmaceutical Companies of Johnson & Johnson. In 2016, Mr. Wolk became the Vice President, Investor Relations. In July 2018, he was appointed Executive Vice President, Chief Financial Officer and became a member of the Executive Committee. Mr. Wolk [removed: is responsible for leading] [added: plays a strategic role in] the [added: overall management of the Company, and leads the] development and execution of the Company's global long-term financial strategy. |

[removed: PART II][added: PART II]

| | | 14 |

| Jennifer L. Taubert | | 55 | | Member, Executive Committee; Executive Vice President, Worldwide Chairman, Pharmaceuticals(h) |

| | |

| --- | --- |

| | | 11 |

Pharmaceuticals.

In July 2018, Mr. Duato was promoted to Vice Chairman of the Executive Committee, with responsibility for the company's Pharmaceutical and Consumer sectors, supply chain, information technology, global services and the Health & Wellness groups.

| (d) | Mr. J. Mesquita joined the Company in 2014 as Worldwide Chairman, Consumer. Prior to joining the Company, he served in various marketing and leadership capacities across Latin America, including roles in Oral Care and Beauty at The Procter & Gamble Company from 1984 to 2013. In April 2016, Mr. Mesquita became a member of the Executive Committee and was promoted to Executive Vice President, Worldwide Chairman, Consumer. Mr. Mesquita plans to retire from the Company in March 2019. |

As of February [removed: 15, 2019,] [added: 12, 2020,] there were [removed: 142,029] [added: 135,953] record holders of common stock of the Company.

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The following table provides information with respect to common stock purchases by the Company during the fiscal fourth quarter of [removed: 2018.][added: 2019.]

| [removed: Period] [added: Fiscal Period] | | [removed: Total Number of] [added: Total Number of] Shares [removed: Purchased(1)] [added: Purchased(1)] | | | [removed: Avg. Price Paid] [added: Avg. Price Paid] Per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or [removed: Programs(2)] [added: Programs(2)] | | [removed: Maximum] [added: Maximum] Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or [removed: Programs(3)] [added: Programs] |

| (1) | During the fiscal fourth quarter of [removed: 2018,] [added: 2019,] the Company repurchased an aggregate of [removed: 27,171,987] [added: 3,061,614] shares of Johnson & Johnson Common Stock in open-market transactions, of which [removed: 7,073,136 shares were purchased pursuant to the repurchase program that was publicly announced on December 17, 2018, and of which 20,098,851] [added: 3,061,614] shares were purchased in open-market transactions as part of a systematic plan to meet the needs of the Company’s compensation programs. |

| (2) | As of [removed: December 30, 2018,] [added: September 29, 2019, the share repurchase program was completed with] an aggregate of [removed: 7,073,136] [added: 37,181,268] shares [removed: were] purchased for a total of [removed: $0.9] [added: $5.0] billion since the inception of the repurchase program announced on December 17, 2018. |

The repurchase program was completed in the fiscal third quarter of 2019.

| September 30, 2019 through October 27, 2019 | | — | | | $ | — | | | \- | | \- |

| October 28, 2019 through November 24, 2019 | | 734,409 | | | 130.60 | | | | \- | | \- |

| November 25, 2019 through December 29, 2019 | | 2,327,205 | | | 141.91 | | | | \- | | \- |

| Total | | 3,061,614 | | | | | | | | | |

| | | 15 |

The repurchase program has no time limit and may be suspended for periods or discontinued at any time.

| October 1, 2018 through October 28, 2018 | | 2,192,500 | | | $ | 138.74 | | | \- | | \- |

| October 29, 2018 through November 25, 2018 | | 6,849,298 | | | 143.27 | | | | \- | | \- |

| November 26, 2018 through December 30, 2018 | | 18,130,189 | | | 139.10 | | | | 7,073,136 | | 32,131,870 |

| Total | | 27,171,987 | | | | | | | | | |

| | |

| --- | --- |

| (3) | As of December 30, 2018, the maximum number of shares that may yet be purchased under the plan is 32,131,870 based on the closing price of Johnson & Johnson Common Stock on the New York Stock Exchange on December 28, 2018 of $127.27 per share. |

| | | 14 |

[removed: Summary] [added: Summary] of Operations and Statistical Data [removed: 2008-2018*][added: 2009-2019]

| [removed: (Dollars] [added: (Dollars] in Millions Except Per Share [removed: Amounts) | 2018] [added: Amounts)] | [added: 2019] | [removed: 2017] | [added: 2018] | [removed: 2016] | [added: 2017] | [removed: 2015] | [added: 2016] | [removed: 2014] | [added: 2015] | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | | [removed: 2011] [added: 2012] | | | [removed: 2010] [added: 2011] | | | [removed: 2009] [added: 2010] | | | [removed: 2008] [added: 2009] | |

| Sales to customers — U.S. | [removed: $41,884] [added: $42,097] | | [added: 41,884 | |] 39,863 | | 37,811 | | 35,687 | | 34,782 | | | 31,910 | | | 29,830 | | | 28,908 | | | 29,450 | | | 30,889 | | [removed: | 32,309 | |]

| Sales to customers — International | [added: 39,962 | |] 39,697 | | 36,587 | | 34,079 | | 34,387 | | 39,549 | | | 39,402 | | | 37,394 | | | 36,122 | | | 32,137 | | | 31,008 | | [removed: | 31,438 | |]

| [removed: Total sales] [added: Total sales] | [added: 82,059 | |] 81,581 | | 76,450 | | 71,890 | | 70,074 | | 74,331 | | | 71,312 | | | 67,224 | | | 65,030 | | | 61,587 | | | 61,897 | | [removed: | 63,747 | |]

| Cost of products sold | [added: 27,556 | |] 27,091 | | 25,439 | | 21,789 | | 21,426 | | 22,684 | | | 22,181 | | | 21,515 | | | 20,219 | | | 18,688 | | | 18,380 | | [removed: | 18,463 | |]

| Selling, marketing and administrative expenses | [added: 22,178 | |] 22,540 | | 21,520 | | 20,067 | | 21,079 | | 21,887 | | | 21,650 | | | 20,697 | | | 20,800 | | | 19,296 | | | 19,712 | | [removed: | 21,431 | |]

| Research and development expense | [added: 11,355 | |] 10,775 | | 10,594 | | 9,143 | | 8,999 | | 8,471 | | | 8,119 | | | 7,602 | | | 7,486 | | | 6,796 | | | 6,949 | | [removed: | 7,554 | |]

| In-process research and development | [added: 890 | |] 1,126 | | 408 | | 29 | | 224 | | 178 | | | 580 | | | 1,163 | | | — | | | — | | | — | | [removed: | 181 | |]

| Interest income | [added: (357) | |] (611) | | (385) | | (368) | | (128) | | (67 | ) | | (74 | ) | | (64 | ) | | (91 | ) | | (107 | ) | | (90 | ) | [removed: | (361 | ) |]

| Interest expense, net of portion capitalized | [added: 318 | |] 1,005 | | 934 | | 726 | | 552 | | 533 | | | 482 | | | 532 | | | 571 | | | 455 | | | 451 | | [removed: | 435 | |]

| Other (income) expense, net | [added: 2,525 | |] 1,405 | | (42) | | 210 | | (1,783) | | 82 | | | 2,903 | | | 2,004 | | | 3,115 | | | (488 | ) | | (333 | ) | [removed: | (885 | ) |]

| Restructuring | [added: 266 | |] 251 | | 309 | | 491 | | 509 | | — | | | — | | | — | | | 569 | | | — | | | 1,073 | | [removed: | — | |]

| | [added: 64,731 | |] 63,582 | | 58,777 | | 52,087 | | 50,878 | | 53,768 | | | 55,841 | | | 53,449 | | | 52,669 | | | 44,640 | | | 46,142 | | [removed: | 46,818 | |]

| Earnings before provision for taxes on income | [removed: $17,999] [added: $17,328] | | [added: 17,999 | |] 17,673 | | 19,803 | | 19,196 | | 20,563 | | | 15,471 | | | 13,775 | | | 12,361 | | | 16,947 | | | 15,755 | | [removed: | 16,929 | |]

| Provision for taxes on income | [added: 2,209 | |] 2,702 | | 16,373 | | 3,263 | | 3,787 | | 4,240 | | | 1,640 | | | 3,261 | | | 2,689 | | | 3,613 | | | 3,489 | | [removed: | 3,980 | |]

| [removed: Net earnings] [added: Net earnings] | [added: 15,119 | |] 15,297 | | 1,300 | | 16,540 | | 15,409 | | 16,323 | | | 13,831 | | | 10,514 | | | 9,672 | | | 13,334 | | | 12,266 | | [removed: | 12,949 | |]

| Add: Net loss attributable to noncontrolling interest | — | | — | | — | | — | | — | | [removed: |] — | | | [removed: 339] [added: —] | | | [removed: —] [added: 339] | | | — | | | — | | | — | |

| [removed: Net] [added: Net] earnings attributable to Johnson & [removed: Johnson] [added: Johnson] | [added: 15,119 | |] 15,297 | | 1,300 | | 16,540 | | 15,409 | | 16,323 | | | 13,831 | | | 10,853 | | | 9,672 | | | 13,334 | | | 12,266 | | [removed: | 12,949 | |]

| Percent of sales to customers | [removed: 18.8%] [added: 18.4%] | | [added: 18.8 | |] 1.7 | | 23.0 | | 22.0 | | 22.0 | | | 19.4 | | | 16.1 | | | 14.9 | | | 21.7 | | | 19.8 | | [removed: | 20.3 | |]

| Diluted net earnings per share of common stock (1) | [removed: $5.61] [added: $5.63] | | [added: 5.61 | |] 0.47 | | 5.93 | | 5.48 | | 5.70 | | | 4.81 | | | 3.86 | | | 3.49 | | | 4.78 | | | 4.40 | | [removed: | 4.57 | |]

| Percent return on average shareholders’ equity | [removed: 25.5%] [added: 25.4%] | | [added: 25.5 | |] 2.0 | | 23.4 | | 21.9 | | 22.7 | | | 19.9 | | | 17.8 | | | 17.0 | | | 24.9 | | | 26.4 | | [removed: | 30.2 | |]

| [removed: Percent] [added: Percent] increase (decrease) over previous [removed: year: |] [added: year:] | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sales to customers | [removed: 6.7%] [added: 0.6%] | | [added: 6.7 | |] 6.3 | | 2.6 | | (5.7) | | 4.2 | | | 6.1 | | | 3.4 | | | 5.6 | | | (0.5 | ) | | (2.9 | ) | [removed: | 4.3 | |]

| Diluted net earnings per share | [added: 0.4% | |] N/M | | [removed: (92.1)%] [added: (92.1)] | | 8.2 | | (3.9) | | 18.5 | | | 24.6 | | | 10.6 | | | (27.0 | ) | | 8.6 | | | (3.7 | ) | [removed: | 25.9 | |]

| [removed: Supplementary] [added: Supplementary] balance sheet [removed: data: |] [added: data:] | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Property, plant and equipment, net | [added: 17,658 | |] 17,035 | | 17,005 | | 15,912 | | 15,905 | | 16,126 | | | 16,710 | | | 16,097 | | | 14,739 | | | 14,553 | | | 14,759 | | [removed: | 14,365 | |]

| Additions to property, plant and equipment | [added: 3,498 | |] 3,670 | | 3,279 | | 3,226 | | 3,463 | | 3,714 | | | 3,595 | | | 2,934 | | | 2,893 | | | 2,384 | | | 2,365 | | [removed: | 3,066 | |]

| Total assets | [added: 157,728 | |] 152,954 | | 157,303 | | 141,208 | | 133,411 | | 130,358 | | | 131,754 | | | 121,347 | | | 113,644 | | | 102,908 | | | 94,682 | | [removed: | 84,912 | |]

| Long-term debt | [added: 26,494 | |] 27,684 | | 30,675 | | 22,442 | | 12,857 | | 15,122 | | | 13,328 | | | 11,489 | | | 12,969 | | | 9,156 | | | 8,223 | | [removed: | 8,120 | |]

| Operating cash flow | [added: 23,416 | |] 22,201 | | 21,056 | | 18,767 | | 19,569 | | 18,710 | | | 17,414 | | | 15,396 | | | 14,298 | | | 16,385 | | | 16,571 | | [removed: | 14,972 | |]

| [removed: Common] [added: Common] stock [removed: information |] [added: information] | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends paid per share | [removed: $3.54] [added: 3.75] | | [added: 3.54 | |] 3.32 | | 3.15 | | 2.95 | | 2.76 | | | 2.59 | | | 2.40 | | | 2.25 | | | 2.11 | | | 1.93 | | [removed: | 1.795 | |]

| Shareholders’ equity per share | [added: 22.59 | |] 22.44 | | 22.43 | | 26.02 | | 25.82 | | 25.06 | | | 26.25 | | | 23.33 | | | 20.95 | | | 20.66 | | | 18.37 | | [removed: | 15.35 | |]

| Market price per share (year-end close) | [removed: $127.27] [added: $145.75] | | [added: 127.27 | |] 139.72 | | 115.21 | | 102.72 | | 105.06 | | | 92.35 | | | 69.48 | | | 65.58 | | | 61.85 | | | 64.41 | | [removed: | 58.56 | |]

| Average shares outstanding (millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| — basic | [added: 2,645.1 | |] 2,681.5 | | 2,692.0 | | 2,737.3 | | 2,771.8 | | 2,815.2 | | | 2,809.2 | | | 2,753.3 | | | 2,736.0 | | | 2,751.4 | | | 2,759.5 | | [removed: | 2,802.5 | |]

| — diluted | [added: 2,684.3 | |] 2,728.7 | | 2,745.3 | | 2,788.9 | | 2,812.9 | | 2,863.9 | | | 2,877.0 | | | 2,812.6 | | | 2,775.3 | | | 2,788.8 | | | 2,789.1 | | [removed: | 2,835.6 | |]

| [removed: Employees (thousands)] [added: Employees (thousands)] | [added: 132.2 | |] 135.1 | | 134.0 | | 126.4 | | 127.1 | | 126.5 | | | 128.1 | | | 127.6 | | | 117.9 | | | 114.0 | | | 115.5 | | [removed: | 118.7 | |]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | 16 |

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* Per the adoption of ASU 2017-07 prior year amounts on the Consolidated Statement of Earnings have been reclassified to retroactively apply classification of the service cost component and the other components of net periodic benefit cost

| | | 15 |

| [removed: Index] [added: Index] to Audited Consolidated Financial [removed: Statements] [added: Statements] | |

[removed: | [35](#s50F19327441C6464C574D5719DD70D8F) | [Consolidated Balance Sheets](#s50F19327441C6464C574D5719DD70D8F) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [36](#s5156ED830973923ED1C0D5719962D737) | [Consolidated Statements of Earnings](#s5156ED830973923ED1C0D5719962D737) |][added: CONSOLIDATED STATEMENTS OF EARNINGS]

[removed: | [37](#s7E26F8A45DED73345BA4D5719C22C259) | [Consolidated Statements of Comprehensive Income](#s7E26F8A45DED73345BA4D5719C22C259) |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

[removed: | [38](#sEBA5618D0B040660279AD5719DB820B0) | [Consolidated Statements of Equity](#sEBA5618D0B040660279AD5719DB820B0) |][added: CONSOLIDATED STATEMENTS OF EQUITY]

[removed: | [39](#s17C59FBAEAC01D2DCE0CD57197FBB49F) | [Consolidated Statements of Cash Flows](#s17C59FBAEAC01D2DCE0CD57197FBB49F) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [41](#s54F637E499CF6035A1A3D571E171F4B2) | [Notes to Consolidated Financial Statements](#s54F637E499CF6035A1A3D571E171F4B2) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: | [99](#s2A3A1B8608DFC90786FBD571E6B69A51) | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#s2A3A1B8608DFC90786FBD571E6B69A51) |][added: Firm]

[removed: | [101](#sB2F8D1E12EF0AD12BAD0D571E6D5E12E) | [Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting](#sB2F8D1E12EF0AD12BAD0D571E6D5E12E) |][added: Reporting]

[removed: JOHNSON] [added: JOHNSON] & JOHNSON AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: CONSOLIDATED BALANCE SHEETS][added: | [35](#s57844B876FBF5FB786C296A3CDC33DCA) | [Consolidated Balance Sheets](#s57844B876FBF5FB786C296A3CDC33DCA) |]

[removed: At December 30, 2018 and] [added: | | |] December 31, 2017 [added: | | | | | | | | | | December 30, 2018 | | | | |]

[removed: (Dollars] [added: (Dollars] in Millions Except Share and Per Share Amounts) (Note [removed: 1)][added: 1)]

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | [added: | 2017 | |]

| [removed: Assets] [added: Assets] | | | | | | |

| [removed: Current assets] [added: Current assets] | | | | | | |

| Cash and cash equivalents (Notes 1 and 2) | $ | [removed: 18,107] [added: 17,305] | | | [removed: 17,824] [added: 18,107] | |

| Marketable securities (Notes 1 and 2) | [removed: 1,580] [added: 1,982] | | | | [removed: 472] [added: 1,580] | |

| Accounts receivable trade, less allowances for doubtful accounts [removed: $248 (2017, $291)] [added: $226 (2018, $248)] | [removed: 14,098] [added: 14,481] | | | | [removed: 13,490] [added: 14,098] | |

| Inventories (Notes 1 and 3) | [removed: 8,599] [added: 9,020] | | | | [removed: 8,765] [added: 8,599] | |

| Prepaid expenses and other receivables | [removed: 2,699] [added: 2,392] | | | | [removed: 2,537] [added: 2,699] | |

| Assets held for sale (Note 20) | [removed: 950] [added: 94] | | | | [removed: —] [added: 950] | |

| [removed: Total] [added: Total] current [removed: assets] [added: assets] | [removed: 46,033] [added: 45,274] | | | | [removed: 43,088] [added: 46,033] | |

| Property, plant and equipment, net (Notes 1 and 4) | [removed: 17,035] [added: 17,658] | | | | [removed: 17,005] [added: 17,035] | |

| Intangible assets, net (Notes 1 and 5) | [removed: 47,611] [added: 47,643] | | | | [removed: 53,228] [added: 47,611] | |

| Goodwill (Notes 1 and 5) | [removed: 30,453] [added: 33,639] | | | | [removed: 31,906] [added: 30,453] | |

| Deferred taxes on income (Note 8) | [removed: 7,640] [added: 7,819] | | | | [removed: 7,105] [added: 7,640] | |

| Other assets | [removed: 4,182] [added: 5,695] | | | | [removed: 4,971] [added: 4,182] | |

| [removed: Total assets] [added: Total assets] | [removed: $] [added: $] | [removed: 152,954] [added: 157,728] | | | [removed: 157,303] [added: 152,954] | |

| [removed: Liabilities] [added: Liabilities] and Shareholders’ [removed: Equity] [added: Equity] | | | | | | |

| [removed: Current liabilities] [added: Current liabilities] | | | | | | |

| Loans and notes payable (Note 7) | $ | [removed: 2,796] [added: 1,202] | | | [removed: 3,906] [added: 2,796] | |

| Accounts payable | [removed: 7,537] [added: 8,544] | | | | [removed: 7,310] [added: 7,537] | |

| Accrued liabilities | [removed: 7,601] [added: 9,715] | | | | [removed: 7,304] [added: 7,601] | |

| Accrued rebates, returns and promotions | [removed: 9,380] [added: 10,883] | | | | [removed: 7,210] [added: 9,380] | |

| Accrued compensation and employee related obligations | [removed: 3,098] [added: 3,354] | | | | [removed: 2,953] [added: 3,098] | |

| Accrued taxes on income (Note 8) | [removed: 818] [added: 2,266] | | | | [removed: 1,854] [added: 818] | |

| [removed: Total] [added: Total] current [removed: liabilities] [added: liabilities] | [removed: 31,230] [added: 35,964] | | | | [removed: 30,537] [added: 31,230] | |

| Long-term debt (Note 7) | [removed: 27,684] [added: 26,494] | | | | [removed: 30,675] [added: 27,684] | |

| Deferred taxes on income (Note 8) | [removed: 7,506] [added: 5,958] | | | | [removed: 8,368] [added: 7,506] | |

At December 29, 2019 and December 30, 2018

| | 2019 | | | | 2018 | |

| Commitments and Contingencies (Note 21) | | | | | | |

| | 97,888 | | | | 94,114 | |

JOHNSON & JOHNSON AND SUBSIDIARIES

*See Notes to Consolidated Financial Statements*

JOHNSON & JOHNSON AND SUBSIDIARIES

*See Notes to Consolidated Financial Statements*

JOHNSON & JOHNSON AND SUBSIDIARIES

(Dollars in Millions) (Note 1)

| Balance, December 29, 2019 | $ | 59,471 | | | 110,659 | | | | (15,891 | ) | | 3,120 | | | (38,417 | ) |

*See Notes to Consolidated Financial Statements*

JOHNSON & JOHNSON AND SUBSIDIARIES

(Dollars in Millions) (Note 1)

| Net earnings | $ | 15,119 | | | 15,297 | | | 1,300 | |

| Proceeds from credit support agreements | 338 | | | | — | | | — | |

*See Notes to Consolidated Financial Statements*

Columns and rows within tables may not add due to rounding.

Percentages have been calculated using actual, non-rounded figures.

The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.

Right of Use (ROU) Assets and Lease Liabilities for operating leases are included in Other assets, Accrued liabilities, and Other liabilities on the consolidated balance sheet.

The ROU Assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease.

Commitments under finance leases are not significant, and are included in Property, plant and equipment, Loans and notes payable, and Long-term debt on the consolidated balance sheet.

ROU Assets and Lease Liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term.

The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, when the implicit rate is not readily determinable.

Lease terms may include options to extend or terminate the lease.

These options are included in the lease term when it is reasonably certain that the Company will exercise that option.

Operating lease expense is recognized on a straight-line basis over the lease term.

The Company has elected the following policy elections on adoption: use of portfolio approach on leases of assets under master service agreements, exclusion of short term leases on the balance sheet, and not separating lease and non-lease components.

The guidance was effective for the Company as of the fiscal fourth quarter of 2018, due to the previous adoption of ASU 2017-12.

The standard may have an impact in the future as the market for SOFR derivatives develops over time and if SOFR is used to hedge the Company’s financial instruments.

Accounting Standards adopted in the fiscal 2018 with a cumulative effect to the 2018 opening balance of Retained Earnings

The liability is recognized within Accrued Rebates, Returns, and Promotions on the consolidated balance sheet.

A significant portion of the liability related to rebates is from the sale of the Company's pharmaceutical products within the U.S., primarily the Managed Care, Medicare and Medicaid programs, which amounted to $7.0 billion and $5.8 billion as of December 29, 2019 and December 30, 2018, respectively.

sales to customers.

Often, these collaborations require upfront, milestone and royalty or profit

| (Dollars in Millions) | | 2019 | | | | | | | | | |

| Cash | | $ | 2,637 | | | 2,637 | | | | — | |

| Non-U.S. Sovereign Securities(1) | | 439 | | | | 149 | | | | 290 | |

| Other Reverse repurchase agreements | | 375 | | | | 375 | | | | — | |

| | 94,114 | | | | 91,714 | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

*Prior years amounts were reclassified to conform to current year presentation (adoption of ASU 2017-07)

| Balance, January 3, 2016 | $ | 71,150 | | | 103,879 | | | | (13,165 | ) | | 3,120 | | | (22,684 | ) |

ASU 2014-09: Revenue from Contracts with Customers

On January 1, 2018, the Company adopted the new accounting standard, ASC 606, Revenue from Contracts with Customers and all the related amendments (new revenue standard) to all contracts using the modified retrospective method.

The cumulative effect of initially applying the new revenue standard was recognized as an adjustment to the opening balance of retained earnings.

The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The adoption of the new revenue standard has not had a material impact to either reported Sales to customers or Net earnings.

Additionally, the Company will continue to recognize revenue from product sales as goods are shipped or delivered to the customer, as control of goods transfers at the same time.

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on the Company's Consolidated Statement of Earnings and Balance Sheet was as follows:

| Statement of Earnings - For the fiscal year ended December 30, 2018 | | | | | | | | | |

| (Dollars in millions) | As Reported | | | | Effect of change | | | Balance without adoption of ASC 606 | |

| | As Reported | | | | Effect of change | | | Balance without adoption of ASC 606 | |

| Assets | 152,954 | | | | 23 | | | 152,977 | |

| Liabilities | 93,202 | | | | 4 | | | 93,206 | |

| Equity | $ | 59,752 | | | 19 | | | 59,771 | |

The Company made a cumulative effect adjustment to the 2018 opening balance of retained earnings upon adoption of ASU 2014-09, which decreased beginning retained earnings by $47 million.

ASU 2016-01: Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities

The amendments in this update supersede the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities to be measured at fair value with changes in the fair value recognized through net earnings.

The standard amends financial reporting by providing relevant information about an entity’s equity investments and reducing the number of items that are recognized in other comprehensive income.

The Company made a cumulative effect adjustment to the opening balance of retained earnings upon adoption of ASU 2016-01 that increased retained earnings by $232 million net of tax and decreased accumulated other comprehensive income for previously unrealized gains from equity investments.

ASU 2016-16: Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory

The Company adopted this standard as of the beginning of the fiscal year 2018.

This update removes the current exception in U.S. GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity.

The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected.

As discussed further in Note 8 to the Consolidated Financial Statements, in the fourth fiscal quarter of 2018 the Company elected an accounting policy to treat the tax on global intangible low-taxed income (GILTI) under the deferred tax accounting model.

As a result, the Company is required to record an additional deferred tax liability related to the basis difference of these intra-entity asset transfers.

The Company recorded net adjustments including an increase to deferred tax assets of approximately $2.0 billion, an increase to deferred tax liabilities of approximately $1.7 billion, related to the GILTI accounting policy election in the fourth fiscal quarter of 2018, a decrease to Other Assets of approximately $0.7 billion and a decrease to retained earnings of approximately $0.4 billion.

ASU 2017-01: Clarifying the Definition of a Business

This update narrows the definition of a business by providing a screen to determine when an integrated set of assets and activities is not a business.

The screen specifies that an integrated set of assets and activities is not a business if substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single or a group of similar identifiable assets.

This update was applied prospectively.

ASU 2017-07: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

This update requires that an employer disaggregate the service cost component from the other components of net periodic benefit cost (NPBC).

In addition, only the service cost component will be eligible for capitalization.

The amendments in this update are required to be applied retrospectively for the presentation of the service cost component and the other components of NPBC in the Consolidated Statement of Earnings and prospectively, on and after the adoption date, for the capitalization of the service cost component of NPBC in assets.

As required by the transition provisions of this update, the following table shows the impact of the adoption on the respective line items in the Consolidated Statement of Earnings for 2018 and the reclassifications to the 2017 and 2016 fiscal year Consolidated Statement of Earnings to retroactively apply classification of the service cost component and the other components of NPBC:

| Cost of products sold | | $ | 51 | | 85 | | | 104 | |

[added: *Disclosure Controls and Procedures.*] At the end of the period covered by this Report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures.

[added: *Reports on Internal Control Over Financial Reporting.*] The information called for by this item is incorporated herein by reference to "Management’s Report on Internal Control Over Financial Reporting", and the attestation regarding internal controls over financial reporting included in the "Report of Independent Registered Public Accounting Firm" included in Item 8 of this Report.

[added: *Changes in Internal Control Over Financial Reporting.*] During the fiscal quarter ended December [removed: 30, 2018,] [added: 29, 2019,] there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required under Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures.

Reports on Internal Control Over Financial Reporting.

Changes in Internal Control Over Financial Reporting.

[removed: PART III][added: PART III]

Election of Directors” and “Stock Ownership and Section 16 Compliance – [added: Delinquent] Section 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] in the Proxy Statement; and the material under the caption “Executive Officers of the Registrant” in Part I of this Report.

The Code of Business Conduct is available on the Company’s website at [removed: www.jnj.com/code-of-business-conduct,] [added: *www.jnj.com/code-of-business-conduct*,] and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices.

Any substantive amendment to the Code of Business Conduct or any waiver of the Code granted to the Chief Executive Officer, the Chief Financial Officer or the Controller will be posted on the Company’s website at [removed: www.investor.jnj.com/gov.cfm] [added: *www.investor.jnj.com/gov.cfm*] within five business days (and retained on the website for at least one year).

The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers is available on the Company’s website at [removed: www.investor.jnj.com/gov/boardconduct.cfm,] [added: *www.investor.jnj.com/gov/boardconduct.cfm*,] and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices.

on the Company’s website at [removed: www.investor.jnj.com/gov.cfm] [added: *www.investor.jnj.com/gov.cfm*] within five business days (and retained on the website for at least one year).

| | | 109 |

| | | 103 |

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

The following table provides certain information as of December [removed: 30, 2018] [added: 29, 2019] concerning the shares of the Company’s Common Stock that may be issued under existing equity compensation plans.

| [removed: Plan Category] [added: Plan Category] | [removed: Number] [added: Number] of Securities [removed: to be] [added: to be] Issued Upon Exercise [removed: of Outstanding] [added: of Outstanding] Options and [removed: Rights] [added: Rights] | | | [removed: Weighted Average Exercise] [added: Weighted Average Exercise] Price [removed: of Outstanding] [added: of Outstanding] Options and [removed: Rights] [added: Rights] | | | | [removed: Number] [added: Number] of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: for Future] [added: for Future] Issuance Under Equity Compensation [removed: Plans(2)(3)] [added: Plans(2)(3)] | |

| Equity Compensation Plans [added: Not] Approved by Security [removed: Holders(1)] [added: Holders] | [removed: 130,605,768] | | | [added: \-] | [removed: $82.52] | | | [removed: 351,079,202] [added: \-] | |

| Equity Compensation Plans [removed: Not] Approved by Security [removed: Holders] [added: Holders(1)] | [removed: \-] [added: 130,579,915] | | | [removed: \-] | [added: $90.31] | | | [removed: \-] [added: 314,776,315] | |

| Total | 130,579,915 | | | | $90.31 | | | 314,776,315 | |

| Total | 130,605,768 | | | | $82.52 | | | 351,079,202 | |

[removed: PART IV][added: PART IV]

| | | 110 |

| | | 104 |

[removed: Financial Statements][added: *Financial Statements*]

Consolidated Balance Sheets at end of Fiscal Years [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Earnings for Fiscal Years [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

Consolidated Statements of Comprehensive Income for Fiscal Years [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

Consolidated Statements of Equity for Fiscal Years [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

Consolidated Statements of Cash Flows for Fiscal Years [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

[removed: Exhibits] [added: *Exhibits*] Required [removed: to] [added: *to] be Filed by Item 60l of Regulation [removed: S-K][added: S-K*]

[removed: SIGNATURES][added: SIGNATURES]

Date: February [removed: 20, 2019][added: 18, 2020]

| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |

| /s/ A. Gorsky | | Chairman, Board of Directors | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ J. J. Wolk | | Chief Financial Officer | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ R. [removed: A. Kapusta] [added: J. Decker Jr.] | | Controller and Chief Accounting Officer | | February [removed: 20, 2019] [added: 18, 2020] |

| R. [removed: A. Kapusta] [added: J. Decker Jr.] | | (Principal Accounting Officer) | | |

| /s/ M. C. Beckerle | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ D. S. Davis | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ I. E. L. Davis | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ J. A. Doudna | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ M. B. McClellan | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ A. M. Mulcahy | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ W. D. Perez | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ C. Prince | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ A. E. Washington | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

| /s/ R. A. Williams | | Director | | February [removed: 20, 2019] [added: 18, 2020] |

[removed: EXHIBIT INDEX][added: EXHIBIT INDEX]

| [removed: Reg. S-K] [added: Reg. S-K] | | |

| [removed: Exhibit Table] [added: Exhibit Table] | | [removed: Description] [added: Description] |

| [removed: Item No.] [added: Item No.] | | [removed: of Exhibit] [added: of Exhibit] |

| [removed: [10(f)](http://www.sec.gov/Archives/edgar/data/200406/000095012301002941/y46182ex10-f.txt)] [added: [10(f)](http://www.sec.gov/Archives/edgar/data/200406/000020040619000033/a201910-q1qexhibit10ajjexe.htm)] | | Johnson & Johnson Executive Incentive Plan [removed: (as amended)] [added: (Amended as of November 28, 2018)] — Incorporated herein by reference to Exhibit [removed: 10(f)] [added: 10(a)] of the Registrant’s Form [removed: 10-K Annual] [added: 10-Q Quarterly] Report for [removed: the fiscal year ended December 31, 2000.*] [added: filed May 1, 2019.*] |

| [removed: [10(u)](http://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)] [added: [10(t)](http://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)] | | Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies, Amended and Restated as of October 1, 2014 — Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended September 28, 2014.* |

| [removed: [10(v)](http://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)] [added: [10(u)](http://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)] | | First Amendment to the Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies (as amended and restated effective October 1, 2014) — Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended June 28, 2015.* |

| [removed: [10(w)](http://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)] [added: [10(v)](http://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)] | | Second Amendment to the Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies (as amended and restated effective October 1, 2014) — Incorporated herein by reference to Exhibit 10(x) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 3, 2016.* |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/200406/000020040619000009/ex21-subsidiariesxform10xk.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/200406/000020040620000010/ex21-subsidiariesxform.htm)] | | Subsidiaries - Filed with this document. |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/200406/000020040619000009/ex23-pwcconsentxform10xkx2.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/200406/000020040620000010/ex23-pwcconsentxform10.htm)] | | Consent of Independent Registered Public Accounting Firm — Filed with this document. |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/200406/000020040619000009/ex311-302certofceoxform10x.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/200406/000020040620000010/ex311-302certofceoxfor.htm)] | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act — Filed with this document. |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/200406/000020040619000009/ex312-302certofcfoxform10x.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/200406/000020040620000010/ex312-302certofcfoxfor.htm)] | | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act — Filed with this document. |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/200406/000020040619000009/ex321-906certofceoxform10x.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/200406/000020040620000010/ex321-906certofceoxfor.htm)] | | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act — Furnished with this document. |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/200406/000020040619000009/ex322-906certofcfoxform10x.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/200406/000020040620000010/ex322-906certofcfoxfor.htm)] | | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act — Furnished with this document. |

| | | 111 |

| | | 112 |

| Signature | | Title | | Date |

| /s/ M. A. Hewson | | Director | | February 18, 2020 |

| M. A. Hewson | | | | |

| /s/ H. Joly | | Director | | February 18, 2020 |

| H. Joly | | | | |

| | | | | |

| /s/ M. A. Weinberger | | Director | | February 18, 2020 |

| M. A. Weinberger | | | | |

| | | | | |

| | | 113 |

| | | 114 |

| Reg. S-K | | |

| Exhibit Table | | Description |

| Item No. | | of Exhibit |

| Exhibit 101: | | |

| EX-101.INS | | Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |

| EX-101.SCH | | Inline XBRL Taxonomy Extension Schema |

| EX-101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase |

| EX-101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase |

| EX-101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase |

| EX-101.DEF | | Inline XBRL Taxonomy Extension Definition Document |

| Exhibit 104: | | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |

| | | 115 |

| | | 105 |

| | | 106 |

| | | 107 |

| | | 108 |

| [10(t)](http://www.sec.gov/Archives/edgar/data/200406/000020040613000038/ex10t-employmentagreementb.htm) | | Summary of Employment Arrangements for Sandra E. Peterson — Incorporated herein by reference to Exhibit 10(t) of the Registrant's Form 10-K Annual Report for the year ended December 30, 2012.* |

| 101 | | XBRL (Extensible Business Reporting Language) The following materials from this Report for the fiscal year ended December 30, 2018, formatted in Extensive Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements. |

| | | 109 |