Johnson & Johnson (JNJ) 10-K risk factor changes: FY2022 vs FY2021

For the Company’s [removed: Medical Devices] [added: MedTech] businesses, technological innovation, product quality, reputation and customer service are especially important to competitiveness.

The Company’s subsidiaries operate [removed: 85] [added: 89] manufacturing facilities as well as sourcing from thousands of suppliers around the world.

[removed: The] [added: The] COVID-19 pandemic has adversely [removed: impacted] [added: impacted, and may continue to adversely impact,] certain aspects of the Company’s [removed: business and could cause disruptions or future impact to the Company’s] business, results of operations and financial [removed: condition.][added: condition, including lower sales and reduced customer demand and usage of certain of our products.]

We are subject to risks associated with global health crises, [removed: epidemics] [added: epidemics, pandemics] and [removed: pandemics,] [added: other outbreaks (such incident(s), a health crisis or health crises),] including the global outbreak of coronavirus and its variants (COVID-19).

The [added: continued] spread of COVID-19 [removed: has caused] [added: or other health crises may cause] the Company to modify its business [removed: practices (including instituting remote work for many of the Company’s employees),] [added: practices,] and [removed: the Company may] take further actions as may be required by government authorities or as the Company determines are in the best interests of our patients, customers, employees and business partners.

[removed: The Company continues to monitor] [added: While] the [removed: situation and while we have] [added: Company has] robust business continuity plans in place across our global supply chain network to help mitigate the impact of [removed: COVID-19,] [added: health crises,] these efforts may not completely prevent our business from being adversely affected and future impacts remain uncertain.

While the U.S. and other countries have [removed: begun or will begin to reopen] [added: substantially reopened] their economies, the extent to which [removed: COVID-19 will] [added: COVID-19, or other health crises, could] impact the Company’s future operations will depend on many factors which cannot be predicted with confidence, including the duration of [removed: the] [added: an] outbreak and impact of variants.

[removed: Any resurgence] [added: A surge] in COVID-19 [added: or other health crises] could result in the imposition of new mandates and prolonged restrictive measures implemented in order to control the spread of [removed: the] disease.

The [removed: continued] global spread of COVID-19 [added: or other health crises] could adversely impact the Company’s operations, including, among other things, our manufacturing operations, supply chain, [removed: including] third-party suppliers, sales and [removed: marketing] [added: marketing,] and clinical trial operations.

We also face uncertainties related to our [removed: COVID-19 vaccine,] [added: vaccine development programs,] including uncertainties related to the risk that our continued development programs may not be successful, commercially viable or receive approval from regulatory authorities; risks associated with clinical trial and real-world data, including further analyses of its efficacy, safety and durability; the risk that [added: continued evolution and mutation of disease and the duration of a particular outbreak may impede our ability to conduct trials within a specified time frame; the risk that] data are subject to differing interpretations and assessments, including during the peer review/publication process, in the scientific community generally, and by national immunization technical advisory groups (NITAGs) and regulatory authorities; disruptions in the relationships between us, our third-party [removed: suppliers and] [added: suppliers,] external [removed: manufacturers;] [added: manufacturers, and other third parties with whom we engage;] the risk that other companies may produce superior or competitive products; the risk that demand for any products we may develop may no longer exist; risks related to the availability of raw materials to manufacture any such products; the risk that we may not be able to recoup costs associated with our R&D and manufacturing efforts and risks associated with any changes in the way we approach or provide additional research funding for potential drug [removed: development related to COVID-19;] [added: development;] the risk that we may not be able to create or scale up manufacturing capacity on a timely basis, that we may continue to experience manufacturing delays once a manufacturing site is activated, or have access to logistics or supply channels commensurate with global demand for any potential approved vaccine or product candidate, which would negatively impact our ability to supply the estimated numbers of doses of our vaccine within the projected time periods indicated, and other challenges and risks associated with the pace of our vaccine development program; and pricing and access challenges for such products, including in the U.S.

Given that developments concerning the [removed: COVID-19 pandemic] [added: Russia-Ukraine War are ongoing and] have been constantly evolving, additional impacts and risks may [removed: arise, including litigation,] [added: arise] that are not presently known to [removed: the Company.][added: us.]

Global sales in the Company’s Pharmaceutical and [removed: Medical Devices] [added: MedTech] segments may be negatively impacted by healthcare reforms and increasing pricing pressures.

Sales of the Company’s Pharmaceutical and [removed: Medical Devices] [added: MedTech] products are significantly affected by reimbursements by third-party payers such as government healthcare programs, private insurance plans and managed care organizations.

In addition, [removed: increased] [added: recent legislation and ongoing] political scrutiny [added: or pricing, coverage and reimbursement] could result in additional pricing pressures.

For example, the Company is a defendant in numerous lawsuits arising out of the use of body powders containing talc, primarily [removed: JOHNSON’S®] [added: JOHNSON’S] Baby Powder, and the Company’s sale, manufacturing and marketing of opioids.

Changes in tax laws or regulations around the world, including in the U.S. and as led by the Organization for Economic Cooperation and Development, [removed: could negatively impact] [added: such as] the [removed: Company’s effective tax rate] [added: recent adoption by the EU, enactment by South Korea] and [removed: results of operations.][added: the anticipated enactment]

[added: Development of successful] products and technologies is also necessary to offset revenue losses when the Company’s existing products lose market share due to various factors such as competition and loss of patent exclusivity.

New products introduced within the past five years [removed: accounted for approximately 25% of 2021 sales.]

*Foreign Currency Exchange*: In fiscal [removed: 2021,] [added: 2022,] approximately [removed: 50%] [added: 49%] of the Company’s sales occurred outside of the U.S., with approximately 25% in Europe, 6% in the Western Hemisphere, excluding the U.S., and [removed: 19%] [added: 18%] in the Asia-Pacific and Africa region.

[removed: The] [added: Specifically, the] Company has accounted for operations in [removed: Argentina] [added: Argentina, Turkey] and Venezuela as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%.

Also, in many countries outside the U.S., the healthcare providers who prescribe human pharmaceuticals are employed by the government and the purchasers of human pharmaceuticals are government entities; [added: therefore, the Company’s interactions with these prescribers and purchasers are subject to regulation under the FCPA.]

In addition to the U.S. application and enforcement of the FCPA, various jurisdictions in which the Company operates have laws [removed: and regulations, including the U.K. Bribery Act 2010, aimed at preventing and penalizing corrupt and anticompetitive behavior.]

In November 2021, the Company announced its intention to separate the Company’s Consumer Health business, with the intention to create a [removed: new,] [added: standalone] publicly traded [removed: company.][added: company, which was subsequently named Kenvue, Inc. ("Kenvue").]

The Company is targeting completion of the planned separation in [removed: 18 to 24 months after initial announcement.][added: 2023.]

Completion of the planned separation will be subject to the satisfaction of certain conditions, including, among others, consultations with works councils and other employee representative bodies, as required, final approval [removed: of] [added: by] the Company’s Board of Directors, [removed: receipt of a favorable opinion] [added: the continuing effectiveness] and [added: validity of the Company's private letter ruling from the] Internal Revenue Service (“IRS”) [removed: ruling] [added: and receipt of favorable opinions of the Company's U.S. tax advisors] with respect to the tax-free nature of the transaction, and the receipt of other regulatory approvals.

The Company [removed: will incur] [added: has incurred, and is expected to incur,] significant expenses in connection with the planned separation.

The Company [removed: intends to obtain an opinion from its U.S. tax advisors and] [added: has received] a [added: private letter] ruling from the IRS as to the tax-free nature of the planned separation under the U.S. Internal Revenue Code of 1986, as amended.

The [removed: opinion and] [added: private letter] ruling [added: and opinions] will be based on, among other things, various [removed: factual assumptions and] [added: facts, assumptions,] representations [removed: that the Company] and [added: undertakings from] the [removed: New Consumer Health] Company [removed: will make] [added: and Kenvue] regarding the past and future conduct of the companies’ respective businesses and other matters.

[removed: If] [added: Notwithstanding the private letter ruling and opinions of tax advisors, if] subsequent to the planned separation [removed: it is determined] [added: the IRS determines] that [added: certain steps of] the transaction [removed: does] [added: do] not qualify for tax-free treatment for U.S. federal income tax purposes, the resulting tax liability to the Company and its shareholders could be substantial.

[removed: Any unsuccessful implementation of our succession plans or failure to ensure effective transfer of] knowledge and smooth transitions involving key employees could adversely affect our business, financial condition, or results of operations.

To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks; however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely [added: impacted.]

Global health crises, pandemics, epidemics, or other outbreaks could adversely disrupt or impact certain aspects of the Company’s business, results of operations and financial condition.

Specifically, the Inflation Reduction Act of 2022 (IRA) may subject certain products to government-established pricing, potentially impose rebates, and subject manufacturers who fail to adhere to the government's interpretations of the law to penalties.

by additional countries of a global minimum tax, could negatively impact the Company’s effective tax rate and results of operations.

accounted for approximately 25% of 2022 sales.

and regulations, including the U.K. Bribery Act 2010, aimed at preventing and penalizing corrupt and anticompetitive behavior.

The Russia-Ukraine War, and actions taken in response to the Russia-Ukraine War, could adversely affect our business, results of operations or financial condition.

In February 2022, Russia launched a military invasion of Ukraine.

The ongoing Russia-Ukraine War has provoked strong reactions from the United States, the United Kingdom, the European Union and various other countries and economic and political organizations around the world.

We have been monitoring the geopolitical situation in Russia since the start of the Russia-Ukraine War and have suspended additional investment, enrollment of clinical trials, and supply of our personal care products in Russia.

We continue to monitor the need for humanitarian relief in the region and continue to supply our medicines, medical devices and equipment in the region in compliance with the applicable sanctions.

We will continue to monitor the geopolitical situation in Russia and to evaluate our activities and future operations in Russia.

Actions taken in response to the Russia-Ukraine War include the imposition of export controls and broad financial and economic sanctions against Russia, Belarus and specific areas of Ukraine.

Additional sanctions or other measures may be imposed by the global community, including but not limited to limitations on our ability to file, prosecute and maintain patents, trademarks and other intellectual property rights.

Furthermore, the Russian government has already taken action allowing Russian companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation and we may not be able to prevent third parties from practicing our inventions in Russia or from selling or importing products in and into Russia.

We have experienced, and expect to continue to experience, other risks related to the broad economic consequences of the Russia-Ukraine War, including foreign currency volatility, decreased demand for our products in countries affected by the Russia-Ukraine War and challenges to our global supply chain related to increased costs of materials and other inputs for our products and suppliers operating in Russia and Ukraine.

We also continue to monitor the various sanctions and export controls imposed in response to the Russia-Ukraine War.

The full impact of the Russia-Ukraine War, and actions taken in response to the ongoing conflict, on the global economy and geopolitical relations, in general, and on our business in particular, remain uncertain.

Any or all of the foregoing risks could

have an adverse effect on our business, results of operations or financial condition, particularly as the conflict continues for an indefinite period of time.

The Russia-Ukraine War may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

The planned separation is conditioned on, among other things, the continuing effectiveness and validity of the Company's private letter ruling from the IRS and receipt of favorable opinions of the Company's U.S. tax advisors.

If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, the Company and its shareholders may not be able to rely on the ruling or the opinions of tax advisors.

Any unsuccessful implementation of our succession plans or failure to ensure effective transfer of

As a result of the Russia-Ukraine War, there has been, and we expect there will continue to be, an increased risk of information security or cybersecurity incidents, including cyberattacks perpetrated by Russia or others at its direction.

Although we have taken steps to enhance our protections against these attacks, we may not be able to address the threat of information security or cybersecurity incidents proactively or implement adequate preventative measures and we may not be able to detect and address any such disruption or security breach promptly, or at all, which could adversely affect our business, results of operations or financial condition.

Moreover, we are aware of incidents in which our third-party partners have been the target of information security or cybersecurity incidents as a result of the Russia-Ukraine War.

Although, to date, our IT Systems have not been compromised by these incidents, it is possible that future information security or cybersecurity incidents involving our customers, manufacturers, suppliers or other third-party partners could successfully compromise our IT Systems, which could adversely affect our business, results of operations or financial condition.

| | | | | | | | | |

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

| | | | | | | 15 | | |

The COVID-19 pandemic has adversely impacted, and is expected to continue to adversely impact, certain aspects of the Company’s business, results of operations and financial condition, including lower sales and reduced customer demand and usage of certain of our products.

In addition, to the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section and those incorporated by reference herein, including risks relating to the Company’s effective tax rate as a result of changes in consumption as well as changes in laws relating to supply of the Company’s products.

Development of successful

therefore, the Company’s interactions with these prescribers and purchasers are subject to regulation under the FCPA.

If any of these assumptions or representations are, or become, inaccurate or incomplete, reliance on the opinion and ruling may be jeopardized.

impacted.

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 141,700] [added: 152,700] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

The Company is organized into three business segments: Consumer Health, Pharmaceutical and [removed: Medical Devices.][added: MedTech.]

The Pharmaceutical segment is focused on [removed: six] [added: the following] therapeutic areas, including Immunology, Infectious diseases, Neuroscience, Oncology, Pulmonary Hypertension, and Cardiovascular and Metabolic diseases.

The [removed: Medical Devices] [added: MedTech] segment includes a broad [removed: range] [added: portfolio] of products used in the Orthopaedic, Surgery, Interventional Solutions (cardiovascular and neurovascular) and Vision fields.

This Committee oversees and coordinates the activities of the Consumer Health, Pharmaceutical and [removed: Medical Devices] [added: MedTech] business segments.

New products introduced within the past five years accounted for approximately 25% of [removed: 2021] [added: 2022] sales.

In [removed: 2021, $14.7] [added: 2022, $14.6] billion was invested in research and development 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.

A critical driver of the Company’s success is the diversity of its [removed: 141,700] [added: 152,700] employees worldwide.

Employees are empowered and inspired to lead with [removed: the Company’s] Our Credo and purpose as guides.

[removed:   ][added:   ]

For discussion on results of operations and financial condition pertaining to the fiscal years [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] see the Company’s Annual Report on Form 10-K for the fiscal year ended January [removed: 3, 2021,] [added: 2, 2022,] Item 7.

In [removed: 2021,] [added: 2022,] worldwide sales increased [removed: 13.6%] [added: 1.3%] to [removed: $93.8] [added: $94.9] billion as compared to an increase of [removed: 0.6%] [added: 13.6%] in [removed: 2020.][added: 2021.]

| Sales increase/(decrease) due to: | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Volume | | | | | | [removed: 12.9] [added: 6.9] | | % | | | | [removed: 3.5] [added: 12.9] | | % | | | | | | |

| Price | | | | | | [removed: (0.7)] [added: (0.8)] | | | | | | [removed: (2.3)] [added: (0.7)] | | | | | | | | |

| Currency | | | | | | [removed: 1.4] [added: (4.8)] | | | | | | [removed: (0.6)] [added: 1.4] | | | | | | | | |

| Total | | | | | | [removed: 13.6] [added: 1.3] | | % | | | | [removed: 0.6] [added: 13.6] | | % | | | | | | |

The net impact of acquisitions and divestitures on the worldwide sales growth was a negative impact of [removed: 0.6%] [added: 0.1%] in [removed: 2021] [added: 2022] and a negative impact of [removed: 0.3%] [added: 0.6%] in [removed: 2020.][added: 2021.]

Sales by U.S. companies were [removed: $47.2] [added: $48.6] billion in [removed: 2021] [added: 2022] and [removed: $43.1] [added: $47.2] billion in [removed: 2020.][added: 2021.]

This represents increases of [removed: 9.3%] [added: 3.0%] in [removed: 2021] [added: 2022] and [removed: 2.5%] [added: 9.3%] in [removed: 2020.][added: 2021.]

Sales by international companies were [removed: $46.6] [added: $46.4] billion in [removed: 2021] [added: 2022] and [removed: $39.5] [added: $46.6] billion in [removed: 2020.][added: 2021.]

This represents [removed: an increase] [added: a decrease] of [removed: 18.2%] [added: 0.6%] in [removed: 2021] [added: 2022] and [removed: a decrease] [added: an increase] of [removed: 1.3%] [added: 18.2%] in [removed: 2020.][added: 2021.]

The five-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 5.5%, 4.5%] [added: 4.4%, 4.0%] and [removed: 6.5%,] [added: 4.9%,] respectively.

The ten-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 3.7%,] [added: 3.5%,] 5.0% and [removed: 2.6%,] [added: 2.2%,] respectively.

In [removed: 2021,] [added: 2022,] sales by companies in Europe [removed: achieved growth] [added: experienced a decline] of [removed: 24.3%] [added: 0.6%] as compared to the prior year, which included operational growth of [removed: 20.7%] [added: 11.0%] and a [removed: positive] [added: negative] currency impact of [removed: 3.6%.][added: 11.6%.]

Sales by companies in the Western [removed: Hemisphere (excluding] [added: Hemisphere, excluding] the [removed: U.S.)] [added: U.S.,] achieved growth of [removed: 7.8%] [added: 6.5%] as compared to the prior year, which included operational growth of [removed: 7.3%] [added: 10.2%,] and a [removed: positive] [added: negative] currency impact of [removed: 0.5%.][added: 3.7%.]

Sales by companies in the Asia-Pacific, Africa region [removed: achieved growth] [added: experienced a decline] of [removed: 14.1%] [added: 2.8%] as compared to the prior year, including operational growth of [removed: 11.4%] [added: 6.2%] and a [removed: positive] [added: negative] currency impact of [removed: 2.7%.][added: 9.0%.]

In 2021, the Company [removed: utilized] [added: had] three wholesalers distributing products for all three segments that represented approximately 14.0%, 11.0% and 11.0% of the total consolidated revenues.

In [removed: 2020,] [added: 2022,] the Company [removed: had] [added: utilized] three wholesalers distributing products for all three segments that represented approximately [removed: 16.0%, 12.0%] [added: 16.5%, 13.0%] and 12.0% of the total consolidated revenues.

[removed: ][added: ]

Consumer Health segment sales in [removed: 2021] [added: 2022] were [removed: $14.6] [added: $15.0] billion, [removed: an increase] [added: a decrease] of [removed: 4.1%] [added: 0.5%] from [removed: 2020,] [added: 2021,] which included [removed: 2.8%] [added: 3.6%] operational growth and a [removed: positive] [added: negative] currency impact of [removed: 1.3%.][added: 4.1%.]

U.S. Consumer Health segment sales were [removed: $6.5] [added: $6.6] billion, an increase of [removed: 2.4%.][added: 1.3%.]

International sales were [removed: $8.1] [added: $24.0] billion, an increase of [removed: 5.6%,] [added: 1.0%,] which included [removed: 3.1%] [added: 11.9%] operational growth and a [removed: positive] [added: negative] currency impact of [removed: 2.5%.][added: 10.9%.]

In [removed: 2021,] [added: 2022,] acquisitions and divestitures had a net negative impact of [removed: 1.0%] [added: 0.3%] on the operational sales growth of the worldwide Consumer Health segment.

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

| (Dollars in Millions) | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | [removed: 2020] [added: 2022] | | | | | | [removed: ’21 vs. ’20] [added: 2021] | | | [added: | | | 2022 | | | | | | 2021 | | |]

| Skin Health/Beauty | | | | | | [added: 4,352 | | | | | |] 4,541 | | | | | | [removed: 4,450] [added: (4.2)] | | | | | | [removed: 2.0] [added: (0.4)] | | | [added: | | | (3.8) | | |]

| Wound Care/Other | | | | | | [added: 700 | | | | | |] 739 | | | | | | [removed: 720] [added: (5.3)] | | | | | | [removed: 2.6] [added: (3.8)] | | | [added: | | | (1.5) | | |]

| Total Consumer Health Sales | | | | | | $ | [removed: 14,635] [added: 14,953] | | | | | [removed: 14,053] [added: 15,035] | | | | | | [removed: 4.1] [added: (0.5)] | | % | [added: | | | 3.6 | | % | | | | (4.1) | | % |]

The OTC franchise sales of [removed: $5.2] [added: $6.0] billion increased [removed: 8.4%] [added: 7.2%] as compared to the prior year.

| | | | | | | | | | | | | | | | | | | Total | | | | | | Operations | | | | | | Currency | | |

| OTC(1) | | | | | | $ | 6,031 | | | | | 5,627 | | | | | | 7.2 | | % | | | | 11.2 | | % | | | | (4.0) | | % |

| Oral Care | | | | | | 1,505 | | | | | | 1,645 | | | | | | (8.5) | | | | | | (4.7) | | | | | | (3.8) | | |

| Baby Care | | | | | | 1,461 | | | | | | 1,566 | | | | | | (6.7) | | | | | | (2.4) | | | | | | (4.3) | | |

| Women’s Health | | | | | | 904 | | | | | | 917 | | | | | | (1.5) | | | | | | 7.0 | | | | | | (8.5) | | |

(1)Fiscal 2021 reflects approximately $0.4 billion of certain international OTC products, primarily in China, which were reclassified from the Pharmaceutical segment to the Consumer Health segment based on operational changes

Operational growth was primarily attributable to increased Cough/Cold/Flu, adult and pediatric incidences, price actions primarily in the U.S. and increased consumption in China due to easing of COVID-19 restrictions.

Growth was partially offset by supply constraints.

The operational decline was driven by supply constraints in the U.S. partially offset by price actions and strong new product performance in the Asia Pacific and Latin America region.

The operational decline was due to portfolio simplification in the U.S., competitive pressures in EMEA and China, category decline and pricing pressures in EMEA, as well as suspension of personal care sales in Russia and negative COVID-19 impacts in China.

The operational decline was driven by category deceleration and competitive pressures in the U.S., suspension of personal care sales in Russia and weakness in India.

The Women’s Health franchise sales of $0.9 billion declined 1.5% as compared to the prior year.

Operational growth driven by lapping prior year supply constraints in EMEA, strength in India, and price actions in LATAM was partially offset by suspension of personal care sales in Russia and negative currency impacts.

The operational decline was driven by lapping strong prior year consumption, competitive pressure in the U.S., and decreased consumption in China.

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | Operations | | | | | | Currency | | | | | | | | |

| Total Immunology | | | | | | $ | 16,935 | | | | | 16,750 | | | | | | | | | | | | 1.1 | | % | | | | 4.8 | | % | | | | (3.7) | | % | | | | | | |

| REMICADE | | | | | | 2,343 | | | | | | 3,190 | | | | | | | | | | | | (26.6) | | | | | | (25.3) | | | | | | (1.3) | | | | | | | | |

| SIMPONI/SIMPONI ARIA | | | | | | 2,184 | | | | | | 2,276 | | | | | | | | | | | | (4.0) | | | | | | 1.0 | | | | | | (5.0) | | | | | | | | |

| STELARA | | | | | | 9,723 | | | | | | 9,134 | | | | | | | | | | | | 6.5 | | | | | | 10.4 | | | | | | (3.9) | | | | | | | | |

| TREMFYA | | | | | | 2,668 | | | | | | 2,127 | | | | | | | | | | | | 25.4 | | | | | | 30.1 | | | | | | (4.7) | | | | | | | | |

| Total Infectious Diseases | | | | | | 5,449 | | | | | | 5,825 | | | | | | | | | | | | (6.5) | | | | | | 0.8 | | | | | | (7.3) | | | | | | | | |

| EDURANT/rilpivirine | | | | | | 1,008 | | | | | | 994 | | | | | | | | | | | | 1.5 | | | | | | 11.8 | | | | | | (10.3) | | | | | | | | |

| Other Infectious Diseases(2) | | | | | | 318 | | | | | | 363 | | | | | | | | | | | | (12.3) | | | | | | (7.2) | | | | | | (5.1) | | | | | | | | |

| Total Neuroscience | | | | | | 6,893 | | | | | | 6,988 | | | | | | | | | | | | (1.4) | | | | | | 3.4 | | | | | | (4.8) | | | | | | | | |

| CONCERTA/methylphenidate | | | | | | 644 | | | | | | 667 | | | | | | | | | | | | (3.5) | | | | | | 4.1 | | | | | | (7.6) | | | | | | | | |

| RISPERDAL CONSTA | | | | | | 485 | | | | | | 592 | | | | | | | | | | | | (18.1) | | | | | | (13.0) | | | | | | (5.1) | | | | | | | | |

| Other Neuroscience(2) | | | | | | 1,623 | | | | | | 1,706 | | | | | | | | | | | | (4.9) | | | | | | 0.4 | | | | | | (5.3) | | | | | | | | |

| Total Oncology | | | | | | 15,983 | | | | | | 14,548 | | | | | | | | | | | | 9.9 | | | | | | 16.9 | | | | | | (7.0) | | | | | | | | |

| DARZALEX | | | | | | 7,977 | | | | | | 6,023 | | | | | | | | | | | | 32.4 | | | | | | 39.5 | | | | | | (7.1) | | | | | | | | |

| ERLEADA | | | | | | 1,881 | | | | | | 1,291 | | | | | | | | | | | | 45.7 | | | | | | 53.0 | | | | | | (7.3) | | | | | | | | |

| Other Oncology | | | | | | 571 | | | | | | 568 | | | | | | | | | | | | 0.6 | | | | | | 6.0 | | | | | | (5.4) | | | | | | | | |

| OPSUMIT | | | | | | 1,783 | | | | | | 1,819 | | | | | | | | | | | | (2.0) | | | | | | 2.6 | | | | | | (4.6) | | | | | | | | |

| UPTRAVI | | | | | | 1,322 | | | | | | 1,237 | | | | | | | | | | | | 6.9 | | | | | | 8.6 | | | | | | (1.7) | | | | | | | | |

| Total Cardiovascular / Metabolism / Other | | | | | | 3,887 | | | | | | 4,119 | | | | | | | | | | | | (5.6) | | | | | | (4.0) | | | | | | (1.6) | | | | | | | | |

| XARELTO | | | | | | 2,473 | | | | | | 2,438 | | | | | | | | | | | | 1.4 | | | | | | 1.4 | | | | | | — | | | | | | | | |

| INVOKANA/ INVOKAMET | | | | | | 448 | | | | | | 563 | | | | | | | | | | | | (20.4) | | | | | | (17.2) | | | | | | (3.2) | | | | | | | | |

| Other(1,2) | | | | | | 966 | | | | | | 1,119 | | | | | | | | | | | | (13.6) | | | | | | (9.3) | | | | | | (4.3) | | | | | | | | |

| Total Pharmaceutical Sales | | | | | | $ | 52,563 | | | | | 51,680 | | | | | | | | | | | | 1.7 | | % | | | | 6.7 | | % | | | | (5.0) | | % | | | | | | |

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

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

The Company estimated that the inclusion of a 53rd week in the fiscal year 2020 results negatively impacted the 2021 comparative sales growth by approximately 1.0%.

(See Note 1 to the Consolidated Financial Statements for Annual Closing Date details).

While the additional week added a few days to sales, it also added a full week's worth of operating costs; therefore, the net earnings impact was negligible.

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

| OTC | | | | | | $ | 5,227 | | | | | 4,824 | | | | | | 8.4 | | % |

| Oral Care | | | | | | 1,645 | | | | | | 1,641 | | | | | | 0.2 | | |

| Baby Care | | | | | | 1,566 | | | | | | 1,517 | | | | | | 3.2 | | |

| Women’s Health | | | | | | 917 | | | | | | 901 | | | | | | 1.8 | | |

Growth was primarily attributable to Analgesics, TYLENOL® and MOTRIN®, digestive health and the hydration benefit offering (ORSL).

Growth was primarily due to COVID-19 recovery, strong performance of NEUTROGENA® and AVEENO®, and eCommerce acceleration partially offset by the divestiture of DR. CI:LABO - Sedona business in Asia Pacific and external supply constraints.

Market growth in the U.S. along with strong performance in the Asia Pacific region due to successful brand building and promotional campaigns and the positive impact of currency offset the negative impact of the floss divestiture and U.S. external supply constraints.

Growth was driven by AVEENO® Asia Pacific eCommerce strength, innovation and COVID-19 recovery.

The Women’s Health franchise sales of $0.9 billion increased 1.8% as compared to the prior year primarily driven by COVID-19 market recovery, favorable price and strong brand building in Asia Pacific partially offset by disruptions in Europe due to flooding.

Growth was due to strong performance of BAND-AID® Brand Adhesive Bandages in the U.S. partially offset by product discontinuations and competitive pressures in Asia Pacific.

The Company is targeting completion of the planned separation in 18 to 24 months after initial announcement.

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

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

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

| Total Immunology | | | | | | $ | 16,750 | | | | | 15,055 | | | | | | | | | | | | 11.3 | | % | | | | | | |

| REMICADE® | | | | | | 3,190 | | | | | | 3,747 | | | | | | | | | | | | (14.9) | | | | | | | | |

| SIMPONI®/SIMPONI ARIA® | | | | | | 2,276 | | | | | | 2,243 | | | | | | | | | | | | 1.4 | | | | | | | | |

| STELARA® | | | | | | 9,134 | | | | | | 7,707 | | | | | | | | | | | | 18.5 | | | | | | | | |

| TREMFYA® | | | | | | 2,127 | | | | | | 1,347 | | | | | | | | | | | | 57.9 | | | | | | | | |

| Total Infectious Diseases | | | | | | 5,861 | | | | | | 3,574 | | | | | | | | | | | | 64.0 | | | | | | | | |

| EDURANT®/rilpivirine | | | | | | 994 | | | | | | 964 | | | | | | | | | | | | 3.1 | | | | | | | | |

| Other Infectious Diseases | | | | | | 399 | | | | | | 427 | | | | | | | | | | | | (6.5) | | | | | | | | |

| Total Neuroscience | | | | | | 7,011 | | | | | | 6,548 | | | | | | | | | | | | 7.1 | | | | | | | | |

| CONCERTA®/methylphenidate | | | | | | 667 | | | | | | 622 | | | | | | | | | | | | 7.3 | | | | | | | | |

| RISPERDAL CONSTA® | | | | | | 592 | | | | | | 642 | | | | | | | | | | | | (7.7) | | | | | | | | |

| Other Neuroscience | | | | | | 1,729 | | | | | | 1,632 | | | | | | | | | | | | 6.0 | | | | | | | | |

| Total Oncology | | | | | | 14,548 | | | | | | 12,367 | | | | | | | | | | | | 17.6 | | | | | | | | |

| DARZALEX® | | | | | | 6,023 | | | | | | 4,190 | | | | | | | | | | | | 43.8 | | | | | | | | |

| ERLEADA® | | | | | | 1,291 | | | | | | 760 | | | | | | | | | | | | 70.0 | | | | | | | | |

| Other Oncology(1) | | | | | | 568 | | | | | | 821 | | | | | | | | | | | | (30.8) | | | | | | | | |

| OPSUMIT® | | | | | | 1,819 | | | | | | 1,639 | | | | | | | | | | | | 11.0 | | | | | | | | |

| UPTRAVI® | | | | | | 1,237 | | | | | | 1,093 | | | | | | | | | | | | 13.1 | | | | | | | | |

| Total Cardiovascular / Metabolism / Other | | | | | | 4,460 | | | | | | 4,878 | | | | | | | | | | | | (8.6) | | | | | | | | |

| XARELTO® | | | | | | 2,438 | | | | | | 2,345 | | | | | | | | | | | | 4.0 | | | | | | | | |

| | | | | | | | | |

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

| | | | | | | 39 | | |

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 141,700] [added: 152,700] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

This Committee oversees and coordinates the activities of the Company's three business segments: Consumer Health, Pharmaceutical and [added: MedTech (previously referred to as] Medical [removed: Devices.][added: Devices).]

The Company is organized into three business segments: Consumer Health, Pharmaceutical and [removed: Medical Devices.][added: MedTech.]

Major brands in Skin Health/Beauty include the [removed: AVEENO®;] [added: AVEENO;] CLEAN & [removed: CLEAR®;] [added: CLEAR;] DR. [removed: CI:LABO®; NEUTROGENA®] [added: CI:LABO; NEUTROGENA] and [removed: OGX®] [added: OGX] product lines.

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

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

Oral Care includes the [removed: LISTERINE®] [added: LISTERINE] product line.

Major brands in Women’s Health outside of North America are [removed: STAYFREE®] [added: STAYFREE] and [removed: CAREFREE®] [added: CAREFREE] sanitary pads and [removed: o.b.® tampon brands.][added: o.b.]

Wound Care brands include the [removed: BAND-AID®] [added: BAND-AID] Brand Adhesive Bandages and [removed: NEOSPORIN®] [added: NEOSPORIN] First Aid product lines.

In November 2021, the Company announced its intention to separate the Company’s Consumer Health [removed: business,] [added: business (Kenvue as the name for the planned New Consumer Health Company),] with the intention to create a new, publicly traded [removed: company.][added: company by the end of the fiscal year 2023.]

The Pharmaceutical segment is focused on [removed: six] [added: the following] therapeutic areas: Immunology (e.g., rheumatoid arthritis, psoriatic arthritis, inflammatory bowel disease and psoriasis), Infectious Diseases (e.g., [removed: HIV/AIDS and COVID-19),] [added: HIV/AIDS),] Neuroscience (e.g., mood disorders, neurodegenerative disorders and schizophrenia), Oncology (e.g., prostate cancer, hematologic malignancies, lung cancer and bladder cancer), Cardiovascular and Metabolism (e.g., thrombosis, diabetes and macular degeneration) and Pulmonary Hypertension (e.g., Pulmonary Arterial Hypertension).

Key products in the Pharmaceutical segment include: [removed: REMICADE®] [added: REMICADE] (infliximab), a treatment for a number of immune-mediated inflammatory diseases; [removed: SIMPONI®] [added: 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 [removed: ARIA®] [added: ARIA] (golimumab), an intravenous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis and active ankylosing spondylitis and active polyarticular juvenile idiopathic arthritis (pJIA) in people 2 years of age and older; [removed: STELARA®] [added: STELARA] (ustekinumab), a treatment for adults and children with moderate to severe plaque psoriasis, for adults with active psoriatic arthritis, for adults with moderately to severely active Crohn's disease and treatment of moderately to severely active ulcerative colitis; [removed: TREMFYA®] [added: TREMFYA] (guselkumab), a treatment for adults with moderate to severe plaque psoriasis and active psoriatic arthritis; [removed: the Janssen COVID-19 vaccine, authorized for use under Emergency Use Authorization (EUA) for active immunization to prevent coronavirus disease 2019 (COVID-19) caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) in individuals 18 years of age and older; EDURANT®] [added: EDURANT] (rilpivirine), [removed: PREZISTA®] [added: PREZISTA] (darunavir) and [removed: PREZCOBIX®/REZOLSTA®] [added: PREZCOBIX/REZOLSTA] (darunavir/cobicistat), antiretroviral medicines for the treatment of human immunodeficiency virus (HIV-1) in combination with other antiretroviral products and [removed: SYMTUZA®] [added: SYMTUZA] (darunavir/cobicistat/emtricitabine/tenofovir alafenamide), a once-daily single tablet regimen for the treatment of HIV; [removed: CONCERTA®] [added: CONCERTA] (methylphenidate HCl) extended-release tablets CII, a treatment [added: 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 maintenance treatment of Bipolar 1 Disorder in adults; ZYTIGA]

[removed: 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 maintenance treatment of Bipolar 1 Disorder in adults; ZYTIGA®] (abiraterone acetate), a treatment for patients with prostate cancer; [removed: ERLEADA®] [added: ERLEADA] (apalutamide), a next-generation androgen receptor inhibitor for the treatment of patients with prostate cancer; [removed: IMBRUVICA®] [added: IMBRUVICA] (ibrutinib), a treatment for certain B-cell malignancies, or blood cancers and chronic graft versus host disease; [removed: DARZALEX®] [added: DARZALEX] (daratumumab), a treatment for multiple myeloma; DARZALEX [removed: FASPRO®] [added: FASPRO] (daratumumab and hyaluronidase-fihj), a treatment for multiple myeloma and light chain (AL) Amyloidosis; [removed: PROCRIT®/EPREX® (epoetin alfa), a treatment for chemotherapy-induced anemia and patients with chronic kidney disease; XARELTO®] [added: 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 to reduce the risk of major cardiovascular events in patients with coronary artery disease (CAD) and peripheral artery disease (PAD), for the treatment and secondary prevention of thromboembolism in pediatric patients, and for thromboprophylaxis in pediatric patients following the Fontan procedure; [removed: INVOKANA®] [added: INVOKANA] (canagliflozin), for the treatment of adults with type 2 diabetes; [removed: INVOKAMET®/VOKANAMET®] [added: 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 [removed: INVOKAMET®] [added: 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; [removed: OPSUMIT®] [added: OPSUMIT] (macitentan) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH); [removed: UPTRAVI®] [added: UPTRAVI] (selexipag), the only approved oral and intravenous, selective IP receptor agonist targeting a prostacyclin pathway in PAH.

The [added: MedTech (previously referred to as] Medical [removed: Devices] [added: Devices)] segment includes a broad [removed: range] [added: portfolio] of products used in the Interventional Solutions, Orthopaedics, [removed: Surgery,] [added: Surgery] and Vision [removed: fields.][added: categories.]

The products made and sold in the international business include many of those described above under “– Segments of Business – Consumer Health,” “– Pharmaceutical” and “– [removed: Medical Devices.”] [added: MedTech.”] However, the principal markets, products and methods of distribution in the international business vary with the country and the culture.

[added: Significant legal proceedings and] claims involving the Company's patent and other intellectual property are described in Note 19, “Legal Proceedings—Intellectual Property” of the Notes to Consolidated Financial Statements included in Item 8 of this Report.

Sales of the Company’s largest product, [removed: STELARA®] [added: STELARA] (ustekinumab), accounted for approximately [removed: 9.7%] [added: 10.2%] of the Company's total revenues for fiscal [removed: 2021.][added: 2022.]

Accordingly, the patents related to this product are believed to be material to the [removed: Company.]

Janssen Biotech, Inc., a wholly-owned subsidiary of Johnson & Johnson, owns patents specifically related to [removed: STELARA®.][added: STELARA.]

Sales of the Company’s second largest product, collectively [removed: DARZALEX®] [added: DARZALEX] (daratumumab) and DARZALEX [removed: FASPRO®] [added: FASPRO] (daratumumab and hyaluronidase-fihj), accounted for approximately [removed: 6.4%] [added: 8.4%] of the Company's total revenues for fiscal [removed: 2021.][added: 2022.]

Genmab A/S owns two patent families related to [removed: DARZALEX®,] [added: DARZALEX,] and Janssen Biotech, Inc. has an exclusive license to those patent families.

Janssen Biotech, Inc. owns a separate patent portfolio related to DARZALEX [removed: FASPRO®.][added: FASPRO.]

Worldwide sales do not reflect any significant degree of seasonality; however, spending has [added: typically] been heavier in the fourth quarter of each year than in other quarters.

Similar trends are also evident in major markets outside of the U.S. The new medical device regulatory framework and the [removed: new privacy regulations in Europe] [added: evolving privacy, data localization,] and [removed: in other countries] [added: emerging cyber security laws and regulations around the world] are examples of such increased regulation.

In some cases, the Company’s subsidiaries may deem it advisable to initiate product [removed: recalls.][added: recalls regardless of whether it has been required or directed to.]

Payers [added: and Pharmacy Benefit Managers (PBMs)] have become a more potent force in the market place and increased attention is being paid to drug [added: pricing] and [removed: medical device pricing,] appropriate drug and medical device [removed: utilization and the quality and costs of healthcare generally.][added: utilization.]

There are a number of additional bills pending in Congress and healthcare reform proposals at the state level that would affect drug [removed: pricing] [added: pricing, including] in the Medicare and Medicaid programs.

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

Further, the Company relies on global supply chains, and production and distribution processes, that are complex, are subject to increasing regulatory requirements, and may be faced with unexpected changes such as those resulting from the [removed: COVID-19 pandemic and Brexit that may affect sourcing, supply and pricing of materials used in the Company's products.]

As of January [removed: 2, 2022] [added: 1, 2023,] and January [removed: 3, 2021,] [added: 2, 2022,] the number of employees were approximately:

| Employees1 | | | [removed: 144,300] [added: 155,800] | | | [removed: 136,400] [added: 144,300] | | |

| Full-time equivalent (FTE) positions2 | | | [removed: 141,700] [added: 152,700] | | | [removed: 134,500] [added: 141,700] | | |

[removed: ][added: ]

At [removed: Johnson & Johnson,] [added: the Company,] employees are guided by Our Credo which sets forth the Company's responsibilities to patients, consumers, customers, healthcare professionals, employees, communities and shareholders.

Employees worldwide [removed: are further guided by] [added: must adhere to] the Company’s Code of Business Conduct which sets basic requirements [removed: for business conduct] and serves as a foundation for the Company policies, procedures and guidelines, all of which provide additional guidance on expected employee behaviors in every market where it operates.

In [removed: 2021, 91%] [added: 2022, 92%] of global employees across 77 countries participated in Our [removed: Voice] [added: Credo] Survey which was offered in 36 languages.

In [removed: 2021, 45.8%] [added: 2022, 46.2%] of employees in Manager and above job categories [added: who had movements (including upward promotions or lateral transfers)] took advantage of career opportunities by moving across functions, country or business segment lines [removed: (including upward promotion or lateral transfer and excluding] [added: (excluding] employees in the research and development organizations).

The Company's voluntary turnover rate was [removed: 8%.][added: 9%.]

The Company's total rewards offerings include an array of programs to support its employees' [removed: financial, physical, and mental] well-being, including annual performance incentive opportunities, pension and retirement savings programs, health and welfare benefits, paid time off, leave programs, flexible work schedules and employee assistance programs.

The programs and practices the Company advances for total health—physical, mental, emotional and [removed: financial—help ensure] [added: financial—ensure] employee health protection [removed: from] [added: for] emerging health risks.

tampon brands.

MedTech

Interventional Solutions include Electrophysiology products (Biosense Webster) to treat cardiovascular diseases, Neurovascular care (Cerenovus) that treats hemorrhagic and ischemic stroke and the Heart Recovery portfolio (Abiomed) which includes technologies to treat severe coronary artery disease requiring high-risk PCI or AMI cardiogenic shock.

The Orthopaedics portfolio (DePuy Synthes) comprises products in support of Hips, Knees, Trauma, and Spine, Sports & Other.

The Surgery portfolios include advanced and general surgery offerings (Ethicon), solutions that focus on Breast Aesthetics (Mentor), and Ear, Nose and Throat (Acclarent) procedures.

Johnson & Johnson Vision products include ACUVUE Brand contact lenses and ophthalmic technologies related to cataract and laser refractive surgery.

Johnson & Johnson and its subsidiaries (the Company) have approximately 152,700 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

Company.

Five U.S. States (California, Connecticut, Colorado, Utah and Virginia) now have comprehensive privacy laws in place and China introduced broad personal information protection and data security regulations in 2022.

With other jurisdictions enacting similar privacy laws, local data protection authorities will force greater accountability on the collection, access and use of personal data in the healthcare industry.

In the U.S., attention has been focused by states, regulatory agencies and Congress on prices, profits, overutilization and the quality and costs of healthcare generally.

Our business has been and continues to be affected by federal and state legislation that alters the pricing, coverage, and reimbursement landscape.

At the federal level, in August 2022, President Biden signed into law the Inflation Reduction Act (IRA), which includes provisions that effectively authorize the government to establish prices for certain high-spend single-source drugs and biologics reimbursed by the Medicare program, starting in 2026 for Medicare Part D drugs and 2028 for Medicare Part B drugs.

It is not yet certain which products the federal government will select and subject to government-established prices, or how the federal government will establish prices for selected products, as the IRA specifies a ceiling price but not a minimum price.

One or more of our products could be selected and subject to the government-established price.

The IRA also contains provisions that impose rebates if certain prices increase at a rate that outpaces the rate of inflation, beginning October 1, 2022, for Medicare Part D drugs and January 1, 2023, for Medicare Part B drugs.

Separate IRA provisions redesign the Medicare Part D benefit in various ways, including by shifting a greater portion of costs to manufacturers within certain coverage phases and replacing the Part D coverage gap discount program with a new manufacturer discounting program.

Failure to comply with IRA provisions may subject manufacturers to various penalties, including civil monetary penalties.

The impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as the federal government has yet to make various IRA implementation decisions.

Additionally, we expect continued scrutiny on drug pricing and government price reporting from Congress, agencies, and other bodies at the federal and state levels.

The IRA and any other federal or state legislative change could affect the pricing and market conditions for our products.

Of note is the increased enforcement activity by data protection authorities in various jurisdictions, particularly in the European Union, where significant fines have been levied on companies for data breaches, violations of privacy requirements, and unlawful cross-border data transfers.

In the U.S., the Federal Trade Commission has stepped up enforcement of data privacy with several significant settlements and there have been a material increase in class-action lawsuits linked to the collection and use of biometric data.

COVID-19 pandemic and Brexit that may affect sourcing, supply and pricing of materials used in the Company's products.

| | | | 2022 | | | 2021 | | |

Abiomed headcount has been included in the above table.

In 2022, Johnson & Johnson introduced the Company’s evolved enterprise Diversity, Equity and Inclusion strategy, which recognizes how DEI accelerates the Company’s ability to meet the changing needs of the communities the Company serves to deliver Our Purpose to profoundly change the trajectory of health for humanity.

The Company’s DEI vision is: *Be yourself, change the world.* The Company’s DEI Mission is: *Make diversity, equity and inclusion how we work everyday*.

Our evolved enterprise DEI Strategy is aligned to our DEI Vision and Mission and rests on four core pillars:

- Accelerate our global culture of inclusion where every individual belongs

- Build a workforce that reflects the diversity of our communities

- Transform talent and business processes to achieve equitable access and outcomes for all

- Drive innovation and growth with our business to serve diverse markets around the world

In recognition of the Company’s commitment to help employees balance their personal and professional responsibilities, the Company extended its paid parental leave benefit globally from 8 to 12 weeks for all eligible employees.

In the U.S., the benefit was effective on January 1, 2022, with retroactive coverage for new family additions as of July 1, 2021.

The Company is targeting completion of the planned separation in 18 to 24 months after initial announcement.

Medical Devices

Medical Devices in Interventional Solutions include Electrophysiology products (Biosense Webster) to treat cardiovascular diseases, Neurovascular care (Cerenovus) that treats hemorrhagic and ischemic stroke; the Orthopaedics portfolio (DePuy Synthes) is comprised of products in support of Hips, Knees, Trauma, and Spine, Sports & Other; the Surgery portfolios include advanced and general surgery offerings (Ethicon), solutions that focus on Breast Aesthetics (Mentor) and Ear, Nose and Throat (Acclarent) procedures; and Johnson & Johnson Vision products such as ACUVUE® Brand disposable contact lenses and ophthalmic products related to cataract and laser refractive surgery.

Beginning in the fiscal first quarter of 2022, the Medical Devices segment will be referred to as the MedTech segment.

Significant legal proceedings and

In the U.S., attention has been focused 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 actors continue efforts to repeal, modify, or invalidate provisions of the Patient Protection and Affordable Care Act (the ACA) which passed in 2010.

For example, federal legislation repealed the ACA’s individual mandate tax penalty as well as the tax on generous employer-sponsored healthcare plans; the Center for Medicare & Medicaid Services (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 ACA has also been subject to judicial challenge.

In November 2020, the U.S. Supreme Court heard argument in *Texas v.

Azar*, which challenges the constitutionality of the ACA.

Pending resolution of the litigation, all of the ACA but the individual mandate to buy health insurance remains in effect.

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.

The global regulatory landscape is also subject to change as the COVID-19 pandemic continues to affect the U.S. and global economies.

The U.S. FDA and other health authorities have shifted resources and priorities to meet the many challenges presented by the pandemic.

Pandemic-related disruptions could negatively impact the processing of regulatory submissions and slow agency review times necessary for the approval or clearance of new drugs and devices.

The duration and severity of the COVID-19 pandemic is unpredictable and difficult to assess.

| | | | 2021 | | | 2020 | | |

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

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

| | | | | | | | | | | | | 5 | | | | | | | | | | | | | | |

Enabling employees to perform at their best while being themselves is fundamental to the Company's continued success.

The Company’s DEI vision is: *Be yourself, change the world*.

The Company's DEI strategy focuses on three pillars that reflect the strategic priorities identified to enable the Company to address the challenges and opportunities presented by this evolving understanding of diversity:

- Accelerate the Company’s efforts to advance a culture of inclusion and innovation

- Build a diverse workforce for the future

- Enhance business results and reputation

Safety and COVID-19 Pandemic Response

This model allows for work to happen seamlessly across a variety of workplaces and is enabled by an array of enhanced collaboration tools and technology to optimize productivity and connection.

J&J Flex rolled out in fourth quarter 2021 globally, and will continue deployment through 2022 as protocol and requirements related to the COVID-19 pandemic allow.

The Company is evaluating flexible work strategies for its on-site workforce, such as virtual on-boarding and training, to help our employees balance their personal and professional lives.

Also, we continued to enhance our benefits offerings with access to wellness tools, on-site vaccine clinics, mental health support resources and delivery of at-home testing kits.

In addition, as COVID-19 vaccines were broadly distributed and administered in 2021, including the one developed by Johnson & Johnson, we adopted policies in the U.S., Puerto Rico, and certain other countries to require proof of vaccination from Johnson & Johnson employees and contingent workers, in order to return to our sites, where permitted by local law and regulation.

In the U.S. and Puerto Rico, this requirement took effect on October 4, 2021, with processes established for granting accommodations to those with medical or religious needs.

Select manufacturing and distribution employees and contractors in the U.S. and Puerto Rico, as well as certain additional countries, are adopting similar policies through early 2022.

For the fiscal year ended January [removed: 2, 2022][added: 1, 2023]

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: $445] [added: $472] billion.

On February 10, [removed: 2022,] [added: 2023,] there were [removed: 2,629,268,158] [added: 2,604,286,303] shares of Common Stock outstanding.

| Parts I and III: | | | Portions of registrant’s proxy statement for its [removed: 2022] [added: 2023] annual meeting of shareholders filed within 120 days after the close of the registrant’s fiscal year (the “Proxy Statement”), are incorporated by reference to this report on Form 10-K (this “Report”). | | |

| | | | [Segments of [removed: Business](#i01be8f8f216a4c39adb513a606bfe937_22)] [added: Business](#i51a46167ef364951bf70ae9d6493776c_22)] | | | [removed: [1](#i01be8f8f216a4c39adb513a606bfe937_22)] [added: [1](#i51a46167ef364951bf70ae9d6493776c_22)] | | |

| | | | [Geographic [removed: Areas](#i01be8f8f216a4c39adb513a606bfe937_25)] [added: Areas](#i51a46167ef364951bf70ae9d6493776c_25)] | | | [removed: [2](#i01be8f8f216a4c39adb513a606bfe937_25)] [added: [2](#i51a46167ef364951bf70ae9d6493776c_25)] | | |

| | | | [Raw [removed: Materials](#i01be8f8f216a4c39adb513a606bfe937_28)] [added: Materials](#i51a46167ef364951bf70ae9d6493776c_28)] | | | [removed: [2](#i01be8f8f216a4c39adb513a606bfe937_28)] [added: [2](#i51a46167ef364951bf70ae9d6493776c_28)] | | |

| | | | [Employees and Human Capital [removed: Management](#i01be8f8f216a4c39adb513a606bfe937_49)] [added: Management](#i51a46167ef364951bf70ae9d6493776c_49)] | | | [removed: [5](#i01be8f8f216a4c39adb513a606bfe937_49)] [added: [5](#i51a46167ef364951bf70ae9d6493776c_49)] | | |

| | | | [Available [removed: Information](#i01be8f8f216a4c39adb513a606bfe937_52)] [added: Information](#i51a46167ef364951bf70ae9d6493776c_52)] | | | [removed: [7](#i01be8f8f216a4c39adb513a606bfe937_52)] [added: [7](#i51a46167ef364951bf70ae9d6493776c_52)] | | |

| 1A. | | | [Risk [removed: Factors](#i01be8f8f216a4c39adb513a606bfe937_55)] [added: Factors](#i51a46167ef364951bf70ae9d6493776c_55)] | | | [removed: [8](#i01be8f8f216a4c39adb513a606bfe937_55)] [added: [8](#i51a46167ef364951bf70ae9d6493776c_55)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i01be8f8f216a4c39adb513a606bfe937_58)] [added: Comments](#i51a46167ef364951bf70ae9d6493776c_58)] | | | [removed: [15](#i01be8f8f216a4c39adb513a606bfe937_58)] [added: [16](#i51a46167ef364951bf70ae9d6493776c_58)] | | |

| 3 | | | [Legal [removed: Proceedings](#i01be8f8f216a4c39adb513a606bfe937_64)] [added: Proceedings](#i51a46167ef364951bf70ae9d6493776c_64)] | | | [removed: [17](#i01be8f8f216a4c39adb513a606bfe937_64)] [added: [16](#i51a46167ef364951bf70ae9d6493776c_64)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i01be8f8f216a4c39adb513a606bfe937_67)] [added: Disclosures](#i51a46167ef364951bf70ae9d6493776c_67)] | | | [removed: [17](#i01be8f8f216a4c39adb513a606bfe937_67)] [added: [16](#i51a46167ef364951bf70ae9d6493776c_67)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i01be8f8f216a4c39adb513a606bfe937_70)] [added: Registrant](#i51a46167ef364951bf70ae9d6493776c_70)] | | | [removed: [17](#i01be8f8f216a4c39adb513a606bfe937_70)] [added: [17](#i51a46167ef364951bf70ae9d6493776c_70)] | | |

| 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i01be8f8f216a4c39adb513a606bfe937_76)] [added: Securities](#i51a46167ef364951bf70ae9d6493776c_76)] | | | [removed: [20](#i01be8f8f216a4c39adb513a606bfe937_76)] [added: [20](#i51a46167ef364951bf70ae9d6493776c_76)] | | |

| 7 | | | [Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition](#i01be8f8f216a4c39adb513a606bfe937_85)] [added: Condition](#i51a46167ef364951bf70ae9d6493776c_85)] | | | [removed: [21](#i01be8f8f216a4c39adb513a606bfe937_85)] [added: [21](#i51a46167ef364951bf70ae9d6493776c_85)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i01be8f8f216a4c39adb513a606bfe937_106)] [added: Risk](#i51a46167ef364951bf70ae9d6493776c_106)] | | | [removed: [39](#i01be8f8f216a4c39adb513a606bfe937_106)] [added: [39](#i51a46167ef364951bf70ae9d6493776c_106)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#i01be8f8f216a4c39adb513a606bfe937_109)] [added: Data](#i51a46167ef364951bf70ae9d6493776c_109)] | | | [removed: [40](#i01be8f8f216a4c39adb513a606bfe937_109)] [added: [39](#i51a46167ef364951bf70ae9d6493776c_109)] | | |

| 9 | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i01be8f8f216a4c39adb513a606bfe937_241)] [added: Disclosure](#i51a46167ef364951bf70ae9d6493776c_244)] | | | [removed: [108](#i01be8f8f216a4c39adb513a606bfe937_241)] [added: [108](#i51a46167ef364951bf70ae9d6493776c_244)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i01be8f8f216a4c39adb513a606bfe937_244)] [added: Procedures](#i51a46167ef364951bf70ae9d6493776c_247)] | | | [removed: [108](#i01be8f8f216a4c39adb513a606bfe937_244)] [added: [108](#i51a46167ef364951bf70ae9d6493776c_247)] | | |

| 9B. | | | [Other [removed: Information](#i01be8f8f216a4c39adb513a606bfe937_247)] [added: Information](#i51a46167ef364951bf70ae9d6493776c_250)] | | | [removed: [108](#i01be8f8f216a4c39adb513a606bfe937_247)] [added: [108](#i51a46167ef364951bf70ae9d6493776c_250)] | | |

| 9C. | | | [Disclosures Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i01be8f8f216a4c39adb513a606bfe937_2652)] [added: Inspections](#i51a46167ef364951bf70ae9d6493776c_253)] | | | [removed: [108](#i01be8f8f216a4c39adb513a606bfe937_2652)] [added: [108](#i51a46167ef364951bf70ae9d6493776c_253)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i01be8f8f216a4c39adb513a606bfe937_253)] [added: Governance](#i51a46167ef364951bf70ae9d6493776c_259)] | | | [removed: [108](#i01be8f8f216a4c39adb513a606bfe937_253)] [added: [108](#i51a46167ef364951bf70ae9d6493776c_259)] | | |

| 11 | | | [Executive [removed: Compensation](#i01be8f8f216a4c39adb513a606bfe937_256)] [added: Compensation](#i51a46167ef364951bf70ae9d6493776c_262)] | | | [removed: [109](#i01be8f8f216a4c39adb513a606bfe937_256)] [added: [109](#i51a46167ef364951bf70ae9d6493776c_262)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i01be8f8f216a4c39adb513a606bfe937_259)] [added: Matters](#i51a46167ef364951bf70ae9d6493776c_265)] | | | [removed: [109](#i01be8f8f216a4c39adb513a606bfe937_259)] [added: [109](#i51a46167ef364951bf70ae9d6493776c_265)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i01be8f8f216a4c39adb513a606bfe937_262)] [added: Independence](#i51a46167ef364951bf70ae9d6493776c_268)] | | | [removed: [109](#i01be8f8f216a4c39adb513a606bfe937_262)] [added: [109](#i51a46167ef364951bf70ae9d6493776c_268)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i01be8f8f216a4c39adb513a606bfe937_265)] [added: Services](#i51a46167ef364951bf70ae9d6493776c_271)] | | | [removed: [109](#i01be8f8f216a4c39adb513a606bfe937_265)] [added: [109](#i51a46167ef364951bf70ae9d6493776c_271)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i01be8f8f216a4c39adb513a606bfe937_271)] [added: Schedules](#i51a46167ef364951bf70ae9d6493776c_277)] | | | [removed: [110](#i01be8f8f216a4c39adb513a606bfe937_271)] [added: [110](#i51a46167ef364951bf70ae9d6493776c_277)] | | |

| 16 | | | [Form 10-K [removed: Summary](#i01be8f8f216a4c39adb513a606bfe937_274)] [added: Summary](#i51a46167ef364951bf70ae9d6493776c_280)] | | | [removed: [110](#i01be8f8f216a4c39adb513a606bfe937_274)] [added: [110](#i51a46167ef364951bf70ae9d6493776c_280)] | | |

| | | | [Exhibit [removed: Index](#i01be8f8f216a4c39adb513a606bfe937_280)] [added: Index](#i51a46167ef364951bf70ae9d6493776c_286)] | | | [removed: [113](#i01be8f8f216a4c39adb513a606bfe937_280)] [added: [113](#i51a46167ef364951bf70ae9d6493776c_286)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i51a46167ef364951bf70ae9d6493776c_13) | | | | | | | | |

| 1 | | | [Business](#i51a46167ef364951bf70ae9d6493776c_16) | | | [1](#i51a46167ef364951bf70ae9d6493776c_16) | | |

| | | | [General](#i51a46167ef364951bf70ae9d6493776c_19) | | | [1](#i51a46167ef364951bf70ae9d6493776c_19) | | |

| | | | [Patents](#i51a46167ef364951bf70ae9d6493776c_31) | | | [2](#i51a46167ef364951bf70ae9d6493776c_31) | | |

| | | | [Trademarks](#i51a46167ef364951bf70ae9d6493776c_34) | | | [3](#i51a46167ef364951bf70ae9d6493776c_37) | | |

| | | | [Seasonality](#i51a46167ef364951bf70ae9d6493776c_37) | | | [3](#i51a46167ef364951bf70ae9d6493776c_37) | | |

| | | | [Competition](#i51a46167ef364951bf70ae9d6493776c_40) | | | [3](#i51a46167ef364951bf70ae9d6493776c_40) | | |

| | | | [Environment](#i51a46167ef364951bf70ae9d6493776c_43) | | | [3](#i51a46167ef364951bf70ae9d6493776c_43) | | |

| | | | [Regulation](#i51a46167ef364951bf70ae9d6493776c_46) | | | [3](#i51a46167ef364951bf70ae9d6493776c_46) | | |

| 2 | | | [Properties](#i51a46167ef364951bf70ae9d6493776c_61) | | | [16](#i51a46167ef364951bf70ae9d6493776c_61) | | |

| [PART II](#i51a46167ef364951bf70ae9d6493776c_73) | | | | | | | | |

| 6 | | | [(Reserved)](#i51a46167ef364951bf70ae9d6493776c_79) | | | [20](#i51a46167ef364951bf70ae9d6493776c_79) | | |

| [PART III](#i51a46167ef364951bf70ae9d6493776c_256) | | | | | | | | |

| [PART IV](#i51a46167ef364951bf70ae9d6493776c_274) | | | | | | | | |

| | | | [Signatures](#i51a46167ef364951bf70ae9d6493776c_283) | | | [111](#i51a46167ef364951bf70ae9d6493776c_283) | | |

| [PART I](#i01be8f8f216a4c39adb513a606bfe937_13) | | | | | | | | |

| 1 | | | [Business](#i01be8f8f216a4c39adb513a606bfe937_16) | | | [1](#i01be8f8f216a4c39adb513a606bfe937_16) | | |

| | | | [General](#i01be8f8f216a4c39adb513a606bfe937_19) | | | [1](#i01be8f8f216a4c39adb513a606bfe937_19) | | |

| | | | [Patents](#i01be8f8f216a4c39adb513a606bfe937_31) | | | [2](#i01be8f8f216a4c39adb513a606bfe937_31) | | |

| | | | [Trademarks](#i01be8f8f216a4c39adb513a606bfe937_34) | | | [3](#i01be8f8f216a4c39adb513a606bfe937_37) | | |

| | | | [Seasonality](#i01be8f8f216a4c39adb513a606bfe937_37) | | | [3](#i01be8f8f216a4c39adb513a606bfe937_37) | | |

| | | | [Competition](#i01be8f8f216a4c39adb513a606bfe937_40) | | | [3](#i01be8f8f216a4c39adb513a606bfe937_40) | | |

| | | | [Environment](#i01be8f8f216a4c39adb513a606bfe937_43) | | | [3](#i01be8f8f216a4c39adb513a606bfe937_43) | | |

| | | | [Regulation](#i01be8f8f216a4c39adb513a606bfe937_46) | | | [3](#i01be8f8f216a4c39adb513a606bfe937_46) | | |

| 2 | | | [Properties](#i01be8f8f216a4c39adb513a606bfe937_61) | | | [16](#i01be8f8f216a4c39adb513a606bfe937_61) | | |

| [PART II](#i01be8f8f216a4c39adb513a606bfe937_73) | | | | | | | | |

| 6 | | | [(Reserved)](#i01be8f8f216a4c39adb513a606bfe937_79) | | | [20](#i01be8f8f216a4c39adb513a606bfe937_79) | | |

| [PART III](#i01be8f8f216a4c39adb513a606bfe937_250) | | | | | | | | |

| [PART IV](#i01be8f8f216a4c39adb513a606bfe937_268) | | | | | | | | |

| | | | [Signatures](#i01be8f8f216a4c39adb513a606bfe937_277) | | | [111](#i01be8f8f216a4c39adb513a606bfe937_277) | | |

| | | | | | | | | |

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

| | | | | | | 15 | | |

The Company's subsidiaries operate [removed: 85] [added: 89] manufacturing facilities occupying approximately [removed: 15.0] [added: 14.9] million square feet of floor space.

| Worldwide Total | | | | | | [removed: 14,987] [added: 14,948] | | |

Within the U.S., four facilities are used by the Consumer Health segment, five by the Pharmaceutical segment and [removed: 17] [added: 19] by the [removed: Medical Devices] [added: MedTech] segment.

Outside of the U.S., 23 facilities are used by the Consumer Health segment, 13 by the Pharmaceutical segment and [removed: 23] [added: 25] by the [removed: Medical Devices] [added: MedTech] segment.

| United States | | | | | | [removed: 26] [added: 28] | | | | | | [removed: 4,233] [added: 4,169] | | |

| Worldwide Total | | | | | | [removed: 85] [added: 89] | | | | | | [removed: 14,987] [added: 14,948] | | |

| Pharmaceutical | | | | | | 5,456 | | |

| MedTech | | | | | | 4,930 | | |

| Europe | | | | | | 27 | | | | | | 6,016 | | |

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

| | | | | | | | | |

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

| Pharmaceutical | | | | | | 5,517 | | |

| Medical Devices | | | | | | 4,908 | | |

| Europe | | | | | | 25 | | | | | | 5,991 | | |

McNEIL-PPC, Inc. (now Johnson & Johnson Consumer Inc.) (McNEIL-PPC) operated under a consent decree, signed in 2011 with the U.S. FDA, which governed certain McNeil Consumer Healthcare manufacturing operations, and required McNEIL-PPC to remediate the facilities it operates in Lancaster, Pennsylvania, Fort Washington, Pennsylvania, and Las Piedras, Puerto Rico (the “Consent Decree”).

Following U.S. FDA inspections McNEIL-PPC received notifications from the U.S FDA that all three manufacturing facilities were in conformity with applicable laws and regulations, and commercial production restarted in 2015.

Under the Consent Decree, after receiving notice from the U.S. FDA of being in compliance with applicable laws and regulations, each of the three facilities was subject to a five-year audit period by a third-party cGMP expert.

A third-party expert continued to reassess the sites at various times through 2020.

U.S. FDA inspections of the facilities which have been delayed due to COVID-19 were completed and the Consent Decree was vacated in July of 2021.

| | | | | | | 16 | | |

| Vanessa Broadhurst | | | | | | [removed: 53] [added: 54] | | | | | | Member, Executive Committee; Executive Vice President, Global Corporate Affairs(a) | | |

| Joaquin Duato | | | | | | [removed: 59] [added: 60] | | | | | | [added: Chairman of the Board;] Chief Executive [removed: Officer; Chairman, Executive Committee(b)] [added: Officer(b)] | | |

| Peter M. Fasolo, Ph.D. | | | | | | [removed: 59] [added: 60] | | | | | | Member, Executive Committee; Executive Vice President, Chief Human Resources Officer(c) | | |

| William N. Hait, M.D., Ph. D. | | | | | | [removed: 72] [added: 73] | | | | | | Member, Executive Committee; Executive Vice President, Chief External [removed: Innovation,] [added: Innovation and] Medical Safety [removed: and Global Public Health Officer(d)] [added: Officer; Interim Head Janssen R&D(e)] | | |

| [removed: Mathai Mammen, Ph. D.] [added: Jennifer L. Taubert] | | | | | | [removed: 54] [added: 59] | | | | | | Member, Executive Committee; Executive Vice President, [removed: Pharmaceuticals, R&D(e)] [added: Worldwide Chairman, Pharmaceuticals(i)] | | |

| Ashley McEvoy | | | | | | [removed: 51] [added: 52] | | | | | | Member, Executive Committee; Executive Vice President, Worldwide Chairman, [removed: Medical Devices(f)] [added: MedTech(f)] | | |

| Thibaut Mongon | | | | | | [removed: 52] [added: 53] | | | | | | Member, Executive Committee, Executive Vice President, Worldwide Chairman, Consumer Health(g) | | |

| James Swanson | | | | | | [removed: 56] [added: 57] | | | | | | Member, Executive Committee; Executive Vice President, Chief Information Officer(h) | | |

| [removed: Michael H. Ullmann] [added: Elizabeth Forminard] | | | | | | [removed: 63] [added: 52] | | | | | | Member, Executive Committee; Executive Vice President, General [removed: Counsel(j)] [added: Counsel(d)] | | |

| Kathryn E. Wengel | | | | | | [removed: 56] [added: 57] | | | | | | Member, Executive Committee; Executive Vice President, Chief [removed: Global Supply Chain Officer(k)] [added: Technical Operations & Risk Officer(j)] | | |

| Joseph J. Wolk | | | | | | [removed: 55] [added: 56] | | | | | | Member, Executive Committee; Executive Vice President, Chief Financial [removed: Officer(l)] [added: Officer(k)] | | |

In 2022, Ms. Broadhurst was named Executive Vice President, Global Corporate Affairs and a [added: member of the Executive Committee, leading the Company's global marketing, communication, Global Public Health and philanthropy functions.]

(b)Mr. J. Duato became [removed: Chief Executive Officer and] Chairman of the [removed: Executive Committee and joined the] Board of Directors in January [added: 2023 subsequent to his appointment as Chief Executive Officer and a Director in January] 2022.

(c)Dr. P. M. Fasolo joined the Company in 2004 as Worldwide Vice President, Human Resources in the [removed: Medical Devices] [added: MedTech] segment, and subsequently served as the Company’s Chief Talent Officer.

Dr. Fasolo has responsibility for global talent, recruiting, diversity, [removed: compensation] [added: compensation,] benefits, employee relations and all aspects of the human resources agenda for the Company.

[removed: (d)Dr.] [added: (e)Dr.] W. Hait joined the Company in 2007 as Senior Vice President, Worldwide Head of Oncology Research.

In [added: October] 2022, [removed: he] [added: she] was named [removed: as] Executive Vice President, [removed: Pharmaceuticals R&D,] [added: General Counsel] and [added: became] a member of the Executive Committee.

In July 2018, Ms. McEvoy was promoted to Executive Vice President, Worldwide Chairman, [removed: Medical Devices,] [added: MedTech,] and became a member of the Executive Committee.

Ms. McEvoy has responsibility for the surgery, orthopaedics, interventional solutions and eye health businesses across Ethicon, DePuy Synthes, Biosense [removed: Webster] [added: Webster, Abiomed,] and Johnson & Johnson Vision.

[added: Mr. Swanson is] responsible for enhancing Johnson & Johnson’s business impact and shaping its direction through the strategic use of technology.

Mr. Swanson, Executive Vice President, [added: Enterprise] Chief Information Officer, joined the Executive Committee effective January 3, 2022.

[removed: (k)Ms.] [added: (j)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 [removed: positions across the global enterprise,] [added: positions, including] in roles within operations, quality, engineering, new products, information technology, and other technical and business functions.

In [removed: July] 2018, she was [removed: promoted to] [added: named] Executive Vice President, Chief Global Supply [removed: Chain Officer, and became a member of the Executive Committee.]

[removed: (l)Mr.] [added: (k)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.

| | | | | | | 16 | | |

(d)Ms. Elizabeth Forminard joined the Company in 2006 as Vice President, Law, Consumer Healthcare Global Business Unit and continued to serve in roles of increasing responsibility.

In 2012, she was promoted to General Counsel, Medical Devices & Diagnostics and became General Counsel, Consumer Group & Supply Chain in 2013.

She was appointed Worldwide Vice President, Corporate Governance in 2016.

From 2019 to 2022, she served as General Counsel, Pharmaceuticals.

Ms. Forminard has worldwide responsibility for the legal and privacy functions, and leads the development and execution of the Company's environment, social and governance strategy.

As Interim Head of Janssen R&D, Dr. Hait's mission is to focus the best research and development teams in the world at the intersection of unmet medical need and breakthroughs in science and technology to make medicines with benefit for patients worldwide.

Chain Officer, and became a member of the Executive Committee.

In January 2023, she was appointed Executive Vice President, Chief Technical Operations & Risk Officer.

Ms. Wengel has enterprise-wide responsibilities for key technical operations functions, including Procurement, Engineering & Property Services, Sustainability and cross-sector Supply Chain teams focused on standards, services, strategic programs and data science, and serves as Chair of the Company’s Supply Chain Management Committee.

She also oversees critical risk functions, including Quality & Compliance, Health Care Compliance, Environmental Health & Safety, Global Security and Global Brand Protection.

| | | | | | | | | |

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

| Jennifer L. Taubert | | | | | | 58 | | | | | | Member, Executive Committee; Executive Vice President, Worldwide Chairman, Pharmaceuticals(i) | | |

member of the Executive Committee, leading the Company's global marketing, communication, design and philanthropy functions.

(e)Dr. M. Mammen joined the Company in 2017 as Global Head of R&D at the Janssen Pharmaceutical Companies of Johnson & Johnson.

Prior to joining Janssen in June 2017, Dr. Mammen was Senior Vice President at Merck Research Laboratories, responsible for research in the areas of Cardiovascular, Metabolic and Renal Diseases, Oncology/lmmuno-Oncology and Immunology.

Prior to Merck, he led R&D at Theravance, a company he co-founded in the San Francisco Bay Area in 1997 based on his work at Harvard University.

He is responsible for a team whose mission is to make transformational medicines with unequivocal benefit for patients worldwide, working across a wide range of therapeutic areas and biological pathways in the areas of: Oncology, Cardiovascular and Metabolic Disease, Retinal Disease, Pulmonary Hypertension, Immunology, Neuroscience and Infectious Disease and Vaccines.

These Therapeutic Areas are fueled by world-class Global Functions in Discovery Sciences and Manufacturing, Regulatory Affairs, Development Operations and Data Science.

Mr. Swanson is

(j)Mr. M. H. Ullmann joined the Company in 1989 as a corporate attorney in the Law Department.

He was appointed Corporate Secretary in 1998 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, healthcare compliance, global brand protection and privacy.

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.

Ms. Wengel has enterprise-wide responsibilities for Supply Chain, Quality & Compliance, Procurement, Engineering & Property Services, Environmental Health & Safety and Sustainability.

As of February 10, [removed: 2022,] [added: 2023,] there were [removed: 127,899] [added: 124,211] record holders of common stock of the Company.

The following table provides information with respect to common stock purchases by the Company during the fiscal fourth quarter of [removed: 2021.][added: 2022.]

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

(1) During the fiscal fourth quarter of [removed: 2021,] [added: 2022,] the Company repurchased an aggregate of [removed: 6,041,024] [added: 7,745,055] shares of Johnson & Johnson Common Stock in open-market transactions, [removed: all] of which [added: 3,179,491 shares] were purchased [removed: in open-market transactions] [added: pursuant to the repurchase program that was publicly announced on September 14, 2022, and of which 4,565,564 shares were purchased] as part of a systematic plan to meet the needs of the Company’s compensation programs.

On September 14, 2022, the Company announced that its Board of Directors approved a share repurchase program, authorizing the Company to purchase up to $5.0 billion of the Company's Common Stock.

Share repurchases may be made at management’s discretion from time to time on the open market or through privately negotiated transactions.

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

| October 3, 2022 through October 30, 2022 | | | | | | 3,921,949 | | | | | | $ | 165.29 | | | | | 3,179,491 | | | | | | \- | | |

| October 31, 2022 through November 27, 2022 | | | | | | 1,444,006 | | | | | | 173.26 | | | | | | \- | | | | | | \- | | |

| November 28, 2022 through January 1, 2023 | | | | | | 2,379,100 | | | | | | 178.18 | | | | | | \- | | | | | | \- | | |

| Total | | | | | | 7,745,055 | | | | | | | | | | | | 3,179,491 | | | | | | 13,876,567 | | |

(2) As of January 1, 2023, an aggregate of 15,411,776 shares were purchased for a total of $2.5 billion since the inception of the repurchase program announced on September 14, 2022.

(3) As of January 1, 2023, the maximum number of shares that may yet be purchased under the plan is 13,876,567 based on the closing price of Johnson & Johnson Common Stock on the New York Stock Exchange on December 30, 2022 of $176.65 per share.

| October 4, 2021 through October 31, 2021 | | | | | | 549,068 | | | | | | $ | 163.78 | | | | | \- | | | | | | \- | | |

| November 1, 2021 through November 28, 2021 | | | | | | 100,000 | | | | | | 163.23 | | | | | | \- | | | | | | \- | | |

| November 29, 2021 through January 2, 2022 | | | | | | 5,391,956 | | | | | | 165.09 | | | | | | \- | | | | | | \- | | |

| Total | | | | | | 6,041,024 | | | | | | | | | | | | | | | | | | | | |

| [removed: [41](#i01be8f8f216a4c39adb513a606bfe937_112)] [added: [40](#i51a46167ef364951bf70ae9d6493776c_115)] | | | [Consolidated Balance [removed: Sheets](#i01be8f8f216a4c39adb513a606bfe937_112)] [added: Sheets](#i51a46167ef364951bf70ae9d6493776c_115)] | | |

| [removed: [42](#i01be8f8f216a4c39adb513a606bfe937_118)] [added: [41](#i51a46167ef364951bf70ae9d6493776c_121)] | | | [Consolidated Statements of [removed: Earnings](#i01be8f8f216a4c39adb513a606bfe937_118)] [added: Earnings](#i51a46167ef364951bf70ae9d6493776c_121)] | | |

| [removed: [43](#i01be8f8f216a4c39adb513a606bfe937_121)] [added: [42](#i51a46167ef364951bf70ae9d6493776c_124)] | | | [Consolidated Statements of Comprehensive [removed: Income](#i01be8f8f216a4c39adb513a606bfe937_121)] [added: Income](#i51a46167ef364951bf70ae9d6493776c_124)] | | |

| [removed: [44](#i01be8f8f216a4c39adb513a606bfe937_127)] [added: [43](#i51a46167ef364951bf70ae9d6493776c_130)] | | | [Consolidated Statements of [removed: Equity](#i01be8f8f216a4c39adb513a606bfe937_127)] [added: Equity](#i51a46167ef364951bf70ae9d6493776c_130)] | | |

| [removed: [45](#i01be8f8f216a4c39adb513a606bfe937_133)] [added: [44](#i51a46167ef364951bf70ae9d6493776c_136)] | | | [Consolidated Statements of Cash [removed: Flows](#i01be8f8f216a4c39adb513a606bfe937_133)] [added: Flows](#i51a46167ef364951bf70ae9d6493776c_136)] | | |

| [removed: [47](#i01be8f8f216a4c39adb513a606bfe937_136)] [added: [46](#i51a46167ef364951bf70ae9d6493776c_139)] | | | [Notes to Consolidated Financial [removed: Statements](#i01be8f8f216a4c39adb513a606bfe937_136)] [added: Statements](#i51a46167ef364951bf70ae9d6493776c_139)] | | |

| [removed: [103](#i01be8f8f216a4c39adb513a606bfe937_229)] [added: [103](#i51a46167ef364951bf70ae9d6493776c_232)] | | | [Report of Independent Registered Public Accounting [removed: Firm](#i01be8f8f216a4c39adb513a606bfe937_229)] [added: Firm](#i51a46167ef364951bf70ae9d6493776c_232)] (PCAOB ID 238) | | |

| [removed: [106](#i01be8f8f216a4c39adb513a606bfe937_232)] [added: [106](#i51a46167ef364951bf70ae9d6493776c_235)] | | | [Management’s Report on Internal Control Over Financial [removed: Reporting](#i01be8f8f216a4c39adb513a606bfe937_232)] [added: Reporting](#i51a46167ef364951bf70ae9d6493776c_235)] | | |

At January [removed: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021][added: 2, 2022]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents (Notes 1 and 2) | | | $ | [removed: 14,487] [added: 14,127] | | | | | [removed: 13,985] [added: 14,487] | | |

| Marketable securities (Notes 1 and 2) | | | [removed: 17,121] [added: 9,392] | | | | | | [removed: 11,200] [added: 17,121] | | |

| Accounts receivable trade, less allowances for doubtful accounts [removed: $230 (2020, $293)] [added: $203 (2021, $230)] | | | [removed: 15,283] [added: 16,160] | | | | | | [removed: 13,576] [added: 15,283] | | |

| Inventories (Notes 1 and 3) | | | [removed: 10,387] [added: 12,483] | | | | | | [removed: 9,344] [added: 10,387] | | |

| Prepaid expenses and other receivables | | | [removed: 3,701] [added: 3,132] | | | | | | [removed: 3,132] [added: 3,701] | | |

| Total current assets | | | [removed: 60,979] [added: 55,294] | | | | | | [removed: 51,237] [added: 60,979] | | |

| Property, plant and equipment, net (Notes 1 and 4) | | | [removed: 18,962] [added: 19,803] | | | | | | [removed: 18,766] [added: 18,962] | | |

| Intangible assets, net (Notes 1 and 5) | | | [removed: 46,392] [added: 48,325] | | | | | | [removed: 53,402] [added: 46,392] | | |

| Goodwill (Notes 1 and 5) | | | [removed: 35,246] [added: 45,231] | | | | | | [removed: 36,393] [added: 35,246] | | |

| Deferred taxes on income (Note 8) | | | [removed: 10,223] [added: 9,123] | | | | | | [removed: 8,534] [added: 10,223] | | |

| Other assets | | | [removed: 10,216] [added: 9,602] | | | | | | [removed: 6,562] [added: 10,216] | | |

| Total assets | | | $ | [removed: 182,018] [added: 187,378] | | | | | [removed: 174,894] [added: 182,018] | | |

| Loans and notes payable (Note 7) | | | $ | [removed: 3,766] [added: 12,771] | | | | | [removed: 2,631] [added: 3,766] | | |

| Accounts payable | | | [removed: 11,055] [added: 11,703] | | | | | | [removed: 9,505] [added: 11,055] | | |

| Accrued liabilities | | | [removed: 13,612] [added: 11,456] | | | | | | [removed: 13,968] [added: 13,612] | | |

| Accrued rebates, returns and promotions | | | [removed: 12,095] [added: 14,417] | | | | | | [removed: 11,513] [added: 12,095] | | |

| Accrued compensation and employee related obligations | | | [removed: 3,586] [added: 3,328] | | | | | | [removed: 3,484] [added: 3,586] | | |

| Accrued taxes on income (Note 8) | | | [removed: 1,112] [added: 2,127] | | | | | | [removed: 1,392] [added: 1,112] | | |

| Total current liabilities | | | [removed: 45,226] [added: 55,802] | | | | | | [removed: 42,493] [added: 45,226] | | |

| Long-term debt (Note 7) | | | [removed: 29,985] [added: 26,888] | | | | | | [removed: 32,635] [added: 29,985] | | |

| Deferred taxes on income (Note 8) | | | [removed: 7,487] [added: 6,374] | | | | | | [removed: 7,214] [added: 7,487] | | |

| Employee related obligations (Notes 9 and 10) | | | [removed: 8,898] [added: 6,767] | | | | | | [removed: 10,771] [added: 8,898] | | |

| Long-term taxes payable (Note 1) | | | [removed: 5,713] [added: 4,306] | | | | | | [removed: 6,559] [added: 5,713] | | |

| Other liabilities | | | [removed: 10,686] [added: 10,437] | | | | | | [removed: 11,944] [added: 10,686] | | |

| Total liabilities | | | [removed: 107,995] [added: 110,574] | | | | | | [removed: 111,616] [added: 107,995] | | |

| Accumulated other comprehensive income (loss) (Note 13) | | | [removed: (13,058)] [added: (12,967)] | | | | | | [removed: (15,242)] [added: (13,058)] | | |

| Retained earnings | | | [removed: 123,060] [added: 128,345] | | | | | | [removed: 113,890] [added: 123,060] | | |

| Less: common stock held in treasury, at cost (Note 12) [removed: (490,878,000] [added: (506,246,000] shares and [removed: 487,331,000] [added: 490,878,000] shares) | | | [removed: 39,099] [added: 41,694] | | | | | | [removed: 38,490] [added: 39,099] | | |

| Total shareholders’ equity | | | [removed: 74,023] [added: 76,804] | | | | | | [removed: 63,278] [added: 74,023] | | |

| Total liabilities and shareholders’ equity | | | $ | [removed: 182,018] [added: 187,378] | | | | | [removed: 174,894] [added: 182,018] | | |

| | | | | | | 39 | | |

| | | | 118,498 | | | | | | 113,122 | | |

| Balance, January 1, 2023 | | | $ | 76,804 | | | | | 128,345 | | | | | | (12,967) | | | | | | 3,120 | | | | | | (41,694) | | |

| Net earnings | | | $ | 17,941 | | | | | 20,878 | | | | | | 14,714 | | |

ASU 2022-04: Liabilities-Supplier Finance Programs (Topic 405-50) – Disclosure of Supplier Finance Program Obligations

This update requires that a buyer in a supplier finance program disclose additional information about the program to allow financial statement users to better understand the effect of the programs on an entity’s working capital, liquidity, and cash flows.

This update will be effective for the Company for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

The Company is currently assessing the impact of this update on its disclosures and will adopt this standard in the fiscal first quarter of 2023.

losses recorded as a component of accumulated other comprehensive income.

If warranted the purchased in-process research and development could be written off or partially impaired depending on the underlying program.

The Company

undistributed earnings of U.S. companies located in foreign jurisdictions.

| (Dollars in Millions) | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash | | | | | | $ | 4,926 | | | | | | | | | | | — | | | | | | 4,926 | | | | | | 4,926 | | | | | | — | | |

| Subtotal | | | | | | $ | 13,032 | | | | | | | | | | | (1) | | | | | | 13,031 | | | | | | 12,159 | | | | | | 873 | | |

| U.S. Gov't Securities | | | | | | $ | 9,959 | | | | | | | | | | | (28) | | | | | | 9,931 | | | | | | 1,922 | | | | | | 8,009 | | |

| U.S. Gov't Agencies | | | | | | 210 | | | | | | | | | | | | (5) | | | | | | 205 | | | | | | — | | | | | | 205 | | |

| Corporate and other debt securities | | | | | | 352 | | | | | | | | | | | | (1) | | | | | | 351 | | | | | | 46 | | | | | | 305 | | |

| Subtotal available for sale(2) | | | | | | $ | 10,521 | | | | | | | | | | | (34) | | | | | | 10,487 | | | | | | 1,968 | | | | | | 8,519 | | |

(1)The change was primarily related to the intangible assets acquired with the acquisition of Abiomed, Inc. which was partially offset by amortization expense of previously existing intangible assets and the result of currency translation effects.

(3)The reduction was primarily related to an intangible asset impairment charge of approximately $0.8 billion recorded in the fiscal year 2022 related to an in-process research and development asset, bermekimab (JnJ-77474462), an investigational drug for the treatment of Atopic Dermatitis (AD) and Hidradenitis Suppurativa (HS) acquired with the acquisition of XBiotech, Inc. in the fiscal year 2020.

Additional information regarding efficacy of the AD and HS indications became available which led the Company to the decision to terminate the development of bermekimab for AD and HS.

This was partially offset by approximately $1.1 billion of IPR&D acquired with Abiomed, Inc.

| Goodwill, related to divestitures | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Currency translation/other | | | | | | (626) | | | | | | (396) | | | | | | (49) | | | | | | (1,071) | | |

| Goodwill at January 1, 2023 | | | | | | $ | 9,184 | | | | | 10,184 | | | | | | 25,863 | | | | | | 45,231 | | |

In the fiscal fourth quarter of 2022, the Company entered into forward starting interest rate swaps with notional amounts totaling $2.4 billion in contemplation of hedging interest rate risk associated with long-term financing for the Consumer Health segment separation.

These forward starting interest rate swaps are not designated as hedges and therefore, changes in the fair values of these derivatives are recognized in earnings.

At the end of the fiscal year 2022, the changes in fair value was not material and therefore not included in the table below.

| | | | January 1, 2023 | | | | | | | | | | | | | | | January 2, 2022 | | | | | | | | | | | | | | |

| (Dollars in Millions) | | | | | | January 1, 2023 | | | | | | January 2, 2022 | | | | | | January 1, 2023 | | | | | | January 2, 2022 | | |

| (Dollars in Millions) | | | | | | January 1, 2023 | | | | | | January 2, 2022 | | | | | | | | | | | | January 1, 2023 | | | | | | January 2, 2022 | | |

| | | | | | | January 2, 2022 | | | | | | | | | | | | | | | | | | January 1, 2023 | | | | | | | | |

In fiscal year 2022, the Company sold all of its equity investments in argenx SE for proceeds of $0.6 billion.

| | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | |

(7)In fiscal year 2022, the Company recorded $704 million of contingent consideration related to Abiomed.

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

In November 2022, the Company secured an additional 364-day Credit Facility of $10 billion, which expires on November 21, 2023.

| $1,551 | | | | | | 1,392 | | | | | | 1,667 | | | | | | 1,996 | | | | | | 2,271 | | | | | | 19,562 | | |

| | | | 113,122 | | | | | | 101,768 | | |

| Balance, December 30, 2018 | | | $ | 59,752 | | | | | 106,216 | | | | | | (15,222) | | | | | | 3,120 | | | | | | (34,362) | | |

The Company is targeting completion of the planned separation in 18 to 24 months after initial announcement.

The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company's financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021.

There were no new material accounting standards issued in fiscal 2021 that impacted the Company.

ASU 2021-01: Reference Rate Reform

In mid- 2017, the Financial Conduct Authority (FCA) announced that it will no longer require banks to submit rates for the London Interbank Offered Rate (LIBOR) after 2021 hence market participants should work to transition to alternative reference rates (Reference Rate Reform) and should not rely on LIBOR being available after the end of 2021.

Reference rate reform is the term used to refer to the efforts that have been undertaken by regulators and other market participants to introduce new reference rates that are based on a larger and more liquid population of observable transactions.

The Company evaluated the implications of reference rate reform and applicable financial reporting guidance in ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting on its key financial and commercial contracts that referenced LIBOR including any hedging relationships.

Most contracts reviewed will mature prior to the termination of LIBOR or will be modified to apply a new reference rate (primarily the Secured Overnight Financing Rate “SOFR” where applicable).

The company also applied available practical expedients under ASC 848 to in scope financial and commercial contracts that previously referenced LIBOR when applicable.

As a result, the Company's implementation of any reference rate reform provisions to commercial and financial contracts did not result in any material change for the Company.

at least an investment grade credit rating.

Medical Devices segment are typically resalable but are not material.

The Company has elected the following policy elections on adoption: use of portfolio approach

The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of January 2, 2022 and through the date of this report.

The accounting matters assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, inventory and related reserves, accrued rebates and associated reserves, and the carrying value of the goodwill and other long-lived assets along with the Company’s on-going vaccine development and distribution efforts.

While there was not a material impact to the Company’s consolidated financial statements as of and for the fiscal year ended January 2, 2022, the Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

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

| Other Sovereign Securities | | | | | | 1 | | | | | | | | | | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | |

| Cash | | | | | | $ | 2,863 | | | | | — | | | | | | | | | | | | 2,863 | | | | | | 2,863 | | | | | | — | | |

| Non-U.S. Sovereign Securities(1) | | | | | | 690 | | | | | | — | | | | | | | | | | | | 690 | | | | | | — | | | | | | 690 | | |

| Corporate debt securities(1) | | | | | | 2,674 | | | | | | — | | | | | | | | | | | | 2,674 | | | | | | 1,451 | | | | | | 1,223 | | |

| Subtotal | | | | | | $ | 11,143 | | | | | — | | | | | | | | | | | | 11,143 | | | | | | 9,230 | | | | | | 1,913 | | |

| Gov't Securities | | | | | | $ | 13,777 | | | | | 1 | | | | | | | | | | | | 13,778 | | | | | | 4,731 | | | | | | 9,047 | | |

| Other Sovereign Securities | | | | | | 14 | | | | | | — | | | | | | | | | | | | 14 | | | | | | — | | | | | | 14 | | |

| Subtotal available for sale(2) | | | | | | $ | 14,041 | | | | | 1 | | | | | | | | | | | | 14,042 | | | | | | 4,755 | | | | | | 9,287 | | |

The impairment charge was calculated based on revisions to the discounted cash flow valuation model reflecting a delay of first in human procedures of approximately two years from the initial acquisition model assumption of the second half of 2022.

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

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

| Goodwill at December 29, 2019 | | | | | | $ | 9,736 | | | | | 9,169 | | | | | | 14,734 | | | | | | 33,639 | | |

| Currency translation/other | | | | | | 600 | | | | | | 618 | | | | | | 76 | | | | | | 1,294 | | |

| 3.55% Notes due 2021 | | | | | | $ | — | | | | | — | | % | | | | $ | 450 | | | | | 3.67 | | % | | | |

| 2.45% Notes due 2021 | | | | | | — | | | | | | — | | | | | | 350 | | | | | | 2.48 | | | | | |

| 1.65% Notes due 2021 | | | | | | — | | | | | | — | | | | | | 999 | | | | | | 1.65 | | | | | |

Total credit available to the Company approximates $10 billion, which expires on September 8, 2022.

| $2,131 | | | | | | 1,551 | | | | | | 1,518 | | | | | | 1,732 | | | | | | 1,995 | | | | | | 23,189 | | |

| TCJA and related impacts | | | | | | (0.5) | | | | | | 0.7 | | | | | | (3.9) | | | (3) | | |

| All other | | | | | | (0.2) | | | | | | (1.0) | | | | | | 0.5 | | | | | |

Joaquin Duato, [added: Chairman and] Chief Executive Officer, and Joseph J.

*Changes in Internal Control Over Financial Reporting.* During the fiscal quarter ended January [removed: 2, 2022,] [added: 1, 2023,] 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.

The Company has not experienced any material impact to its internal controls over financial reporting despite the fact that many of its employees have worked remotely due to the COVID-19 pandemic.

The Company proactively took actions to re-evaluate and refine its financial reporting process through additional monitoring controls to provide reasonable assurance that the financial results are reported accurately and timely.

[added: Any substantive amendment to] the [added: 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 *www.investor.jnj.com/gov.cfm* within five business days (and retained on the website for at least one year).

[removed: The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers] is available on the Company’s website at *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.

The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers

Any substantive amendment to the Code of Business Conduct or any waiver of the Code granted to

The following table provides certain information as of January [removed: 2, 2022] [added: 1, 2023] concerning the shares of the Company’s Common Stock that may be issued under existing equity compensation plans.

(1)Included in this category are the following equity compensation plans which have been approved by the Company’s shareholders: [removed: 2005] [added: 2012] Long-Term Incentive Plan and [removed: 2012] [added: 2022] Long-Term Incentive Plan.

(3)The [removed: 2005] [added: 2012] Long-Term Incentive Plan expired April 26, [removed: 2012.][added: 2022.]

All options and restricted shares granted subsequent to that date were under the [removed: 2012] [added: 2022] Long-Term Incentive Plan.

| Equity Compensation Plans Approved by Security Holders(1) | | | 134,644,525 | | | | | | $118.94 | | | | | | 149,652,710 | | |

| Total | | | 134,644,525 | | | | | | $118.94 | | | | | | 149,652,710 | | |

| Equity Compensation Plans Approved by Security Holders(1) | | | 133,794,708 | | | | | | $109.96 | | | | | | 240,344,013 | | |

| Total | | | 133,794,708 | | | | | | $109.96 | | | | | | 240,344,013 | | |

Consolidated Balance Sheets at end of Fiscal Years [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Earnings for Fiscal Years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Comprehensive Income for Fiscal Years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Equity for Fiscal Years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for Fiscal Years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Date: February [removed: 17, 2022][added: 16, 2023]

| | | | J. Duato, [removed: Director] [added: Chairman of the Board] and Chief Executive Officer | | |

| /s/ J. J. Wolk | | | | | | Chief Financial Officer | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ R. J. Decker Jr. | | | | | | Controller and Chief Accounting Officer | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ M. C. Beckerle | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ D. S. Davis | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ I. E. L. Davis | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ J. A. Doudna | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ M. A. Hewson | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ H. Joly | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ M. B. McClellan | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ A. M. Mulcahy | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ A. E. Washington | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ M. A. Weinberger | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ N.Y. West | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| [removed: [10(j)](http://www.sec.gov/Archives/edgar/data/200406/000119312512075565/d281803dex10k.htm)] [added: [10(j)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex21-subsidiariesxform10xk.htm)] | | | | | | Amended and Restated Deferred Fee Plan for Directors (Amended as of January 17, 2012) — Incorporated herein by reference to Exhibit 10(k) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 1, 2012.* | | |

| [removed: [10(l)](http://www.sec.gov/Archives/edgar/data/200406/0000950123-97-002843-index.html)] [added: [10(](http://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)[s](http://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)[)](http://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)] | | | | | | [removed: Excess Savings] [added: Second Amendment to the Severance Pay] Plan [removed: (Effective as] of [removed: January] [added: Johnson & Johnson and U.S. Affiliated Companies (as amended and restated effective October] 1, [removed: 1996)] [added: 2014)] — Incorporated herein by reference to Exhibit [removed: 10(j)] [added: 10(x)] of the [removed: Registrant’s] [added: Registrant's] Form 10-K Annual Report for the fiscal year ended [removed: December 29, 1996.*] [added: January 3, 2016.*] | | |

| [removed: [10(m)](http://www.sec.gov/Archives/edgar/data/200406/000095012309003187/y74152exv10wp.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)[m](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)] | | | | | | [removed: Amendments to the] [added: Excess Benefit Plan of] Johnson & Johnson [removed: Excess Savings Plan effective] [added: and Affiliated Companies (amended and restated] as of January 1, [removed: 2009 — Incorporated herein] [added: 2020)— incorporated] by reference to Exhibit [removed: 10(p)] [added: 10(n)] of the Registrant’s Form 10-K Annual Report for the fiscal year ended [removed: December 28, 2008.*] [added: January 3, 2021.*] | | |

| [removed: [10(n)](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)[r](http://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)[)](http://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)] | | | | | | [removed: Amended and Restated Excess Benefit] [added: First Amendment to the Severance Pay] Plan of Johnson & Johnson and [added: U.S.] Affiliated Companies [removed: (Amended] [added: (as amended] and restated effective [removed: January] [added: October] 1, [removed: 2020, except as otherwise provided) incorporated] [added: 2014) — Incorporated] herein by reference to Exhibit [removed: 10(n)] [added: 10.1] of the Registrant's Form [removed: 10-K Annual] [added: 10-Q Quarterly] Report for the [removed: fiscal year] [added: quarter] ended [removed: January 3, 2021*] [added: June 28, 2015.*] | | |

| [removed: 10(o)] [added: 10(n)] | | | | | | Executive Life Plan Agreement — Incorporated herein by reference to Exhibit 10(i) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 3, 1993.* | | |

| [removed: [10(p)](http://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)[o](http://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)[)](http://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)] | | | | | | Executive Life Plan Agreement Closure Letter — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 29, 2015.* | | |

| [removed: [10(q)](http://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit102.htm)] [added: [10(](http://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)[q](http://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)[)](http://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)] | | | | | | [removed: Employment Agreement for Dr. Paulus Stoffels -] [added: 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 [removed: 10.2] [added: 10.1] of the [removed: Registrant’s] [added: Registrant's] Form 10-Q Quarterly Report for the quarter ended September [removed: 30, 2012.*] [added: 28, 2014.*] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/200406/000020040622000022/ex21-subsidiariesxform10xk.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex21-subsidiariesxform10xk.htm)] | | | | | | Subsidiaries — Filed with this document. | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/200406/000020040622000022/ex23-pwcconsentxform10xkx2.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex23-pwcconsentxform10xkx2.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm — Filed with this document. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/200406/000020040622000022/ex311-302certofceoxform10x.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex311-302certofceoxform10x.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/200406/000020040622000022/ex312-302certofcfoxform10x.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex312-302certofcfoxform10x.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/200406/000020040622000022/ex321-906certofceoxform10x.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex321-906certofceoxform10x.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/200406/000020040622000022/ex322-906certofcfoxform10x.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex322-906certofcfoxform10x.htm)] | | | | | | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act — Furnished with this document. | | |

| /s/ J. Duato | | | | | | Chairman of the Board | | | | | | February 16, 2023 | | |

| /s/D. Adamczyk | | | | | | Director | | | | | | February 16, 2023 | | |

| D. Adamczyk | | | | | | | | | | | | | | |

| [2(i)](https://www.sec.gov/Archives/edgar/data/200406/000119312522274491/d395813dex21.htm) | | | | | | Agreement and Plan of Merger, dated as of October 31, 2022, by and among Johnson & Johnson, Athos Merger Sub, Inc. and ABIOMED, Inc. – Incorporated herein by reference to Exhibit 2.1 of the Registrant’s Form 8-K Current Report filed November 1, 2022.† | | |

| [10(l)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/ex101-jjexcessplanx2022res.htm) | | | | | | The Johnson & Johnson Excess Savings Plan (amended and restated as of January 1, 2022) — Filed with this document.* | | |

| [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040622000026/a2022jnjproxy.htm)[p](https://www.sec.gov/Archives/edgar/data/200406/000020040622000026/a2022jnjproxy.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040622000026/a2022jnjproxy.htm) | | | | | | 2022 Long-Term Incentive Plan — Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on March 16, 2022.* | | |

| [10(t)](https://www.sec.gov/Archives/edgar/data/200406/000119312522311072/d428734dex101.htm) | | | | | | Contingent Value Rights Agreement, dated as of December 22, 2022, by and between Johnson & Johnson and American Stock Transfer & Trust Company, LLC – Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K Current Report filed December 22, 2022.† | | |

| † | | | Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K, as applicable. | | |

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

| /s/ J. Duato | | | | | | Director | | | | | | February 17, 2022 | | |

| /s/ A. Gorsky | | | | | | Executive Chairman, Board of Directors | | | | | | February 17, 2022 | | |

| A. Gorsky | | | | | | | | | | | | | | |

| /s/ C. Prince | | | | | | Director | | | | | | February 17, 2022 | | |

| C. Prince | | | | | | | | | | | | | | |

| /s/ R. A. Williams | | | | | | Director | | | | | | February 17, 2022 | | |

| R. A. Williams | | | | | | | | | | | | | | |

| [10(r)](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.* | | |

| [10(s)](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.* | | |

| [10(t)](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.* | | |