Johnson & Johnson (JNJ) 10-K risk factor changes: FY2023 vs FY2022

The Company faces substantial competition in [removed: all three] [added: its two] operating segments and in all geographic markets.

For the Company’s [removed: Pharmaceutical] [added: Innovative Medicine] businesses, loss of patent exclusivity for a product often is followed by a substantial reduction in sales as competitors gain regulatory approval for generic and other competing products and enter the market.

The Company’s [removed: manufacture] [added: manufacturing] of products requires the timely delivery of sufficient amounts of complex, high-quality components and materials.

The Company’s subsidiaries operate [removed: 89] [added: 61] manufacturing facilities as well as sourcing from thousands of suppliers around the world.

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

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

The Company relies on third parties to manufacture [added: and supply] certain of our [added: raw materials, component parts and] products.

[added: In the event of any such disruption, the] Company would need to seek and source other qualified third-party manufacturers, likely resulting in further delays and increased costs which could affect our business adversely.

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

[removed: The] [added: For example, the] COVID-19 pandemic [removed: has] adversely [removed: impacted, and may continue to adversely impact,] [added: impacted] 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.

The [removed: continued] spread of [removed: COVID-19 or other] [added: any] health crises may cause the Company to modify its business practices, and 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 [removed: partners.][added: partners under such circumstances.]

While the Company has robust business continuity plans in place across our global supply chain network [added: designed] to help mitigate the impact of health crises, these efforts may not completely prevent our business from being adversely affected [removed: and future impacts remain uncertain.][added: in the event of a health crisis.]

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

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

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

As part of various efforts to contain healthcare costs, these [removed: payers] [added: payors] are putting downward pressure on prices at which products will be reimbursed.

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

The Company’s more significant legal proceedings are described in Note [removed: 19, “Legal Proceedings”] [added: 19 Legal proceedings] under Notes to the Consolidated Financial Statements included in Item 8 of this Report.

Concerns about product safety, whether raised internally or by litigants, regulators or consumer advocates, and whether or not based on scientific evidence, can result in safety alerts, product recalls, governmental investigations, regulatory action on the part of the U.S. [removed: Food and Drug Administration] [added: FDA] (or its counterpart in other countries), private claims and lawsuits, payment of fines and settlements, declining sales and reputational damage.

[removed: Like other companies in the healthcare industry,] [added: Business,] the Company is subject to [added: an increasing number of] extensive [removed: regulation,] [added: government laws and regulations,] investigations and legal action by national, state and local government agencies in the U.S. and other countries in which it operates.

Regulatory issues regarding compliance with current Good Manufacturing Practices (cGMP) (and comparable quality regulations in foreign countries) by manufacturers of [removed: drugs, devices] [added: drugs] and [removed: consumer products] [added: devices] can lead to fines and penalties, product recalls, product shortages, interruptions in production, delays in new product approvals and litigation.

The most significant current investigations and litigation brought by government agencies are described in Note [removed: 19, “Legal Proceedings—Government Proceedings”] [added: 19 Legal proceedings—Government proceedings] under Notes to the Consolidated Financial Statements included in Item 8 of this Report.

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, such as the recent [removed: adoption by the EU,] enactment by [removed: South Korea] [added: certain EU] and [added: non-EU countries, and] the anticipated enactment [added: by additional countries, of a global minimum tax, could negatively impact the Company’s effective tax rate and results of operations.]

See Note [removed: 8, “Income Taxes”] [added: 8 Income taxes] under Notes to the Consolidated Financial Statements included in Item 8 of this Report for additional information.

Current legal proceedings involving the Company’s patents and other intellectual property rights are described in Note [removed: 19, “Legal Proceedings—Intellectual Property”] [added: 19 Legal proceedings—Intellectual property] under Notes to the Consolidated Financial Statements included in Item 8 of this Report.

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

New products introduced within the past five years [added: accounted for approximately 25% of 2023 sales.]

The Company faces a variety of financial, economic, legal, social and political risks associated with conducting business [removed: internationally.][added: internationally.]

*Foreign [removed: Currency Exchange*:] [added: currency exchange*:] In fiscal [removed: 2022,] [added: 2023,] approximately [removed: 49%] [added: 45%] of the Company’s sales occurred outside of the U.S., with approximately [removed: 25%] [added: 24%] in Europe, [removed: 6%] [added: 5%] in the Western Hemisphere, excluding the U.S., and [removed: 18%] [added: 16%] in the Asia-Pacific and Africa region.

[removed: In addition, the impact of currency devaluations in] countries experiencing high inflation rates or significant currency exchange fluctuations could negatively impact the Company’s operating results.

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

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

- protective economic policies taken by governments, such as trade protection [removed: measures] [added: measures, increased antitrust reporting requirements] and [added: enforcement activity, and] import/export licensing requirements;

[removed: Failure] [added: Weak financial performance, failure] to maintain a satisfactory credit rating [added: or disruptions in the financial markets] could adversely affect our liquidity, capital position, borrowing costs and access to capital markets.

[removed: The Russia-Ukraine War, and actions taken in response] [added: Due] to the [removed: Russia-Ukraine War,] [added: international nature of the Company's business, geopolitical or economic changes or events, including global tensions and war,] could adversely affect our business, results of operations or financial condition.

Furthermore, [removed: the Russian government has already taken] [added: in some countries, such as in Russia,] action [removed: allowing Russian] [added: may be taken that allows] 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 [removed: our] [added: the Company's] inventions in Russia or from selling or importing products in and into Russia.

[removed: We have experienced, and expect to continue to experience, other risks related to the broad economic consequences] [added: Global tensions, conflict and/or war among any] of the [removed: Russia-Ukraine War, including] [added: countries in which we conduct business or distribute our products may result in] foreign currency volatility, decreased demand for our products in [removed: countries] affected [removed: by the Russia-Ukraine War] [added: countries,] and challenges to our global supply chain related to increased costs of materials and other inputs for our products and [removed: suppliers operating in Russia and Ukraine.][added: suppliers.]

Unanticipated developments could delay, prevent or otherwise adversely affect the [removed: planned separation,] [added: divestiture,] including but not limited to [removed: disruptions in general or] financial market [removed: conditions or potential problems or delays in obtaining various regulatory and tax approvals or clearances.][added: conditions.]

In addition, the Company may [added: not] be [removed: unable] [added: able] to achieve [removed: some or all of] the [added: full] strategic and financial benefits that [removed: it expects] [added: are expected] to [removed: achieve] [added: result] from the [removed: planned separation of the Company’s Consumer Health business.][added: Separation.]

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

The Company may also experience operational and financial risk in connection with acquisitions if we are unable to fully identify potential risks and liabilities associated with acquired businesses or products, successfully integrate operations and employees, and successfully identify and realize synergies with existing businesses while containing acquisition-related strain on our management, operations and financial resources.

The Company’s business and operations will be negatively impacted if we are unable to introduce new products or technological advances that are safe, more effective, more effectively marketed or otherwise outperform those of our competitors.

| | | | | | |

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

| 2023 Annual Report | | | 9 | | |

Further, increased third-party utilization of the 340B Federal Drug Discount Program from expanded interpretations of the statute may have a negative impact on the Company's financial performance.

| | | | | | |

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

| 10 | | |  | | |

We are subject to an increasing number of costly and complex governmental regulations in the countries in which operations are conducted which may materially adversely affect the Company’s financial condition and business operations.

As described in Item 1.

For example, changes to the U.S. FDA’s timing or requirements for approval or clearance of our products may have a negative impact on our ability to bring new products to market.

New laws and regulations may also impose deadlines on the Company, or its third-party suppliers, manufacturers or other partners and providers, for which there may be insufficient time to implement changes to comply with such new regulations and may result in manufacturing delays or other supply chain constraints.

If the Company is unable to identify ways to mitigate these delays or constraints, there may be an adverse effect on sales and access to our products.

The rapid increase in new government laws and regulations imposes significant compliance costs to the Company and a failure of the Company to timely implement changes to comply with these new laws may expose the Company to investigations, legal actions or penalties.

| | | | | | |

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

| 2023 Annual Report | | | 11 | | |

| | | | | | |

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

| 12 | | |  | | |

The Company leverages the use of data science, machine learning and other forms of AI and emerging technologies across varying parts of its business and operations, and the introduction and incorporation of AI may result in unintended consequences or other new or expanded risks and liabilities.

AI technology is continuously evolving, and the AI technologies we develop and adopt may become obsolete earlier than planned.

Our investments in these technologies may not result in the benefits we anticipate or enable us to obtain or maintain a competitive advantage.

The application of machine learning and AI in our business is emerging and evolving alongside new laws and regulations that may entail significant costs or ultimately limit our ability to continue the use of these technologies.

These technologies also carry inherent risks related to data privacy and security further described below.

In addition, the impact of currency devaluations in

| | | | | | |

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

| 2023 Annual Report | | | 13 | | |

As described above, the Company has extensive operations and business activity throughout the world.

Most recently, we have experienced, and expect to continue to experience, impacts to the Company's business resulting from the Russia-Ukraine war, rising conflict in the Middle East as well as increasing tensions between the U.S. and China.

In response to heightened conflict, such as the Russia-Ukraine war, governments may impose export controls and broad financial and economic sanctions.

Our business and operations may be further impacted by the imposition of trade protection measures or other policies adopted by any country that favor domestic companies and technologies over foreign competitors.

| | | | | | |

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

| 14 | | |  | | |

Also, increasing use of AI could increase these risks.

| | | | | | |

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

The Company’s Consumer Health businesses face intense competition from other branded products and retailers’ private-label brands.

If the Company fails to sufficiently differentiate and market its brand name consumer products, this could adversely affect revenues and profitability of those products.

In the event of any such disruption, the

| | | | | | | | | |

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

| | | | | | | 8 | | |

While the U.S. and other countries have substantially reopened their economies, the extent to which 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 an outbreak and impact of variants.

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

We also face uncertainties related to our 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 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 suppliers, external 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 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.

| | | | | | | 9 | | |

| | | | | | | 10 | | |

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

| | | | | | | 11 | | |

accounted for approximately 25% of 2022 sales.

| | | | | | | 12 | | |

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

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.

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

| | | | | | | 13 | | |

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

Given that developments concerning the Russia-Ukraine War are ongoing and have been constantly evolving, additional impacts and risks may arise that are not presently known to us.

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

Risks Related to the Planned Separation of our Consumer Health Business

The planned separation of the Company’s Consumer Health business may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the expected results.

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

The planned separation is intended to qualify as a tax-free transaction for U.S. federal income tax purposes.

The Company is targeting completion of the planned separation in 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 by the Company’s Board of Directors, the continuing effectiveness and validity of the Company's private letter ruling from the Internal Revenue Service (“IRS”) 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.

There can be no assurance regarding the ultimate timing of the planned separation or that such separation will be completed.

The costs to complete the planned separation will be significant.

In addition, the Company may not be able to achieve the full strategic and financial benefits that are expected to result from the planned separation.

Following the planned separation, the price of shares of the Company’s common stock may fluctuate significantly.

The Company cannot predict the effect of the planned separation on the trading price of shares of its common stock, and the market value of shares of its common stock may be less than, equal to or greater than the market value of shares of its common stock prior to the planned separation.

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 152,700] [added: 131,900] 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 [removed: three] [added: two] business segments: [removed: Consumer Health, Pharmaceutical] [added: Innovative Medicine] and MedTech.

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

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

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

With “Our Credo” as the foundation, the Company’s purpose is to blend heart, science and ingenuity to profoundly [removed: change the trajectory of] [added: impact] health for humanity.

New products introduced within the past five years accounted for approximately 25% of [removed: 2022] [added: 2023] sales.

In [removed: 2022, $14.6] [added: 2023, $15.1] 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 [removed: change the trajectory] [added: impact] of health for humanity.

A critical driver of the Company’s success is the diversity of its [removed: 152,700] [added: 131,900] employees worldwide.

[removed:   ][added: ]

For discussion on results of operations and financial condition pertaining to the fiscal years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] see the Company’s Annual Report on Form 10-K for the fiscal year ended January [removed: 2, 2022,] [added: 1, 2023,] Item 7.

| Sales increase/(decrease) due to: | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

The net impact of acquisitions and divestitures on the worldwide sales growth was a [removed: negative] [added: positive] impact of [removed: 0.1%] [added: 1.5%] in [removed: 2022] [added: 2023] and [removed: a negative] [added: no] impact [removed: of 0.6%] in [removed: 2021.][added: 2022.]

Sales by U.S. companies were [removed: $48.6] [added: $46.4] billion in [removed: 2022] [added: 2023] and [removed: $47.2] [added: $42.0] billion in [removed: 2021.][added: 2022.]

Sales by international companies were [removed: $46.4] [added: $38.7] billion in [removed: 2022] [added: 2023] and [removed: $46.6] [added: $38.0] billion in [removed: 2021.][added: 2022.]

The five-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 4.4%, 4.0%] [added: 4.7%, 5.2%] and [removed: 4.9%,] [added: 4.1%,] respectively.

The ten-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 3.5%, 5.0%] [added: 4.2%, 5.7%] and [removed: 2.2%,] [added: 2.6%,] respectively.

In [removed: 2022,] [added: 2023,] sales by companies in Europe experienced a decline of [removed: 0.6%] [added: 1.2%] as compared to the prior year, which included [added: an] operational [removed: growth] [added: decline] of [removed: 11.0%] [added: 2.2%] and a [removed: negative] [added: positive] currency impact of [removed: 11.6%.][added: 1.0%.]

Sales by companies in the Western Hemisphere, excluding the U.S., achieved growth of [removed: 6.5%] [added: 10.7%] as compared to the prior year, which included operational growth of [removed: 10.2%,] [added: 15.8%,] and a negative currency impact of [removed: 3.7%.][added: 5.1%.]

Sales by companies in the Asia-Pacific, Africa region [removed: experienced a decline] [added: achieved growth] of [removed: 2.8%] [added: 3.9%] as compared to the prior year, including operational growth of [removed: 6.2%] [added: 9.5%] and a negative currency impact of [removed: 9.0%.][added: 5.6%.]

In 2022, the Company [removed: utilized] [added: had] three wholesalers distributing products for [removed: all three] [added: both] segments that represented approximately [removed: 16.5%, 13.0%] [added: 18.9%, 15.0%] and [removed: 12.0%] [added: 13.8%] of the total consolidated revenues.

In [removed: 2021,] [added: 2023,] the Company [removed: had] [added: utilized] three wholesalers distributing products for [removed: all three] [added: both] segments that represented approximately [removed: 14.0%, 11.0%] [added: 18.2%, 15.1%] and [removed: 11.0%] [added: 14.2%] of the total consolidated revenues.

[removed: ][added: ]

[removed: Consumer Health] [added: Innovative Medicine] segment sales in [removed: 2022] [added: 2023] were [removed: $15.0] [added: $54.8] billion, [removed: a decrease] [added: an increase] of [removed: 0.5%] [added: 4.2%] from [removed: 2021,] [added: 2022,] which included [removed: 3.6%] operational growth [added: of 4.8%] and a negative currency impact of [removed: 4.1%.][added: 0.6%.]

U.S. [removed: Consumer Health segment] sales were [removed: $6.6] [added: $31.2] billion, an increase of [removed: 1.3%.][added: 9.0%.]

International sales were [removed: $8.4] [added: $23.6] billion, a decrease of [removed: 1.9%,] [added: 1.5%,] which included [removed: 5.3%] [added: an] operational [removed: growth] [added: decline of 0.2%] and a negative currency impact of [removed: 7.2%.][added: 1.3%.]

In [removed: 2022,] [added: 2023,] acquisitions and divestitures had a net negative impact of [removed: 0.3%] [added: 0.1%] on the operational sales growth of the worldwide [removed: Consumer Health] [added: Innovative Medicine] segment.

Major [removed: Consumer Health Franchise Sales*:][added: MedTech franchise sales:]

| (Dollars in Millions) | | | [added: 2023] | | | 2022 | | | | | | [removed: 2021 | | | | | | Change] [added: 2023] | | | [added: 2022] | | | [removed: Change] | | | [added: 2023] | | | [removed: Change] [added: 2022] | | |

[removed: Pharmaceutical] [added: The MedTech] segment sales in [removed: 2022] [added: 2023] were [removed: $52.6] [added: $30.4] billion, an increase of [removed: 1.7%] [added: 10.8%] from [removed: 2021,] [added: 2022,] which included operational growth of [removed: 6.7%] [added: 12.4%] and a negative currency impact of [removed: 5.0%.][added: 1.6%.]

International sales were [removed: $24.0] [added: $15.1] billion, an increase of [removed: 1.0%,] [added: 7.7% as compared to the prior year,] which included [removed: 11.9%] operational growth [added: of 10.6%] and a negative currency impact of [removed: 10.9%.][added: 2.9%.]

Major [removed: Pharmaceutical Therapeutic Area Sales*:][added: Innovative Medicine therapeutic area sales:]

| (Dollars in Millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: Change] [added: Total Change] | | | | | | [removed: Change] [added: Operations Change] | | | | | | [removed: Change] [added: Currency Change] | | | | | | | | |

| Other Immunology | | | | | | [removed: 17] [added: 11] | | | | | | [removed: 24] [added: 17] | | | | | | | | | | | | [removed: (28.2)] [added: (33.8)] | | | | | | [removed: (28.2)] [added: (33.8)] | | | | | | [removed: 0.0] [added: —] | | | | | | | | |

| INVEGA [removed: SUSTENNA/XEPLION/ INVEGA] [added: SUSTENNA/XEPLION/INVEGA] TRINZA/TREVICTA | | | | | | [removed: 4,140] [added: 4,115] | | | | | | [removed: 4,022] [added: 4,140] | | | | | | | | | | | | [removed: 3.0] [added: (0.6)] | | | | | | [removed: 6.9] [added: 0.0] | | | | | | [removed: (3.9)] [added: (0.6)] | | | | | | | | |

| Total Cardiovascular / Metabolism / Other | | | | | | [removed: 3,887] [added: 3,671] | | | | | | [removed: 4,119] [added: 3,887] | | | | | | | | | | | | [removed: (5.6)] [added: (5.5)] | | | | | | [removed: (4.0)] [added: (5.5)] | | | | | | [removed: (1.6)] [added: 0.0] | | | | | | | | |

[removed: (1) Inclusive] [added: (3)Inclusive] of [removed: PROCRIT / EPREX] [added: INVOKANA] which was previously disclosed separately

Immunology products achieved sales of [removed: $16.9] [added: $18.1] billion in [removed: 2022,] [added: 2023,] representing an increase of [removed: 1.1%] [added: 6.6%] as compared to the prior year.

[removed: This] [added: Additionally, SIMPONI/SIMPONI ARIA growth] was [removed: partially offset] [added: driven] by [removed: lower] [added: growth outside the U.S. Lower] sales of REMICADE (infliximab) [added: were] due to biosimilar competition.

[removed: Infectious disease] [added: Neuroscience] products sales were [removed: $5.4] [added: $7.1] billion in [removed: 2022,] [added: 2023,] representing [removed: a decline] [added: an increase] of [removed: 6.5%] [added: 3.6%] as compared to the prior year.

The Company, believes health is everything.

The Company's strength in healthcare innovation empowers us to build a world where complex diseases are prevented, treated, and cured, where treatments are smarter and less invasive, and solutions are personal.

Through the Company's expertise in Innovative Medicine and MedTech, the Company is uniquely positioned to innovate across the full spectrum of healthcare solutions today to deliver the breakthroughs of tomorrow, and profoundly impact health for humanity.

| 22 | | |  | | |

Research &

development

(net of cash acquired)

*Includes acquisitions of in process research and development assets that were not accounted for as a business combination

Dividends paid

per share

Prior periods disclosed herein were recast to reflect the continuing operations of the Company.

In 2023, worldwide sales increased 6.5% to $85.2 billion as compared to an increase of 1.6% in 2022.

| Volume | | | | | | 6.8 | | % | | | | 8.3 | | % | | | | | | |

| Price | | | | | | 0.6 | | | | | | (1.8) | | | | | | | | |

| Currency | | | | | | (0.9) | | | | | | (4.9) | | | | | | | | |

| Total | | | | | | 6.5 | | % | | | | 1.6 | | % | | | | | | |

This represents increases of 10.6% in 2023 and 3.3% in 2022.

This represents an increase of 1.9% in 2023 and a decrease of 0.2% in 2022.

In fiscal 2023, the net impact of the Covid-19 Vaccine and the loss of exclusivity of Zytiga on the European regions change in operational sales was a negative 9.8%.

| 2023 Annual Report | | | 23 | | |

2023 Sales by geographic region (in billions)


2023 Sales by segment (in billions)

Innovative Medicine segment(1)

| 24 | | |  | | |

| Total Immunology | | | | | | $18,052 | | | | | | $16,935 | | | | | | | | | | | | 6.6 | | % | | | | 7.1 | | % | | | | (0.5) | | % | | | | | | |

| REMICADE | | | | | | 1,839 | | | | | | 2,343 | | | | | | | | | | | | (21.5) | | | | | | (20.7) | | | | | | (0.8) | | | | | | | | |

| SIMPONI/SIMPONI ARIA | | | | | | 2,197 | | | | | | 2,184 | | | | | | | | | | | | 0.6 | | | | | | 2.4 | | | | | | (1.8) | | | | | | | | |

| STELARA | | | | | | 10,858 | | | | | | 9,723 | | | | | | | | | | | | 11.7 | | | | | | 11.9 | | | | | | (0.2) | | | | | | | | |

| TREMFYA | | | | | | 3,147 | | | | | | 2,668 | | | | | | | | | | | | 17.9 | | | | | | 18.3 | | | | | | (0.4) | | | | | | | | |

| Total Infectious Diseases | | | | | | 4,418 | | | | | | 5,449 | | | | | | | | | | | | (18.9) | | | | | | (19.8) | | | | | | 0.9 | | | | | | | | |

| COVID-19 VACCINE | | | | | | 1,117 | | | | | | 2,179 | | | | | | | | | | | | (48.8) | | | | | | (50.1) | | | | | | 1.3 | | | | | | | | |

| EDURANT/rilpivirine | | | | | | 1,150 | | | | | | 1,008 | | | | | | | | | | | | 14.1 | | | | | | 11.5 | | | | | | 2.6 | | | | | | | | |

| PREZISTA/ PREZCOBIX/REZOLSTA/SYMTUZA | | | | | | 1,854 | | | | | | 1,943 | | | | | | | | | | | | (4.6) | | | | | | (4.9) | | | | | | 0.3 | | | | | | | | |

| Other Infectious Diseases | | | | | | 297 | | | | | | 318 | | | | | | | | | | | | (6.7) | | | | | | (3.6) | | | | | | (3.1) | | | | | | | | |

| Total Neuroscience | | | | | | 7,140 | | | | | | 6,893 | | | | | | | | | | | | 3.6 | | | | | | 5.4 | | | | | | (1.8) | | | | | | | | |

| CONCERTA/methylphenidate | | | | | | 783 | | | | | | 644 | | | | | | | | | | | | 21.6 | | | | | | 24.9 | | | | | | (3.3) | | | | | | | | |

| SPRAVATO | | | | | | 689 | | | | | | 374 | | | | | | | | | | | | 84.1 | | | | | | 84.0 | | | | | | 0.1 | | | | | | | | |

| Other Neuroscience(2) | | | | | | 1,553 | | | | | | 1,734 | | | | | | | | | | | | (10.4) | | | | | | (5.9) | | | | | | (4.5) | | | | | | | | |

| Total Oncology | | | | | | 17,661 | | | | | | 15,983 | | | | | | | | | | | | 10.5 | | | | | | 11.2 | | | | | | (0.7) | | | | | | | | |

The Consumer Health segment includes a broad range of products used in the Baby Care, Oral Care, Skin Health/Beauty, Over-the-Counter pharmaceutical, Women’s Health and Wound Care markets.

These products are marketed to the general public and sold online (eCommerce) and to retail outlets and distributors throughout the world.

In addition, the development and maintenance of customer demand for the Company’s consumer products involves significant expenditures for advertising and promotion.

The Company is committed to bringing its full breadth and depth to ensure health for people today and for future generations.

United around this common ambition, the Company is poised to fulfill its purpose and successfully meet the demands of the rapidly evolving markets in which it competes.

The Company is broadly based in human healthcare, and is committed to creating value by developing accessible, high quality, innovative products and services.

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| | | | | | | 21 | | |

In 2022, worldwide sales increased 1.3% to $94.9 billion as compared to an increase of 13.6% in 2021.

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

| Volume | | | | | | 6.9 | | % | | | | 12.9 | | % | | | | | | |

| Price | | | | | | (0.8) | | | | | | (0.7) | | | | | | | | |

| Currency | | | | | | (4.8) | | | | | | 1.4 | | | | | | | | |

| Total | | | | | | 1.3 | | % | | | | 13.6 | | % | | | | | | |

This represents increases of 3.0% in 2022 and 9.3% in 2021.

This represents a decrease of 0.6% in 2022 and an increase of 18.2% in 2021.

| | | | | | | 22 | | |

Consumer Health Segment

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

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

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

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

| Skin Health/Beauty | | | | | | 4,352 | | | | | | 4,541 | | | | | | (4.2) | | | | | | (0.4) | | | | | | (3.8) | | |

| 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) | | |

| Wound Care/Other | | | | | | 700 | | | | | | 739 | | | | | | (5.3) | | | | | | (3.8) | | | | | | (1.5) | | |

| Total Consumer Health Sales | | | | | | $ | 14,953 | | | | | 15,035 | | | | | | (0.5) | | % | | | | 3.6 | | % | | | | (4.1) | | % |

*Certain prior year amounts have been reclassified to conform to current year presentation

(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

The OTC franchise sales of $6.0 billion increased 7.2% as compared to the prior year.

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 Skin Health/Beauty franchise sales of $4.4 billion declined 4.2% as compared to the prior year.

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 Oral Care franchise sales of $1.5 billion declined 8.5% as compared to the prior year.

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 Baby Care franchise sales of $1.5 billion declined 6.7% as compared to the prior year.

The information called for by this item is incorporated herein by reference to [removed: “Item] [added: Item] 7.

Management’s [removed: Discussion] [added: discussion] and [removed: Analysis] [added: analysis] of [removed: Results] [added: results] of [removed: Operations] [added: operations] and [removed: Financial Condition] [added: financial condition] - Liquidity and [removed: Capital Resources] [added: capital resources] - Financing and [removed: Market Risk”] [added: market risk] of this Report; and Note 1 [removed: “Summary] [added: Summary] of [removed: Significant Accounting Policies] [added: significant accounting policies] - Financial [removed: Instruments”] [added: instruments] of the Notes to Consolidated Financial Statements included in Item 8 of this Report.

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| 42 | | |  | | |

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 152,700] [added: 131,900] 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 [removed: three] [added: two] business segments: [removed: Consumer Health, Pharmaceutical and MedTech] [added: Innovative Medicine] (previously referred to as [removed: Medical Devices).][added: Pharmaceutical) and MedTech.]

[removed: The] [added: Following the completion of the separation of the Consumer Health business (Kenvue) in August 2023, the] Company is [added: now] organized into [removed: three] [added: two] business segments: [removed: Consumer Health, Pharmaceutical] [added: Innovative Medicine] and MedTech.

Additional information required by this item is incorporated herein by reference to the narrative and tabular descriptions of segments and operating results under: [removed: “Item] [added: Item] 7.

Management’s [removed: Discussion] [added: discussion] and [removed: Analysis] [added: analysis] of [removed: Results] [added: results] of [removed: Operations] [added: operations] and [removed: Financial Condition”] [added: financial condition] of this Report; and Note 17 [removed: “Segments] [added: Segments] of [removed: Business] [added: business] and [removed: Geographic Areas”] [added: geographic areas] of the [removed: Notes] [added: notes] to [removed: Consolidated Financial Statements] [added: consolidated financial statements] included in Item 8 of this Report.

The [removed: Pharmaceutical] [added: Innovative Medicine] segment is focused on the following therapeutic areas: Immunology (e.g., rheumatoid arthritis, psoriatic arthritis, inflammatory bowel disease and psoriasis), Infectious Diseases (e.g., 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 [removed: Pharmaceutical] [added: Innovative Medicine] segment include: REMICADE (infliximab), a treatment for a number of immune-mediated inflammatory diseases; SIMPONI (golimumab), a subcutaneous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis, active ankylosing spondylitis and moderately active to severely active ulcerative colitis; SIMPONI ARIA (golimumab), an intravenous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis and active ankylosing spondylitis and active polyarticular juvenile idiopathic arthritis (pJIA) in people 2 years of age and older; 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; TREMFYA (guselkumab), a treatment for adults with moderate to severe plaque psoriasis and active psoriatic arthritis; EDURANT (rilpivirine), PREZISTA (darunavir) and PREZCOBIX/REZOLSTA (darunavir/cobicistat), antiretroviral medicines for the treatment of human immunodeficiency virus [removed: (HIV-1)] [added: (HIV)] in combination with other antiretroviral products and SYMTUZA (darunavir/cobicistat/emtricitabine/tenofovir alafenamide), a once-daily single tablet regimen for the treatment of HIV; CONCERTA (methylphenidate HCl) extended-release tablets CII, a treatment for attention deficit hyperactivity disorder; INVEGA SUSTENNA/XEPLION (paliperidone palmitate), for the treatment of schizophrenia and schizoaffective disorder in adults; INVEGA TRINZA/TREVICTA (paliperidone palmitate), for the treatment of schizophrenia in patients after they have been adequately treated with INVEGA SUSTENNA for at least four months; [removed: RISPERDAL CONSTA (risperidone long-acting injection), for the treatment of schizophrenia] [added: SPRAVATO (Esketamine), a nasal spray, used along with an oral antidepressant, to treat adults with treatment-resistant depression (TRD)] and [added: depressive symptoms in adults with major depressive disorder (MDD) with suicidal thoughts or actions; CARVYKTI (ciltacabtagene autoleucel), a chimeric antigen receptor (CAR)-T-cell therapy for] the [removed: maintenance] treatment of [removed: Bipolar 1 Disorder in adults;] [added: patients with relapsed/refractory multiple myeloma;] ZYTIGA [added: (abiraterone]

[removed: (abiraterone] acetate), a treatment for patients with prostate cancer; ERLEADA (apalutamide), a next-generation androgen receptor inhibitor for the treatment of patients with prostate cancer; IMBRUVICA (ibrutinib), a treatment for certain B-cell malignancies, or blood cancers and chronic graft versus host disease; DARZALEX (daratumumab), a treatment for multiple myeloma; DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), a treatment for multiple myeloma and light chain (AL) Amyloidosis; 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 (canagliflozin), for the treatment of adults with type 2 diabetes; INVOKAMET/VOKANAMET (canagliflozin/metformin HCl), a combination therapy of fixed doses of canagliflozin and metformin hydrochloride for the treatment of adults with type 2 diabetes; and INVOKAMET XR (canagliflozin/metformin hydrochloride extended-release), a once-daily, fixed-dose combination therapy of canagliflozin and metformin hydrochloride extended-release, for the treatment of adults with type 2 diabetes;] OPSUMIT (macitentan) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH); UPTRAVI (selexipag), the only approved oral and intravenous, selective IP receptor agonist targeting a prostacyclin pathway in PAH.

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

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

The Orthopaedics portfolio (DePuy Synthes) [removed: comprises] [added: includes] products [removed: in] [added: and enabling technologies that] support [removed: of] Hips, Knees, Trauma, and Spine, Sports & Other.

The Surgery portfolios include advanced and general surgery [removed: offerings] [added: technologies] (Ethicon), [added: as well as] solutions that focus on [removed: Breast Aesthetics] [added: breast aesthetics] (Mentor), and Ear, Nose and Throat (Acclarent) procedures.

Johnson & Johnson Vision products include ACUVUE Brand contact lenses and [removed: ophthalmic technologies related to] [added: TECNIS intraocular lenses for] cataract [removed: and laser refractive] surgery.

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

The Company’s subsidiaries face patent challenges from third parties, including challenges seeking to manufacture and market generic and biosimilar versions of the Company's key [removed: pharmaceutical products prior to expiration of the applicable patents covering those products.]

Significant legal proceedings and claims involving the Company's patent and other intellectual property are described in Note [removed: 19, “Legal Proceedings—Intellectual Property”] [added: 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, STELARA [removed: (ustekinumab),] [added: (ustekinumab)] accounted for approximately [removed: 10.2%] [added: 12.8%] of the Company's total revenues for fiscal [removed: 2022.][added: 2023.]

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

The latest expiring United States composition of matter patent [removed: expires] [added: expired] in 2023.

The latest expiring European composition of matter patent [added: (Supplementary Protection Certificate)] expires in 2024.

Sales of the Company’s second largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately [removed: 8.4%] [added: 11.4%] of the Company's total revenues for fiscal [removed: 2022.][added: 2023.]

The two patent families both expire in the United States in [removed: 2029.][added: 2029, and in Europe, compound patent protection in select countries extends to 2031/2032.]

This reflects increased spending decisions, principally for [removed: advertising and] research and development activity.

In the U.S., the [removed: drug, device] [added: pharmaceutical product] and [removed: cosmetic] [added: medical technology] industries have long been subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing, advertising, labeling and safety reporting.

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

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

Various [added: state and federal] transparency laws and regulations require disclosures of payments and other transfers of value made to [removed: physicians and] [added: certain healthcare practitioners, including physicians,] teaching [removed: hospitals and, beginning with disclosures in 2022, to] [added: hospitals, and] certain non-physician practitioners.

[removed: 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.

[removed: It is not yet certain which products the federal government will select and subject to government-established prices, or] [added: There remains uncertainty, however, regarding] how the federal government will establish prices for [added: the] selected products, as the IRA specifies a ceiling price but not a minimum price.

Additionally, we expect continued scrutiny on drug pricing and government price reporting from Congress, agencies, and other bodies at the federal and state [removed: levels.][added: levels, which may result in additional regulations or other mechanisms to increase pricing transparency and controls.]

In the U.S., the Federal Trade Commission has stepped up enforcement of data privacy with several significant settlements [added: (including settlements concerning the downstream sharing of personal information] and [added: use and disclosure of personal health data) and] there have been a material increase in class-action lawsuits linked to the collection and use of biometric [removed: data.][added: data and use of tracking technologies.]

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

As of [removed: January 1,] [added: December 31,] 2023, [removed: and January 2, 2022,] the number of employees [removed: were] [added: was] approximately:

| Full-time equivalent (FTE) positions2 | | | [removed: 152,700 | | | 141,700] [added: 131,900] | | |

[removed: 2 FTE] [added: 2FTE] represents the total number of full-time equivalent positions and does not reflect the total number of individual employees as some work part-time.

[removed: ][added: | 2 | | |  | | |]

In [removed: 2022, 92%] [added: 2023, 94%] of global employees across [removed: 77] [added: 76] countries participated in Our Credo Survey which was offered in 36 languages.

To [removed: continue to] lead in the changing healthcare landscape, it is crucial that the Company continue to attract and retain top talent.

Accordingly, professional development programs and educational resources [added: are available to all employees.]

[removed: The] [added: In 2023, the] Company's voluntary turnover rate was [removed: 9%.][added: 7%.]

Innovative Medicine

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| 2023 Annual Report | | | 1 | | |

Johnson & Johnson and its subsidiaries (the Company) have approximately 131,900 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

The products made and sold in the international business include many of those described above under Segments of Business – Innovative Medicine and MedTech.

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pharmaceutical products prior to expiration of the applicable patents covering those products.

As a result of settlements and other agreements with third parties, the Company does not anticipate the launch of a biosimilar version of STELARA before January 1, 2025 in the United States.

The Company is subject to a variety of environmental laws and regulations in the United States and other jurisdictions.

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| 2023 Annual Report | | | 3 | | |

Similar trends are also evident in major markets outside of the U.S.

Within the U.S., an increasing number of U.S. States have enacted comprehensive privacy laws and federal regulators (e.g., the U.S. FDA, FTC and HHS) continue to stress the intersection of health and privacy as a compliance and enforcement priority.

In the EU, multiple directives and laws (including NIS2, EHDS, the Data Act, the Cyber Resilience Act, and the AI Act) are rapidly changing privacy and cybersecurity compliance requirements while introducing new enforcement risks.

In addition, China has introduced broad personal information protection and data security regulations, with more anticipated, thereby increasing China’s scrutiny of company compliance and data transfer practices.

These laws can also restrict transfers of data across borders, potentially impacting how data-driven health care solutions are developed and deployed globally in a compliant manner.

Moreover, as a result of the broad scale release and availability of Artificial Intelligence (AI) technologies such as generative AI, a global trend towards more comprehensive and nuanced regulation (e.g., White House’s Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence; the EU AI Act) to ensure the ethical use, privacy, and security of AI is underway that includes standards for transparency, accountability, and fairness, which will require compliance developments or enhancements.

Payors and Pharmacy Benefit Managers (PBMs) are a potent force in the marketplace, and increased attention is being paid to the impact of PBM practices on healthcare cost and access in the U.S.

At the federal level, in August 2022, President Biden signed into law the Inflation Reduction Act

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| 4 | | |  | | |

On August 29, 2023, the Centers for Medicare & Medicaid Services (“CMS”) published the first “Selected Drug” list, which includes XARELTO and STELARA as well as IMBRUVICA, which is developed in collaboration and co-commercialized in the U.S. with Pharmacyclics LLC, an AbbVie company.

The Selected Drug list also included other medicines targeting disease states that are prevalent in the Medicare population.

In any event, we anticipate that the selected products will be subjected to a government-established price for the Medicare population.

In July 2023, Janssen Pharmaceuticals, Inc. (Janssen) filed litigation against the U.S. Department of Health and Human Services as well as the Centers for Medicare and Medicaid Services challenging the constitutionality of the Inflation Reduction Act’s (IRA) Medicare Drug Price Negotiation Program.

The litigation requests a declaration that the IRA violates Janssen’s rights under the First Amendment and the Fifth Amendment to the Constitution and therefore that Janssen is not subject to the IRA’s mandatory pricing scheme.

The impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as litigation filed by Janssen and other pharmaceutical companies remains ongoing and CMS has yet to publicly announce the maximum fair price for each of the selected drugs.

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| 2023 Annual Report | | | 5 | | |

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| | | | 2023 | | |

| Employees1 | | | 134,400 | | |

Employees by region (in percentages)


Consumer Health

The Consumer Health segment includes a broad range of products focused on personal healthcare used in the Skin Health/Beauty, Over-the-Counter medicines, Baby Care, Oral Care, Women’s Health and Wound Care markets.

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

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

Baby Care includes the JOHNSON’S and AVEENO Baby line of products.

Oral Care includes the LISTERINE product line.

Major brands in Women’s Health outside of North America are STAYFREE and CAREFREE sanitary pads and o.b.

tampon brands.

Wound Care brands include the BAND-AID Brand Adhesive Bandages and NEOSPORIN First Aid product lines.

These products are marketed to the general public and sold online (eCommerce) and to retail outlets and distributors throughout the world.

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

Pharmaceutical

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| | | | | | | 1 | | |

| | | | | | | 2 | | |

Company.

The latest expiring licensed European patent expires in 2032.

In addition, the development and maintenance of customer demand for the Company’s consumer products involve significant expenditures for advertising and promotion.

The Company is subject to a variety of U.S. and international environmental protection measures.

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.

If the U.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our drugs or medical

| | | | | | | 3 | | |

Payers and Pharmacy Benefit Managers (PBMs) have become a more potent force in the market place and increased attention is being paid to drug pricing and appropriate drug and medical device utilization.

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

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.

| | | | | | | 4 | | |

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

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

| Employees1 | | | 155,800 | | | 144,300 | | |

Abiomed headcount has been included in the above table.

| | | | | | | 5 | | |

are available to all employees.

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

- Build a workforce that reflects the diversity of our communities

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

Protecting and supporting our employees as the COVID-19 pandemic has evolved continues to be a top priority and the Company’s approach includes: ensuring the health and safety of our employees in the workplace through robust layers of protection; enhanced cleaning and access to cleaning supplies and personal protective equipment; supporting employees with benefits and well-being tools.

| | | | | | | 6 | | |

| | | | | | | 7 | | |

The information called for by this item is incorporated herein by reference to the information set forth in Note 19 [removed: “Legal Proceedings”] [added: Legal proceedings] of the Notes to Consolidated Financial Statements included in Item 8 of this Report.

For the fiscal year ended [removed: January 1,] [added: December 31,] 2023

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

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: (State] [added: (State] of [removed: incorporation)] [added: incorporation)] | | | | | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | | |

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

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | | | | | [removed: (Zip Code)] [added: (Zip Code)] | | |

[removed: One] [added: One] Johnson & Johnson [removed: Plaza][added: Plaza]

[removed: New] [added: New] Brunswick, New Jersey [removed: 08933][added: 08933]

[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices)]

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

| [removed: | | |] Large accelerated filer | | | ☑ | | | Accelerated filer | | | ☐ | | |

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

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

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: $472] [added: $430] billion.

On February [removed: 10, 2023,] [added: 9, 2024,] there were [removed: 2,604,286,303] [added: 2,408,767,228] shares of Common Stock outstanding.

| [removed: Parts I and] [added: Part] III: | | | Portions of [added: the] registrant’s proxy statement for its [removed: 2023] [added: 2024] 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”). | | |

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

[removed: | [PART I](#i51a46167ef364951bf70ae9d6493776c_13) | | | | | | | | |][added: Part I]

| [removed: 9A.] [added: 9A.] | | | [removed: [Controls and Procedures](#i51a46167ef364951bf70ae9d6493776c_247)] | | | [removed: [108](#i51a46167ef364951bf70ae9d6493776c_247)] [added: [Controls and](#i2cebb53a37dd4169a34d8ba1e8fcba84_247) [p](#i2cebb53a37dd4169a34d8ba1e8fcba84_247)[rocedures](#i2cebb53a37dd4169a34d8ba1e8fcba84_247)] | | | [added: [112](#i2cebb53a37dd4169a34d8ba1e8fcba84_247) | | |]

Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected operating results and financial performance; impact of planned acquisitions and dispositions; impact and timing of restructuring initiatives, including associated cost savings and other benefits; the [removed: planned separation of the] Company’s [removed: Consumer Health business; the Company’s] strategy for growth; product development activities; regulatory approvals; market position and expenditures.

- Product efficacy or safety concerns, whether or not based on scientific evidence, potentially resulting in product withdrawals, recalls, regulatory action on the part of the United States Food and Drug Administration [added: (U.S. FDA)] (or international counterparts), declining sales, reputational damage, increased litigation expense and share price impact;

Risks [removed: Related] [added: related] to the Company’s [removed: Strategic Initiatives, Healthcare Market Trends] [added: strategic initiatives, healthcare market trends] and the [removed: Planned Separation] [added: realization] of [added: benefits from] the [added: separation of the] Company’s Consumer Health Business

- Pricing pressures resulting from trends toward healthcare cost containment, including the continued consolidation among healthcare providers and other market participants, trends toward managed care, the shift toward governments increasingly becoming the primary [removed: payers] [added: payors] of healthcare expenses, significant new entrants to the healthcare markets seeking to reduce costs and government pressure on companies to voluntarily reduce costs and price increases;

- The Company’s ability to [removed: successfully separate] [added: divest] the Company’s [removed: Consumer Health business] [added: remaining ownership interest in Kenvue Inc. (Kenvue)] and realize the anticipated benefits from the [removed: planned] separation; and

- [removed: The New Consumer Health Company’s] [added: Kenvue's] ability to succeed as a standalone publicly traded company.

- The impact of global public health crises and [removed: pandemics, including the novel coronavirus (COVID-19) pandemic;][added: pandemics;]

- Changes to global climate, extreme weather and natural disasters that could affect demand for the Company’s products and services, cause disruptions in manufacturing and distribution networks, alter the availability of goods and services within the supply chain, and affect the overall design and integrity of the Company’s products and operations; [removed: and]

- The potential that the expected benefits and opportunities related to restructuring actions [removed: contemplated for the global supply chain] may not be realized or may take longer to realize than expected, including due to any required approvals from applicable regulatory authorities.

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

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

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

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

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

| [P](#i2cebb53a37dd4169a34d8ba1e8fcba84_13)[art](#i2cebb53a37dd4169a34d8ba1e8fcba84_13) [I](#i2cebb53a37dd4169a34d8ba1e8fcba84_13) | | | | | | | | | | | |

| 1 | | | | | | [Business](#i2cebb53a37dd4169a34d8ba1e8fcba84_16) | | | [1](#i2cebb53a37dd4169a34d8ba1e8fcba84_16) | | |

| | | | | | | [General](#i2cebb53a37dd4169a34d8ba1e8fcba84_19) | | | [1](#i2cebb53a37dd4169a34d8ba1e8fcba84_19) | | |

| | | | | | | [Segments of](#i2cebb53a37dd4169a34d8ba1e8fcba84_22) [b](#i2cebb53a37dd4169a34d8ba1e8fcba84_22)[usiness](#i2cebb53a37dd4169a34d8ba1e8fcba84_22) | | | [1](#i2cebb53a37dd4169a34d8ba1e8fcba84_22) | | |

| | | | | | | [Geographic](#i2cebb53a37dd4169a34d8ba1e8fcba84_25) [a](#i2cebb53a37dd4169a34d8ba1e8fcba84_25)[reas](#i2cebb53a37dd4169a34d8ba1e8fcba84_25) | | | [2](#i2cebb53a37dd4169a34d8ba1e8fcba84_25) | | |

| | | | | | | [Raw](#i2cebb53a37dd4169a34d8ba1e8fcba84_28) [m](#i2cebb53a37dd4169a34d8ba1e8fcba84_28)[aterials](#i2cebb53a37dd4169a34d8ba1e8fcba84_28) | | | [2](#i2cebb53a37dd4169a34d8ba1e8fcba84_28) | | |

| | | | | | | [Patents](#i2cebb53a37dd4169a34d8ba1e8fcba84_31) | | | [2](#i2cebb53a37dd4169a34d8ba1e8fcba84_31) | | |

| | | | | | | [Trademarks](#i2cebb53a37dd4169a34d8ba1e8fcba84_34) | | | [3](#i2cebb53a37dd4169a34d8ba1e8fcba84_37) | | |

| | | | | | | [Seasonality](#i2cebb53a37dd4169a34d8ba1e8fcba84_37) | | | [3](#i2cebb53a37dd4169a34d8ba1e8fcba84_37) | | |

| | | | | | | [Competition](#i2cebb53a37dd4169a34d8ba1e8fcba84_40) | | | [3](#i2cebb53a37dd4169a34d8ba1e8fcba84_40) | | |

| | | | | | | [Environment](#i2cebb53a37dd4169a34d8ba1e8fcba84_43) | | | [3](#i2cebb53a37dd4169a34d8ba1e8fcba84_43) | | |

| | | | | | | [Regulation](#i2cebb53a37dd4169a34d8ba1e8fcba84_46) | | | [4](#i2cebb53a37dd4169a34d8ba1e8fcba84_46) | | |

| | | | | | | [Employees and](#i2cebb53a37dd4169a34d8ba1e8fcba84_49) [h](#i2cebb53a37dd4169a34d8ba1e8fcba84_49)[uman](#i2cebb53a37dd4169a34d8ba1e8fcba84_49) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_49)[apital](#i2cebb53a37dd4169a34d8ba1e8fcba84_49) [m](#i2cebb53a37dd4169a34d8ba1e8fcba84_49)[anagement](#i2cebb53a37dd4169a34d8ba1e8fcba84_49) | | | [6](#i2cebb53a37dd4169a34d8ba1e8fcba84_49) | | |

| | | | | | | [Available](#i2cebb53a37dd4169a34d8ba1e8fcba84_52) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_52)[nformation](#i2cebb53a37dd4169a34d8ba1e8fcba84_52) | | | [8](#i2cebb53a37dd4169a34d8ba1e8fcba84_52) | | |

| 1A. | | | | | | [Risk](#i2cebb53a37dd4169a34d8ba1e8fcba84_55) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_55)[actors](#i2cebb53a37dd4169a34d8ba1e8fcba84_55) | | | [9](#i2cebb53a37dd4169a34d8ba1e8fcba84_55) | | |

| 1B. | | | | | | [Unresolved](#i2cebb53a37dd4169a34d8ba1e8fcba84_58) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_58)[taff](#i2cebb53a37dd4169a34d8ba1e8fcba84_58) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_58)[omments](#i2cebb53a37dd4169a34d8ba1e8fcba84_58) | | | [17](#i2cebb53a37dd4169a34d8ba1e8fcba84_58) | | |

| 1C. | | | | | | [Cybersecurity](#i2cebb53a37dd4169a34d8ba1e8fcba84_1649267444551) | | | [17](#i2cebb53a37dd4169a34d8ba1e8fcba84_1649267444551) | | |

| 2 | | | | | | [Properties](#i2cebb53a37dd4169a34d8ba1e8fcba84_61) | | | [18](#i2cebb53a37dd4169a34d8ba1e8fcba84_61) | | |

| 3 | | | | | | [Legal](#i2cebb53a37dd4169a34d8ba1e8fcba84_64) [p](#i2cebb53a37dd4169a34d8ba1e8fcba84_64)[roceedings](#i2cebb53a37dd4169a34d8ba1e8fcba84_64) | | | [18](#i2cebb53a37dd4169a34d8ba1e8fcba84_64) | | |

| 4 | | | | | | [Mine](#i2cebb53a37dd4169a34d8ba1e8fcba84_67) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_67)[afety](#i2cebb53a37dd4169a34d8ba1e8fcba84_67) [d](#i2cebb53a37dd4169a34d8ba1e8fcba84_67)[isclosures](#i2cebb53a37dd4169a34d8ba1e8fcba84_67) | | | [18](#i2cebb53a37dd4169a34d8ba1e8fcba84_67) | | |

| | | | | | | [Executive](#i2cebb53a37dd4169a34d8ba1e8fcba84_70) [o](#i2cebb53a37dd4169a34d8ba1e8fcba84_70)[fficers of the](#i2cebb53a37dd4169a34d8ba1e8fcba84_70) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_70)[egistrant](#i2cebb53a37dd4169a34d8ba1e8fcba84_70) | | | [19](#i2cebb53a37dd4169a34d8ba1e8fcba84_70) | | |

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

| [P](#i2cebb53a37dd4169a34d8ba1e8fcba84_73)[art](#i2cebb53a37dd4169a34d8ba1e8fcba84_73) [II](#i2cebb53a37dd4169a34d8ba1e8fcba84_73) | | | | | | | | | | | |

| 5 | | | | | | [Market for](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[egistrant’s](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[ommon](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [e](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[quity,](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[elated](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[tockholder](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [m](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[atters and](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[ssuer](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [p](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[urchases of](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [e](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[quity](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) [](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[s](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)[ecurities](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) | | | [21](#i2cebb53a37dd4169a34d8ba1e8fcba84_76) | | |

| 6 | | | | | | [(Reserved)](#i2cebb53a37dd4169a34d8ba1e8fcba84_79) | | | [21](#i2cebb53a37dd4169a34d8ba1e8fcba84_79) | | |

| 7 | | | | | | [Management’s](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) [d](#i2cebb53a37dd4169a34d8ba1e8fcba84_85)[iscussion and](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) [a](#i2cebb53a37dd4169a34d8ba1e8fcba84_85)[nalysis of](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_85)[esults of](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) [o](#i2cebb53a37dd4169a34d8ba1e8fcba84_85)[perations and](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_85)[inancial](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_85)[ondition](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) | | | [22](#i2cebb53a37dd4169a34d8ba1e8fcba84_85) | | |

| 7A. | | | | | | [Quantitative and](#i2cebb53a37dd4169a34d8ba1e8fcba84_106) [q](#i2cebb53a37dd4169a34d8ba1e8fcba84_106)[ualitative](#i2cebb53a37dd4169a34d8ba1e8fcba84_106) [d](#i2cebb53a37dd4169a34d8ba1e8fcba84_106)[isclosures](#i2cebb53a37dd4169a34d8ba1e8fcba84_106) [a](#i2cebb53a37dd4169a34d8ba1e8fcba84_106)[bout](#i2cebb53a37dd4169a34d8ba1e8fcba84_106) [m](#i2cebb53a37dd4169a34d8ba1e8fcba84_106)[arket](#i2cebb53a37dd4169a34d8ba1e8fcba84_106) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_106)[i](#i2cebb53a37dd4169a34d8ba1e8fcba84_106)[sk](#i2cebb53a37dd4169a34d8ba1e8fcba84_106) | | | [42](#i2cebb53a37dd4169a34d8ba1e8fcba84_106) | | |

| 8 | | | | | | [Financial](#i2cebb53a37dd4169a34d8ba1e8fcba84_109) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_109)[tatements and](#i2cebb53a37dd4169a34d8ba1e8fcba84_109) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_109)[upplementary](#i2cebb53a37dd4169a34d8ba1e8fcba84_109) [d](#i2cebb53a37dd4169a34d8ba1e8fcba84_109)[ata](#i2cebb53a37dd4169a34d8ba1e8fcba84_109) | | | [43](#i2cebb53a37dd4169a34d8ba1e8fcba84_109) | | |

| 9 | | | | | | [Changes in and](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) [d](#i2cebb53a37dd4169a34d8ba1e8fcba84_244)[isagreements](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) [w](#i2cebb53a37dd4169a34d8ba1e8fcba84_244)[ith](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) [a](#i2cebb53a37dd4169a34d8ba1e8fcba84_244)[ccountants on](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) [a](#i2cebb53a37dd4169a34d8ba1e8fcba84_244)[ccounting and](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_244)[inancial](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) [d](#i2cebb53a37dd4169a34d8ba1e8fcba84_244)[isclosure](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) | | | [112](#i2cebb53a37dd4169a34d8ba1e8fcba84_244) | | |

| 9B. | | | | | | [Other](#i2cebb53a37dd4169a34d8ba1e8fcba84_250) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_250)[nformation](#i2cebb53a37dd4169a34d8ba1e8fcba84_250) | | | [112](#i2cebb53a37dd4169a34d8ba1e8fcba84_250) | | |

| 9C. | | | | | | [Disclosures](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_253)[egarding](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_253)[oreign](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) [j](#i2cebb53a37dd4169a34d8ba1e8fcba84_253)[urisdictions](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) [t](#i2cebb53a37dd4169a34d8ba1e8fcba84_253)[hat](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) [p](#i2cebb53a37dd4169a34d8ba1e8fcba84_253)[revent](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_253)[nspections](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) | | | [112](#i2cebb53a37dd4169a34d8ba1e8fcba84_253) | | |

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

| [P](#i2cebb53a37dd4169a34d8ba1e8fcba84_256)[art](#i2cebb53a37dd4169a34d8ba1e8fcba84_256) [III](#i2cebb53a37dd4169a34d8ba1e8fcba84_256) | | | | | | | | | | | |

| 10 | | | | | | [Directors,](#i2cebb53a37dd4169a34d8ba1e8fcba84_259) [e](#i2cebb53a37dd4169a34d8ba1e8fcba84_259)[xecutive](#i2cebb53a37dd4169a34d8ba1e8fcba84_259) [o](#i2cebb53a37dd4169a34d8ba1e8fcba84_259)[fficers and](#i2cebb53a37dd4169a34d8ba1e8fcba84_259) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_259)[orporate](#i2cebb53a37dd4169a34d8ba1e8fcba84_259) [g](#i2cebb53a37dd4169a34d8ba1e8fcba84_259)[overnance](#i2cebb53a37dd4169a34d8ba1e8fcba84_259) | | | [113](#i2cebb53a37dd4169a34d8ba1e8fcba84_259) | | |

| 11 | | | | | | [Executive](#i2cebb53a37dd4169a34d8ba1e8fcba84_262) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_262)[ompensation](#i2cebb53a37dd4169a34d8ba1e8fcba84_262) | | | [113](#i2cebb53a37dd4169a34d8ba1e8fcba84_262) | | |

| | | | | | | | | |

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

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

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

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

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

| | | | [Segments of Business](#i51a46167ef364951bf70ae9d6493776c_22) | | | [1](#i51a46167ef364951bf70ae9d6493776c_22) | | |

| | | | [Geographic Areas](#i51a46167ef364951bf70ae9d6493776c_25) | | | [2](#i51a46167ef364951bf70ae9d6493776c_25) | | |

| | | | [Raw Materials](#i51a46167ef364951bf70ae9d6493776c_28) | | | [2](#i51a46167ef364951bf70ae9d6493776c_28) | | |

| | | | [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) | | |

| | | | [Employees and Human Capital Management](#i51a46167ef364951bf70ae9d6493776c_49) | | | [5](#i51a46167ef364951bf70ae9d6493776c_49) | | |

| | | | [Available Information](#i51a46167ef364951bf70ae9d6493776c_52) | | | [7](#i51a46167ef364951bf70ae9d6493776c_52) | | |

| 1A. | | | [Risk Factors](#i51a46167ef364951bf70ae9d6493776c_55) | | | [8](#i51a46167ef364951bf70ae9d6493776c_55) | | |

| 1B. | | | [Unresolved Staff Comments](#i51a46167ef364951bf70ae9d6493776c_58) | | | [16](#i51a46167ef364951bf70ae9d6493776c_58) | | |

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

| 3 | | | [Legal Proceedings](#i51a46167ef364951bf70ae9d6493776c_64) | | | [16](#i51a46167ef364951bf70ae9d6493776c_64) | | |

| 4 | | | [Mine Safety Disclosures](#i51a46167ef364951bf70ae9d6493776c_67) | | | [16](#i51a46167ef364951bf70ae9d6493776c_67) | | |

| | | | [Executive Officers of the Registrant](#i51a46167ef364951bf70ae9d6493776c_70) | | | [17](#i51a46167ef364951bf70ae9d6493776c_70) | | |

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

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

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

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

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

| 8 | | | [Financial Statements and Supplementary Data](#i51a46167ef364951bf70ae9d6493776c_109) | | | [39](#i51a46167ef364951bf70ae9d6493776c_109) | | |

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

| 9B. | | | [Other Information](#i51a46167ef364951bf70ae9d6493776c_250) | | | [108](#i51a46167ef364951bf70ae9d6493776c_250) | | |

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

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

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

| 11 | | | [Executive Compensation](#i51a46167ef364951bf70ae9d6493776c_262) | | | [109](#i51a46167ef364951bf70ae9d6493776c_262) | | |

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

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

| 14 | | | [Principal Accountant Fees and Services](#i51a46167ef364951bf70ae9d6493776c_271) | | | [109](#i51a46167ef364951bf70ae9d6493776c_271) | | |

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

| 15 | | | [Exhibits and Financial Statement Schedules](#i51a46167ef364951bf70ae9d6493776c_277) | | | [110](#i51a46167ef364951bf70ae9d6493776c_277) | | |

Risk management and strategy

The Company has documented cybersecurity policies and standards, assesses risks from cybersecurity threats, and monitors information systems for potential cybersecurity issues.

To protect the Company’s information systems from cybersecurity threats, the Company uses various security tools supporting protection, detection, and response capabilities.

The Company maintains a cybersecurity incident response plan to help ensure a timely, consistent response to actual or attempted cybersecurity incidents impacting the Company.

The Company also identifies and assesses third-party risks within the enterprise, and through the Company's use of third-party service providers, across a range of areas including data security and supply chain through a structured third-party risk management program.

The Company maintains a formal information security training program for all employees that includes training on matters such as phishing and email security best practices.

Employees are also required to complete mandatory training on data privacy.

To evaluate and enhance its cybersecurity program, the Company periodically utilizes third-party experts to undertake maturity assessments of the Company’s information security program.

To date, the Company is not aware of any cybersecurity incident that has had or is reasonably likely to have a material impact on the Company’s business or operations; 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 impacted.

This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action.

Refer to the risk factor captioned An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation in Part I, Item 1A.

Risk factors for additional description of cybersecurity risks and potential related impacts on the Company.

Governance - management’s responsibility

The Company takes a risk-based approach to cybersecurity and has implemented cybersecurity controls designed to address cybersecurity threats and risks.

The Chief Information Officer (CIO), who is a member of the Company’s Executive Committee, and the Chief Information Security Officer (CISO) are responsible for assessing and managing cybersecurity risks, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.

The Company’s CISO, in coordination with the CIO, is responsible for leading the Company’s cybersecurity program and management of cybersecurity risk.

The current CISO has over twenty-five years of experience in information security, and his background includes technical experience, strategy and architecture focused roles, cyber and threat experience, and various leadership roles.

Governance - board oversight

The Company’s Board of Directors oversees the overall risk management process, including cybersecurity risks, directly and through its committees.

The Regulatory Compliance & Sustainability Committee (RCSC) of the board is primarily responsible for oversight of risk from cybersecurity threats and oversees compliance with applicable laws, regulations and Company policies related to, among others, privacy and cybersecurity.

RCSC meetings include discussions of specific risk areas throughout the year including, among others, those relating to cybersecurity.

The CISO provides at least two updates each year to RCSC on cybersecurity matters.

These reports include an overview of the cybersecurity threat landscape, key cybersecurity initiatives to improve the Company’s risk posture, changes in the legal and regulatory landscape relative to cybersecurity, and overviews of certain cybersecurity incidents that have occurred within the Company and within the industry.

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| 2023 Annual Report | | | 17 | | |

The Company's subsidiaries operate [removed: 89] [added: 61] manufacturing facilities occupying approximately [removed: 14.9] [added: 9.8] million square feet of floor space.

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

| Worldwide Total | | | [removed: | | | 14,948] [added: 9,808] | | |

Within the U.S., [removed: four] [added: five] facilities are used by the [removed: Consumer Health segment, five by the Pharmaceutical] [added: Innovative Medicine] segment and [removed: 19] [added: 18] by the MedTech segment.

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

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

| United States | | | [removed: | | | 28 | | |] [added: 23] | | | [removed: 4,169] [added: 2,973] | | |

| Western Hemisphere, excluding U.S. | | | [removed: | | | 9 | | |] [added: 5] | | | [removed: 1,733] [added: 692] | | |

| Africa, Asia and Pacific | | | [removed: | | | 25 | | |] [added: 13] | | | [removed: 3,030] [added: 1,243] | | |

| Worldwide Total | | | [removed: | | | 89 | | |] [added: 61] | | | [removed: 14,948] [added: 9,808] | | |

Segment information on additions to property, plant and equipment is contained in Note 17 [removed: “Segments] [added: Segments] of [removed: Business] [added: business] and [removed: Geographic Areas”] [added: geographic areas] of the Notes to Consolidated Financial Statements included in Item 8 of this Report.

| | | | | | |

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

| Innovative Medicine | | | 5,026 | | |

| MedTech | | | 4,782 | | |

| Europe | | | 20 | | | 4,900 | | |

| Consumer Health | | | | | | 4,562 | | |

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

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

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

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

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

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

| [removed: Vanessa Broadhurst | | | | | | 54] [added: Vanessa Broadhurst] | | | [added: 55] | | | Member, Executive Committee; Executive Vice President, Global Corporate Affairs(a) | | |

| [removed: Joaquin Duato | | | | | | 60] [added: Joaquin Duato] | | | [added: 61] | | | Chairman of the Board; Chief Executive Officer(b) | | |

| [removed: Peter] [added: Peter] M. Fasolo, [removed: Ph.D. | | | | | | 60] [added: Ph.D.] | | | [added: 61] | | | Member, Executive Committee; Executive Vice President, Chief Human Resources Officer(c) | | |

| [removed: Elizabeth Forminard | | | | | | 52] [added: Elizabeth Forminard] | | | [added: 53] | | | Member, Executive Committee; Executive Vice President, General Counsel(d) | | |

| [removed: William] [added: William] N. Hait, M.D., Ph. [removed: D. | | | | | | 73] [added: D.] | | | [added: 74] | | | Member, Executive Committee; Executive Vice President, Chief External Innovation and Medical [removed: Safety Officer; Interim Head Janssen R&D(e)] [added: Officer(e)] | | |

| [removed: Ashley McEvoy | | | | | | 52] [added: Tim Schmid] | | | [added: 54] | | | Member, Executive Committee; Executive Vice President, Worldwide Chairman, [removed: MedTech(f)] [added: MedTech(g)] | | |

| [removed: Thibaut Mongon | | | | | | 53] [added: Jennifer L. Taubert] | | | [added: 60] | | | Member, Executive [removed: Committee,] [added: Committee;] Executive Vice President, Worldwide Chairman, [removed: Consumer Health(g)] [added: Innovative Medicine(i)] | | |

| [removed: James Swanson | | | | | | 57] [added: James Swanson] | | | [added: 58] | | | Member, Executive Committee; Executive Vice President, Chief Information Officer(h) | | |

[removed: | Jennifer] [added: (i)Ms. J.] L. Taubert [removed: | | | | | | 59 | | | | | | Member, Executive Committee;] [added: was appointed] Executive Vice President, Worldwide Chairman, [removed: Pharmaceuticals(i) | | |][added: Innovative Medicine (formerly Pharmaceuticals) and a member of the Executive Committee in 2018.]

| [removed: Kathryn] [added: Kathryn] E. [removed: Wengel | | | | | | 57] [added: Wengel] | | | [added: 58] | | | Member, Executive Committee; Executive Vice President, Chief Technical Operations & Risk Officer(j) | | |

| [removed: Joseph] [added: Joseph] J. [removed: Wolk | | | | | | 56] [added: Wolk] | | | [added: 57] | | | Member, Executive Committee; Executive Vice President, Chief Financial Officer(k) | | |

[removed: In 2018, she] [added: Ms. Broadhurst rejoined the Company in 2017 and] was appointed Company Group Chairman, Global Commercial Strategy [removed: Organization.][added: Organization in 2018.]

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

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

[removed: He] [added: Mr. Duato first] joined the Company in 1989 with Janssen-Farmaceutica S.A. (Spain), a subsidiary of the Company, and held executive positions of increasing responsibility in all business sectors and across multiple geographies and functions.

[removed: In 2016,] Mr. Duato [removed: became a member of] [added: was appointed to] the Executive Committee [removed: and] [added: in 2016 when he] was named Executive Vice President, Worldwide Chairman, [removed: Pharmaceuticals.][added: Pharmaceuticals and subsequently served as Vice Chairman of the Executive Committee.]

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

He left Johnson & Johnson in 2007 to join Kohlberg Kravis Roberts & Co. as Chief Talent [removed: Officer.][added: Officer and returned to the Company in 2010 as the Vice President, Global Human Resources.]

[removed: Dr.] [added: (c)Dr. P. M.] Fasolo [removed: returned] [added: was appointed] to the [removed: Company] [added: Executive Committee] in [removed: 2010 as the] [added: 2011 and was named Executive] Vice President, [removed: Global] [added: Chief] Human [removed: Resources, and] [added: Resources Officer] in [removed: 2011, he became a member of the Executive Committee.][added: 2016.]

[removed: In October 2022, she] [added: (d)Ms. E. Forminard] was [removed: named] [added: appointed as] Executive Vice President, General Counsel and [removed: became] a member of the Executive [removed: Committee.][added: Committee in October 2022.]

[removed: In 2022, he became] [added: (e)Dr. W. Hait was appointed] Executive Vice President, Chief External Innovation, Medical Safety and Global Public Health Officer, and a member of the Executive [removed: Committee.][added: Committee in 2022.]

[removed: (h)Mr. J. Swanson] [added: He] rejoined the Company in 2019 as Chief Information Officer of Johnson & Johnson from Bayer Crop Science, where he served as a member of the Executive Leadership Team and as [removed: CIO] [added: Chief Information Officer] and Head of Digital Transformation.

[removed: Mr. Swanson,] [added: (h)Mr. J. Swanson was appointed] Executive Vice President, [removed: Enterprise] Chief Information [removed: Officer, joined] [added: Officer and a member of] the Executive Committee [removed: effective January 3,] [added: in] 2022.

[removed: (i)Ms. J. L. Taubert] [added: She] joined the Company in 2005 as Worldwide Vice [removed: President,] [added: President] and [removed: she] held several executive positions of increasing responsibility in the [removed: Pharmaceutical sector.][added: Pharmaceuticals sector, including Company Group Chairman, North America, and Company Group Chairman, The Americas from 2012-2018.]

[removed: (j)Ms. K. E.] [added: Ms.] Wengel [added: first] joined the Company in 1988 as Project Engineer and Engineering Supervisor at Janssen, a subsidiary of the Company.

[removed: In January 2023, she] [added: (j)Ms. K. E. Wengel] was appointed Executive Vice President, Chief Technical Operations & Risk [added: Officer in 2023, subsequent to her appointment to the Executive Committee in 2018 when she was named as Executive Vice President, Chief Global Supply Chain] Officer.

[removed: In July 2018, he] [added: (k)Mr. J. J. Wolk] was appointed Executive Vice President, Chief Financial Officer and [removed: became] a member of the Executive [removed: Committee.][added: Committee in July 2018.]

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

| | | | | | |

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| 18 | | |  | | |

| John C. Reed, M.D., Ph.D. | | | 65 | | | Member, Executive Committee; Executive Vice President, Innovative Medicine, R&D(f) | | |

Prior to her roles at Amgen, she served in various leadership roles at the Company from 2005-2013.

Ms. Forminard joined the Company in 2006, serving in roles of increasing responsibility including General Counsel Medical Devices & Diagnostics, General Counsel Consumer Group & Supply Chain, Worldwide Vice President Corporate Governance, and in her immediate past role as General Counsel Pharmaceuticals.

He first joined the Company in 2007 and has served in a number of leadership roles including

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

| 2023 Annual Report | | | 19 | | |

Global Head, Janssen Research & Development from 2011 to 2018 and Global Head, Johnson & Johnson Global External Innovation from 2018 to 2022.

(f)Dr. J. C. Reed joined the Company in 2023 as Executive Vice President, Innovative Medicine, R&D and a member of the Executive Committee.

Prior to joining the Company, Dr. Reed held executive leadership positions at Sanofi (2018-2022) and Roche (2013-2018), serving on their respective executive committees.

He also served as CEO of Sanford-Burnham Medical Research Institute (now Sanford Burnham Prebys) where he established multiple therapeutic area-aligned research centers and platform technology centers.

(g)Mr. T. Schmid was named as Executive Vice President, Worldwide Chairman, MedTech and appointed to the Executive Committee in October 2023.

He joined the Company in 1993 and has served in leadership positions throughout Johnson & Johnson MedTech, including Chief Strategic Customer Officer and President of Ethicon, and most recently served as Company Group Chairman MedTech Asia Pacific from 2018-2023.

He first joined the Company in 1998 as Finance Manager, Business Development for Ortho-McNeil, a subsidiary of the Company.

During his tenure at the Company, he has held a variety of senior leadership roles in several segments and functions across the Company's subsidiaries, including Vice President, Finance and Chief Financial Officer of the Janssen Pharmaceutical Companies, and Vice President, Investor Relations.

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| 20 | | |  | | |

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| | | | | | | 16 | | |

Information with regard to the directors of the Company is incorporated herein by reference to the material captioned “Item 1.

Election of Directors” in the Proxy Statement.

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(a)Ms. V. Broadhurst joined the Company in 2005 as Worldwide Vice President, Anemia & Oncology Supportive Care.

She then went on to become Vice President of the Cardiovascular & Institutional Franchise in 2008, and President of Janssen Therapeutics in 2011 before becoming U.S. President, Internal Medicine in 2012.

In 2017, Ms. Broadhurst rejoined Johnson & Johnson as U.S. President, Cardiovascular & Metabolism and a member of the Janssen Americas Leadership Team.

In this role she also provided operational oversight of the full portfolio of Janssen medicines in Puerto Rico and Canada.

In 2009, he was named Company Group Chairman, Pharmaceuticals, and in 2011, he was named Worldwide Chairman, Pharmaceuticals.

In July 2018, Mr. Duato was promoted to Vice Chairman of the Executive Committee, where he provided strategic direction for the Pharmaceutical and Consumer Health sectors and oversaw both the Global Supply Chain, Information Technology and Health & Wellness teams.

As a dual citizen of Spain and the United States, Mr. Duato's international perspective and global lens gives him a deep appreciation of diverse thoughts and opinions.

| | | | | | | 17 | | |

In April 2016, he was named Executive Vice President, Chief Human Resources Officer.

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

He also serves on the Boards of the Human Resources Policy Association, Tufts University and Save the Children and was named a Fellow of the National Academy of Human Resources in 2017.

(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.

(e)Dr. W. Hait joined the Company in 2007 as Senior Vice President, Worldwide Head of Oncology Research.

He then served as the first Global Therapeutic Area Head for Oncology from 2009 to 2011, and then as Global Head, Janssen Research & Development from 2011 through 2018.

From 2018 to 2022, he was Global Head, Johnson & Johnson Global External Innovation.

He is responsible for leading external sourcing and creation of transformational innovation to help Johnson & Johnson achieve its mission to improve human health utilizing the Company’s excellence in pharmaceuticals, medical devices and consumer products.

He also has oversight over Global Public Health and the Office of the Chief Medical Officer.

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.

(f)Ms. A. McEvoy joined the Company in 1996 as Assistant Brand Manager of McNeil Consumer Health, a subsidiary of the Company, advancing through positions of increasing responsibilities until she was appointed Company Group Chairman, Vision Care in 2012, followed by Company Group Chairman, Consumer Medical Devices in 2014.

In July 2018, Ms. McEvoy was promoted to Executive Vice President, Worldwide Chairman, 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 Webster, Abiomed, and Johnson & Johnson Vision.

(g)Mr. T. Mongon joined the Company in 2000 as Director of Marketing for the Vision Care group in France and subsequently held positions of increasing responsibility until he transitioned to the Pharmaceutical sector in 2012, as the Global Commercial Strategy Leader for the Neuroscience therapeutic area.

In 2014, he joined the Consumer Health sector as Company Group Chairman Asia-Pacific.

In 2019, he was promoted to Executive Vice President and Worldwide Chairman, Consumer Health, and became a member of the Executive Committee.

Mr. Mongon has responsibility for the global development of Johnson & Johnson’s health and wellness products and solutions in beauty, OTC, oral care, baby care, women’s health, and wound care.

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

In 2012, she was appointed Company Group Chairman, North America Pharmaceuticals, and in 2015 became Company Group Chairman, The Americas, Pharmaceuticals.

In July 2018, Ms. Taubert was promoted to Executive Vice President, Worldwide Chairman, Pharmaceuticals, and became a member of the Executive Committee.

Ms. Taubert is responsible for the Pharmaceutical sector globally, including shaping the company’s strategy of transformational medical innovation and for successfully bringing to market critical new medicines that significantly improve the lives of patients living with cancer, immune-related diseases, cardiovascular disease, infectious diseases, pulmonary hypertension and serious mental illness.

As of February [removed: 10, 2023,] [added: 9, 2024,] there were [removed: 124,211] [added: 118,772] 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: 2022.][added: 2023.]

| 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(2)] [added: Programs] | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or [removed: Programs(3)] [added: Programs] | | |

[removed: (1) During] [added: (1)During] the fiscal fourth quarter of [removed: 2022,] [added: 2023,] the Company repurchased an aggregate of [removed: 7,745,055] [added: 1,390,000] shares of Johnson & Johnson Common Stock in open-market transactions, [removed: of which 3,179,491 shares were purchased pursuant to the repurchase program that was publicly announced on September 14, 2022, and] [added: all] of which [removed: 4,565,564 shares] were purchased as part of a systematic plan to meet the needs of the Company’s compensation programs.

The repurchase program was completed during the fiscal first quarter of 2023.

| October 2, 2023 through October 29, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| October 30, 2023 through November 26, 2023 | | | | | | 125,000 | | | | | | $147.61 | | | | | | — | | | | | | — | | |

| November 27, 2023 through December 31, 2023 | | | | | | 1,265,000 | | | | | | $156.76 | | | | | | — | | | | | | — | | |

| Total | | | | | | 1,390,000 | | | | | | | | | | | | — | | | | | | | | |

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.

| | | | | | |

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

| 2023 Annual Report | | | 21 | | |

| | | | | | | | | |

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

| | | | | | | 20 | | |

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

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

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

| | | | [removed: 2022] [added: 2023] | | | [added: 2022] | | | 2021 | | |

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

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

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

| Marketable securities (Notes 1 and 2) | | | [removed: 9,392 | | |] [added: 1,068] | | | [removed: 17,121] [added: 9,392] | | |

| Accounts receivable trade, less allowances for doubtful accounts [removed: $203 (2021, $230)] | | | [removed: 16,160 | | |] [added: 2,121] | | | [removed: 15,283] | | |

| Inventories (Notes 1 and 3) | | | [removed: 12,483 | | |] [added: 11,181] | | | [removed: 10,387] [added: 10,268] | | |

| Prepaid expenses and other receivables | | | [removed: 3,132 | | |] [added: 256] | | | [removed: 3,701] | | |

| Total current assets | | | [removed: 55,294 | | |] [added: 53,495] | | | [removed: 60,979] [added: 55,294] | | |

| Property, plant and equipment, net (Notes 1 and 4) | | | [removed: 19,803 | | |] [added: 19,898] | | | [removed: 18,962] [added: 17,982] | | |

| Intangible assets, net (Notes 1 and 5) | | | [removed: 48,325 | | |] [added: 34,175] | | | [removed: 46,392] [added: 38,489] | | |

| Goodwill (Notes 1 and 5) | | | [removed: 45,231 | | |] [added: 36,558] | | | [removed: 35,246] [added: 36,047] | | |

| Deferred taxes on income (Note 8) | | | [removed: 9,123 | | |] [added: 9,279] | | | [removed: 10,223] [added: 8,947] | | |

| Total assets | | | [removed: $ | 187,378 | |] [added: $167,558] | | | [removed: 182,018] [added: 187,378] | | |

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

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

| Loans and notes payable (Note 7) | | | [removed: $ | 12,771 | |] [added: $3,451] | | | [removed: 3,766] [added: 12,756] | | |

| Accounts payable | | | [removed: 11,703 | | |] [added: 1,814] | | | [removed: 11,055] | | |

| Accrued rebates, returns and promotions | | | [removed: 14,417 | | |] [added: 838] | | | [removed: 12,095] | | |

| Accrued compensation and employee related obligations | | | [removed: 3,328 | | |] [added: 279] | | | [removed: 3,586] | | |

| Accrued taxes on income (Note 8) | | | [removed: 2,127 | | |] [added: 2,993] | | | [removed: 1,112] [added: 2,220] | | |

| Total current liabilities | | | [removed: 55,802 | | |] [added: 46,282] | | | [removed: 45,226] [added: 55,802] | | |

| Long-term debt (Note 7) | | | [removed: 26,888 | | |] [added: 25,881] | | | [removed: 29,985] [added: 26,886] | | |

| Deferred taxes on income (Note 8) | | | [removed: 6,374 | | |] [added: 3,193] | | | [removed: 7,487] [added: 3,991] | | |

| Employee related obligations (Notes 9 and 10) | | | [removed: 6,767 | | |] [added: 7,149] | | | [removed: 8,898] [added: 6,542] | | |

| Long-term taxes payable (Note 1) | | | [removed: 4,306 | | |] [added: 2,881] | | | [removed: 5,713] [added: 4,306] | | |

| Other liabilities | | | [removed: 10,437 | | |] [added: 291] | | | [removed: 10,686] | | |

| Total liabilities | | | [removed: 110,574 | | |] [added: 98,784] | | | [removed: 107,995] [added: 110,574] | | |

| Commitments and Contingencies (Note 19) | | | | | | | | | [removed: | | |]

| Shareholders’ equity | | | | | | | | | [removed: | | |]

| Preferred stock — without par value (authorized and unissued 2,000,000 shares) | | | — | | | [removed: | | |] — | | |

| Common stock — par value $1.00 per share (Note 12) (authorized 4,320,000,000 shares; issued 3,119,843,000 shares) | | | 3,120 | | | [removed: | | |] 3,120 | | |

| Accumulated other comprehensive income (loss) (Note 13) | | | [removed: (12,967) | | |] [added: (12,527)] | | | [removed: (13,058)] [added: (12,967)] | | |

| Less: common stock held in treasury, at cost (Note 12) [removed: (506,246,000] [added: (712,765,000] shares and [removed: 490,878,000] [added: 506,246,000] shares) | | | [removed: 41,694 | | |] [added: 75,662] | | | [removed: 39,099] [added: 41,694] | | |

| Total shareholders’ equity | | | [removed: 76,804 | | |] [added: 68,774] | | | [removed: 74,023] [added: 76,804] | | |

| Total liabilities and shareholders’ equity | | | [removed: $ | 187,378 | |] [added: $167,558] | | | [removed: 182,018] [added: 187,378] | | |

[removed: (Dollars] [added: Johnson & Johnson] and [added: subsidiaries consolidated statements of earnings(Dollars and] Shares in Millions Except Per Share Amounts) (Note 1)

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| [Report of](#i2cebb53a37dd4169a34d8ba1e8fcba84_232) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_232)[ndependent](#i2cebb53a37dd4169a34d8ba1e8fcba84_232) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_232)[egistered](#i2cebb53a37dd4169a34d8ba1e8fcba84_232) [p](#i2cebb53a37dd4169a34d8ba1e8fcba84_232)[ublic](#i2cebb53a37dd4169a34d8ba1e8fcba84_232) [a](#i2cebb53a37dd4169a34d8ba1e8fcba84_232)[ccounting](#i2cebb53a37dd4169a34d8ba1e8fcba84_232) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_232)[irm](#i2cebb53a37dd4169a34d8ba1e8fcba84_232) (PCAOB ID 238) | | | [106](#i2cebb53a37dd4169a34d8ba1e8fcba84_232) | | |

| [Management’s](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_235)[eport on](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_235)[nternal](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_235)[ontrol](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) [o](#i2cebb53a37dd4169a34d8ba1e8fcba84_235)[ver](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_235)[inancial](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_235)[eporting](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) | | | [109](#i2cebb53a37dd4169a34d8ba1e8fcba84_235) | | |

| 2023 Annual Report | | | 43 | | |

Johnson & Johnson and subsidiaries consolidated balance sheetsAt December 31, 2023 and January 1, 2023

| Cash and cash equivalents (Notes 1 and 2) | | | $21,859 | | | 12,889 | | |

| Accounts receivable trade, less allowances $166 (2022, $169) | | | 14,873 | | | 14,039 | | |

| Prepaid expenses and other receivables | | | 4,514 | | | 2,876 | | |

| Current assets of discontinued operations (Note 21) | | | — | | | 5,830 | | |

| Other assets | | | 14,153 | | | 9,212 | | |

| Noncurrent assets of discontinued operations (Note 21) | | | — | | | 21,407 | | |

| Accounts payable | | | 9,632 | | | 9,889 | | |

| Accrued liabilities | | | 10,212 | | | 10,719 | | |

| Accrued rebates, returns and promotions | | | 16,001 | | | 13,579 | | |

| Accrued compensation and employee related obligations | | | 3,993 | | | 3,049 | | |

| Current liabilities of discontinued operations (Note 21) | | | — | | | 3,590 | | |

| Other liabilities | | | 13,398 | | | 10,146 | | |

| Noncurrent liabilities of discontinued operations (Note 21) | | | — | | | 2,901 | | |

| Retained earnings and Additional-paid-in-capital | | | 153,843 | | | 128,345 | | |

| 44 | | |  | | |

| Sales to customers | | | $85,159 | | | 79,990 | | | 78,740 | | |

| Cost of products sold | | | 26,553 | | | 24,596 | | | 23,402 | | |

| Gross profit | | | 58,606 | | | 55,394 | | | 55,338 | | |

| Other (income) expense, net | | | 6,634 | | | 810 | | | 526 | | |

| Restructuring (Note 20) | | | 489 | | | 275 | | | 209 | | |

| Net earnings from continuing operations | | | 13,326 | | | 16,370 | | | 17,801 | | |

| Net earnings from discontinued operations, net of tax (Note 21) | | | 21,827 | | | 1,571 | | | 3,077 | | |

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

| Continuing operations - basic | | | $5.26 | | | 6.23 | | | 6.76 | | |

| Discontinued operations - basic | | | $8.62 | | | 0.60 | | | 1.17 | | |

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

| Continuing operations - diluted | | | $5.20 | | | 6.14 | | | 6.66 | | |

| Discontinued operations - diluted | | | $8.52 | | | 0.59 | | | 1.15 | | |

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

| | | | | | |

| [40](#i51a46167ef364951bf70ae9d6493776c_115) | | | [Consolidated Balance Sheets](#i51a46167ef364951bf70ae9d6493776c_115) | | |

| [41](#i51a46167ef364951bf70ae9d6493776c_121) | | | [Consolidated Statements of Earnings](#i51a46167ef364951bf70ae9d6493776c_121) | | |

| [42](#i51a46167ef364951bf70ae9d6493776c_124) | | | [Consolidated Statements of Comprehensive Income](#i51a46167ef364951bf70ae9d6493776c_124) | | |

| [43](#i51a46167ef364951bf70ae9d6493776c_130) | | | [Consolidated Statements of Equity](#i51a46167ef364951bf70ae9d6493776c_130) | | |

| [44](#i51a46167ef364951bf70ae9d6493776c_136) | | | [Consolidated Statements of Cash Flows](#i51a46167ef364951bf70ae9d6493776c_136) | | |

| [46](#i51a46167ef364951bf70ae9d6493776c_139) | | | [Notes to Consolidated Financial Statements](#i51a46167ef364951bf70ae9d6493776c_139) | | |

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

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

| | | | | | | | | |

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

| | | | | | | 39 | | |

JOHNSON & JOHNSON AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

| Other assets | | | 9,602 | | | | | | 10,216 | | |

| Accrued liabilities | | | 11,456 | | | | | | 13,612 | | |

| Retained earnings | | | 128,345 | | | | | | 123,060 | | |

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

| | | | | | | 40 | | |

CONSOLIDATED STATEMENTS OF EARNINGS

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

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

| Sales to customers | | | $ | 94,943 | | | | | 93,775 | | | | | | 82,584 | | |

| Cost of products sold | | | 31,089 | | | | | | 29,855 | | | | | | 28,427 | | |

| Gross profit | | | 63,854 | | | | | | 63,920 | | | | | | 54,157 | | |

| Restructuring (Note 20) | | | 321 | | | | | | 252 | | | | | | 247 | | |

| Basic | | | $ | 6.83 | | | | | 7.93 | | | | | | 5.59 | | |

| Diluted | | | $ | 6.73 | | | | | 7.81 | | | | | | 5.51 | | |

| | | | | | | 41 | | |

| | | |

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

| | | | | | | 42 | | |

CONSOLIDATED STATEMENTS OF EQUITY

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

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

| | | | | | | 43 | | |

| Contingent consideration reversal | | | — | | | | | | — | | | | | | (1,148) | | |

| Cash and cash equivalents, end of year (Note 1) | | | $ | 14,127 | | | | | 14,487 | | | | | | 13,985 | | |

| | | | | | | 44 | | |

| Conversion of debt | | | — | | | | | | — | | | | | | 27 | | |

| | | | | | | 45 | | |

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

*Changes in [removed: Internal Control Over Financial Reporting.*] [added: internal control over financial reporting.*] During the fiscal quarter ended [removed: January 1,] [added: December 31,] 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.

*Securities trading plans of Directors and Executive Officers*.

During the fiscal fourth quarter of 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Not applicable.

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

| | | | | | |

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

| 112 | | |  | | |

The information called for by this item is incorporated herein by reference to the discussion of the Audit Committee under the caption [removed: “Item] [added: Item] 1.

Election of Directors - Board [removed: Committees”;] [added: committees;] and the material under the captions [removed: “Item] [added: Item] 1.

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

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

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

The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers [added: is available on the Company’s website at www.investor.jnj.com/governance/corporate-governance-overview/code-of-business-conduct--ethics, and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices.]

Any substantive amendment to the Code or any waiver of the Code granted to any member of the Board of Directors or any executive officer will be posted on the Company’s website at [removed: *www.investor.jnj.com/gov.cfm*] [added: www.investor.jnj.com/governance/corporate-governance-overview/code-of-business-conduct--ethics] within five business days (and retained on the website for at least one year).

| | | | | | | | | |

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

| | | | | | | 108 | | |

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 information called for by this item is incorporated herein by reference to the material under the captions [removed: “Item] [added: Item] 1.

Election of Directors – Director [removed: Compensation,”] [added: compensation,] and [removed: “Item] [added: Item] 2.

Compensation [removed: & Benefits] Committee [removed: Report,” “Compensation Discussion] [added: report, Compensation discussion] and [removed: Analysis”] [added: analysis] and [removed: “Executive Compensation Tables”] [added: Executive compensation tables] in the Proxy Statement.

The material incorporated herein by reference to the material under the caption [removed: “Compensation & Benefits] [added: Compensation] Committee [removed: Report”] [added: report] in the Proxy Statement shall be deemed furnished, and not filed, in this Report and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as a result of this furnishing, except to the extent that the Company specifically incorporates it by reference.

The information called for by this item is incorporated herein by reference to the material under the caption [removed: “Item] [added: Item] 1.

Stock [removed: Ownership and Section 16 Compliance”] [added: ownership] in the Proxy Statement; and Note 16 [removed: “Common Stock, Stock Option Plans] [added: Common stock, stock option plans] and [removed: Stock Compensation Agreements”] [added: stock compensation agreements] of the Notes to Consolidated Financial Statements in Item 8 of this Report.

The following table provides certain information as of [removed: January 1,] [added: December 31,] 2023 concerning the shares of the Company’s Common Stock that may be issued under existing equity compensation plans.

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

| Equity Compensation Plans [added: Not] Approved by Security [removed: Holders(1) | | | 134,644,525 | | |] [added: Holders] | | | [removed: $118.94] [added: —] | | | [added: —] | | | [removed: 149,652,710] [added: —] | | |

| Equity Compensation Plans [removed: Not] Approved by Security [removed: Holders | | | \- | | |] [added: Holders(1)] | | | [removed: \-] [added: 127,211,785] | | | [added: $123.41] | | | [removed: \-] [added: 130,112,007] | | |

| | | | | | |

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

| 2023 Annual Report | | | 113 | | |

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

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

| Total | | | 127,211,785 | | | $123.41 | | | 130,112,007 | | |

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

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

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

The information called for by this item is incorporated herein by reference to the material under the captions [removed: “Item] [added: Item] 1.

Election of Directors - [added: Related person transactions &] Director [removed: Independence” and “Related Person Transactions”] [added: independence] in the Proxy Statement.

The information called for by this item is incorporated herein by reference to the material under the caption [removed: “Item] [added: Item] 3.

Ratification of [removed: Appointment] [added: appointment] of [removed: Independent Registered Public Accounting Firm”] [added: independent registered public accounting firm] in the Proxy Statement.

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

| | | | | | |

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

| 114 | | |  | | |

| | | | | | | | | |

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

| | | | | | | 109 | | |

[removed: *Financial] [added: 1.*Financial] Statements*

Consolidated [removed: Balance Sheets] [added: balance sheets] at end of [removed: Fiscal Years 2022] [added: fiscal years 2023] and [removed: 2021][added: 2022]

Consolidated [removed: Statements] [added: statements] of [removed: Earnings] [added: earnings] for [removed: Fiscal Years 2022, 2021] [added: fiscal years 2023, 2022] and [removed: 2020][added: 2021]

Consolidated [removed: Statements] [added: statements] of [removed: Comprehensive Income] [added: comprehensive income] for Fiscal Years [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]