Johnson & Johnson (JNJ) 10-K risk factor changes: FY2024 vs FY2023

For the Company’s 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 [removed: generic] [added: generic, biosimilar] and other competing products and enter the market.

The Company’s subsidiaries operate [removed: 61] [added: 64] manufacturing facilities as well as sourcing from thousands of suppliers around the world.

Manufacturing disruptions can occur for many reasons including regulatory action, production quality deviations or safety issues, labor disputes, labor shortages, site-specific incidents (such as fires), natural disasters such as hurricanes and other severe weather events, raw material shortages, [added: lack of available inspectors,] political unrest, terrorist attacks and epidemics or pandemics.

[removed: For example, the COVID-19 pandemic adversely impacted certain aspects of] [added: Impacts to] the [removed: Company’s business,] [added: Company have included and may include adverse impacts to] results of operations and financial condition, including lower sales and reduced customer demand and usage of certain of our products.

The spread of [removed: any] health crises [added: have caused and] 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 partners under such circumstances.

Specifically, the Inflation Reduction Act of 2022 (IRA) [removed: may subject] [added: has changed Medicare Part D benefit design and has subjected] certain [added: of the Company's] products to government-established [removed: pricing, potentially impose rebates,] [added: pricing beginning in 2026] and [added: may] subject [removed: manufacturers who fail to adhere to the government's interpretations of] [added: additional products in] the [removed: law to penalties.][added: future.]

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

New [removed: laws] and [removed: regulations] [added: changing laws, regulations, executive orders and other directives] 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.

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

The Company [added: has been and] could in the future be required to pay significant amounts as a result of settlements or judgments in these matters, potentially in excess of accruals, including matters where the Company could be held jointly and severally liable among other defendants.

[removed: Concerns about product safety,] [added: Product concerns,] 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. FDA (or its counterpart in other countries), private claims and lawsuits, payment of fines and settlements, declining sales and reputational damage.

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

The Company cannot be certain that it will [removed: obtain] [added: secure and maintain] adequate patent protection for new products and technologies in the United States and other important [removed: markets or that such protections, once granted, will last as long as originally anticipated.][added: markets.]

In addition, [removed: challenges that the Company’s products infringe] [added: others may claim] the [removed: patents] [added: Company has infringed their intellectual property rights, including copyrights, patents, or trademarks, and/or has misappropriated their trade secrets, any] of [removed: third parties] [added: which] could result in an injunction and/or the need to pay past damages and future royalties and adversely affect the competitive position and sales of [removed: the products in question.][added: our products.]

New products introduced within the past five years accounted for approximately 25% of [removed: 2023] [added: 2024] sales.

[removed: New] [added: After approval, new] products or enhancements to existing products may not be accepted quickly or significantly in the marketplace due to product and price competition, changes in customer preferences or healthcare purchasing patterns, resistance by healthcare providers or uncertainty over third-party reimbursement.

The application of [removed: 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.

*Foreign currency exchange*: In fiscal [removed: 2023,] [added: 2024,] approximately [removed: 45%] [added: 43%] of the Company’s sales occurred outside of the U.S., with approximately [removed: 24%] [added: 23%] in Europe, 5% in the Western Hemisphere, excluding the U.S., and [removed: 16%] [added: 15%] in the Asia-Pacific and Africa region.

Specifically, the Company has accounted for operations in Argentina, [removed: Turkey and] [added: Turkey,] Venezuela [added: and Egypt (beginning in the fiscal fourth quarter of 2024)] as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%.

[added: 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.

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

Our business depends on our ability to recruit and retain [removed: talented,] [added: talented and] highly skilled [removed: employees and a diverse workforce.][added: employees.]

Our continued growth requires us to recruit and retain talented employees representing [removed: diverse] [added: many different] backgrounds, experiences, and skill sets.

Maintaining our brand and reputation, as well as a [removed: diverse, equitable and inclusive] [added: credo-based] work environment enables us to attract top talent.

To meet business objectives, the Company relies on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to process and store sensitive [removed: data, including] [added: data (including] confidential research, business plans, financial information, intellectual property, and personal data that may be subject to legal [removed: protection, and] [added: protection) to] ensure the continuity of the Company’s supply chain and [removed: operations.][added: operations, and as part of many of the products we deliver to customers.]

The extensive [added: range of] information security and cybersecurity threats, which affect companies globally, pose a [added: persistent] risk to the security and availability of these systems and networks, including [added: to] customer products that are connected to or rely on such systems and networks, and the confidentiality, integrity, and availability of the Company’s sensitive data.

The Company assesses these [removed: threats] [added: threats, responds to attacks] and [added: breaches that it has experienced, and] makes investments to increase internal protection, detection, and response capabilities, as well as ensure the Company’s third-party providers have required capabilities and [removed: controls, to address this risk.]

Given the potential sophistication of these attacks, the Company may not be able to address the threat of information security or cybersecurity incidents proactively or implement adequate preventative measures and we may not be able to detect and address any such disruption or security breach promptly, or at all, which could adversely affect [added: customers that use] our [added: products, our] business, results of operations or financial condition.

The Company is subject to privacy and data protection laws [added: and regulations] across the globe that impose broad compliance obligations on the collection, [added: possession,] use, storage, access, [removed: transfer] [added: disclosure, transfer, deletion] and protection of personal data.

Breach of [removed: such] [added: the] requirements [added: of these laws and regulations] could result in substantial fines, penalties, [added: governmental actions,] private right of actions, [removed: claims] [added: including class actions,] and damage to our reputation and business.

New privacy laws are expected [removed: in other territories,] [added: globally,] together with greater privacy enforcement by governmental authorities globally, particularly on data localization requirements and [added: data transfers including] international data flows.

[removed: The Company has established privacy compliance programs and controls that our businesses worldwide are required to comply with, but] [added: However,] with many technology and data-driven initiatives [removed: being prioritized] [added: evolving] across the [removed: Company and] [added: Company,] involving multiple vendors and third parties, there are [added: threats that could impact our business operations and research activities, including] potential risks of [removed: controls imposed on cross border data flows,] unauthorized [removed: access,] [added: access] and loss of personal data [removed: through internal] [added: as well as legislative actions imposing limitations] and [removed: external threats that could impact our business operations] [added: controls on the use] and [removed: research activities.][added: sharing of personal data as well as on cross border data flows.]

Failure to adhere to the government's interpretations of the law pending ongoing litigation may expose the Company to penalties.

In addition, change to Medicare Part D could have a negative impact on U.S. Innovative Medicine sales.

These rights are essential to the Company’s businesses and the inability of the Company to secure and maintain these rights may have a detrimental impact on the Company’s financial results.

Moreover, the development and regulatory approval of new products may be delayed due to limits on federal agency budgets or personnel, including reductions to the U.S. FDA’s budget, employees, and operations, which may lead to slower response times and longer review periods.

In addition, the U.S. government recently announced tariffs on products manufactured in several jurisdictions, including China, Mexico and Canada, and has

made announcements regarding the potential imposition of tariffs on other jurisdictions.

While certain of the announced tariffs have been delayed, the U.S. government may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and in the future may impose reciprocal tariffs or other restrictive trade measures in response.

Any of these actions could increase uncertainties and associated risks relating to the Company’s global operations.

controls, to address this risk.

The Company has established privacy compliance programs and controls with which our businesses worldwide are required to comply.

Similar competition can be triggered by the loss of exclusivity for a biological product.

These rights are essential to the Company’s businesses and materially important to the Company’s results of operations.

In the U.S., manufacturers of generic versions of innovative human pharmaceutical products may challenge the validity, or claim non-infringement, of innovator products through the Abbreviated New Drug Application, or ANDA, process with the U.S. FDA and related ANDA litigation.

The Biologics Price Competition and Innovation Act (BPCIA), enacted in 2010, which created a new regulatory pathway for the approval by the U.S. FDA of biosimilar alternatives to innovator-developed biological products, also created mechanisms for biosimilar applicants to challenge the patents on the innovator biologics.

The IPR process with the USPTO is also being used by competitors to challenge patents asserted in litigation.

In addition, the impact of currency devaluations in

The Company may be unable to achieve some or all of the anticipated strategic and financial benefits following the separation of Kenvue Inc. (Kenvue), including with respect to the Company’s remaining ownership interest.

The Company incurred significant expenses in connection with the Kenvue separation (the Separation).

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

The anticipated benefits of the Separation were based on a number of assumptions, some of which may prove incorrect.

The Company holds a 9.5% ownership interest in Kenvue.

The Company cannot predict the trading price of shares of Kenvue’s common stock and the market value of the Kenvue shares are subject to market volatility and other factors outside of the Company’s control.

The Company intends to divest its ownership interest in Kenvue, but there can be no assurance regarding the ultimate timing of such divestiture.

Unanticipated developments could delay, prevent or otherwise adversely affect the divestiture, including but not limited to financial market conditions.

The Separation could result in substantial tax liability.

The Company received a private letter ruling from the IRS as to the tax-free nature of the Separation under the U.S. Internal Revenue Code of 1986, as amended.

Notwithstanding the private letter ruling and opinions of tax advisors, if the IRS determines that certain steps of the transaction did not qualify for tax-free treatment for U.S. federal income tax purposes, the resulting tax liability to the Company and its shareholders could be substantial.

The Separation may also not qualify for tax-free treatment in other countries around the world, and as a result may trigger substantial tax liability to the Company.

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 131,900] [added: 138,100] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

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

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

[removed: The Company,] [added: With Our Credo as the foundation, the Company]  believes health is everything.

New products introduced within the past five years accounted for approximately 25% of [removed: 2023] [added: 2024] sales.

In [removed: 2023, $15.1] [added: 2024, $17.2] 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 impact of health for humanity.

[removed: ][added: ]

[removed: ][added: ]

For discussion on results of operations and financial condition pertaining to the fiscal years [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] see the Company’s Annual Report on Form 10-K for the fiscal year ended [removed: January 1,] [added: December 31,] 2023, Item 7.

In [removed: 2023,] [added: 2024,] worldwide sales increased [removed: 6.5%] [added: 4.3%] to [removed: $85.2] [added: $88.8] billion as compared to an increase of [removed: 1.6%] [added: 6.5%] in [removed: 2022.][added: 2023.]

| Sales increase/(decrease) due to: | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Volume | | | | | | [removed: 6.8] [added: 5.9] | | % | | | | [removed: 8.3] [added: 6.8] | | % | | | | | | |

| Price | | | | | | [removed: 0.6] [added: 0.0] | | | | | | [removed: (1.8)] [added: 0.6] | | | | | | | | |

| Currency | | | | | | [removed: (0.9)] [added: (1.6)] | | | | | | [removed: (4.9)] [added: (0.9)] | | | | | | | | |

| Total | | | | | | [removed: 6.5] [added: 4.3] | | % | | | | [removed: 1.6] [added: 6.5] | | % | | | | | | |

The net impact of acquisitions and divestitures on the worldwide sales growth was a positive impact of [removed: 1.5%] [added: 0.5%] in [removed: 2023] [added: 2024] and [removed: no] [added: a positive] impact [added: of 1.5%] in [removed: 2022.][added: 2023.]

Sales by U.S. companies were [removed: $46.4] [added: $50.3] billion in [removed: 2023] [added: 2024] and [removed: $42.0] [added: $46.4] billion in [removed: 2022.][added: 2023.]

This represents increases of [removed: 10.6%] [added: 8.3%] in [removed: 2023] [added: 2024] and [removed: 3.3%] [added: 10.6%] in [removed: 2022.][added: 2023.]

Sales by international companies were [removed: $38.7] [added: $38.5] billion in [removed: 2023] [added: 2024] and [removed: $38.0] [added: $38.7] billion in [removed: 2022.][added: 2023.]

This represents [removed: an increase] [added: a decrease] of [removed: 1.9%] [added: 0.5%] in [removed: 2023] [added: 2024] and [removed: a decrease] [added: an increase] of [removed: 0.2%] [added: 1.9%] in [removed: 2022.][added: 2023.]

The five-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 4.7%, 5.2%] [added: 5.4%, 6.8%] and [removed: 4.1%,] [added: 3.8%,] respectively.

The ten-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 4.2%, 5.7%] [added: 4.0%, 5.4%] and [removed: 2.6%,] [added: 2.5%,] respectively.

In [removed: 2023,] [added: 2024,] sales by companies in Europe experienced a decline of [removed: 1.2%] [added: 1.0%] as compared to the prior year, which included an operational decline of [removed: 2.2%] [added: 0.6%] and a [removed: positive] [added: negative] currency impact of [removed: 1.0%.][added: 0.4%.]

In fiscal [removed: 2023,] [added: 2024,] the net impact of the Covid-19 Vaccine [removed: and the loss of exclusivity of Zytiga] on the European regions change in operational sales was a negative [removed: 9.8%.][added: 4.7%.]

Sales by companies in the Western Hemisphere, excluding the U.S., achieved growth of [removed: 10.7%] [added: 3.6%] as compared to the prior year, which included operational growth of [removed: 15.8%,] [added: 20.4%,] and a negative currency impact of [removed: 5.1%.][added: 16.8%.]

Sales by companies in the Asia-Pacific, Africa region [removed: achieved growth] [added: experienced a decline] of [removed: 3.9%] [added: 1.2%] as compared to the prior year, including operational growth of [removed: 9.5% and] [added: 2.3% offset by] a negative currency impact of [removed: 5.6%.][added: 3.5%.]

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

In [removed: 2022,] [added: 2024,] the Company [removed: had] [added: utilized] three wholesalers distributing products for both segments that represented approximately [removed: 18.9%, 15.0%] [added: 20.5%, 15.6%] and [removed: 13.8%] [added: 12.3%] of the total [removed: consolidated] [added: gross] revenues.

[removed: 2023] [added: 2024] Sales by geographic region (in billions)

[removed: ][added: ]

[removed: 2023] [added: 2024] Sales by segment (in billions)

[removed: ][added: ]

Innovative Medicine [removed: segment(1)][added: segment]

Innovative Medicine segment sales in [removed: 2023] [added: 2024] were [removed: $54.8] [added: $57.0] billion, an increase of [removed: 4.2%] [added: 4.0%] from [removed: 2022,] [added: 2023,] which included operational growth of [removed: 4.8%] [added: 5.7%] and a negative currency impact of [removed: 0.6%.][added: 1.7%.]

U.S. sales were [removed: $31.2] [added: $34.0] billion, an increase of 9.0%.

International sales were [removed: $23.6] [added: $23.0] billion, a decrease of [removed: 1.5%,] [added: 2.5%,] which included [removed: an] operational [removed: decline] [added: growth] of [removed: 0.2% and] [added: 1.3% offset by] a negative currency impact of [removed: 1.3%.][added: 3.8%.]

In [removed: 2023,] [added: 2024,] acquisitions and divestitures had a net negative impact of 0.1% on the operational sales growth of the worldwide Innovative Medicine segment.

| (Dollars in Millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | Total Change | | | | | | Operations Change | | | | | | Currency Change | | | | | | | | |

| Other Immunology | | | | | | [removed: 11] [added: 3] | | | | | | [removed: 17] [added: 11] | | | | | | | | | | | | [removed: (33.8)] [added: (74.1)] | | | | | | [removed: (33.8)] [added: (74.1)] | | | | | | — | | | | | | | | |

| INVEGA SUSTENNA/XEPLION/INVEGA TRINZA/TREVICTA | | | | | | [removed: 4,115] [added: 4,222] | | | | | | [removed: 4,140] [added: 4,115] | | | | | | | | | | | | [removed: (0.6)] [added: 2.6] | | | | | | [removed: 0.0] [added: 3.4] | | | | | | [removed: (0.6)] [added: (0.8)] | | | | | | | | |

The Chief Operating Decision Maker (CODM) is the Company's Chief Executive Officer (Principal Executive Officer).The Executive Committee is Johnson & Johnson’s senior leadership team responsible for setting the strategy and priorities of the Company and driving accountability at all levels.

Within the strategic parameters provided by the Executive Committee, senior management groups at U.S. and international operating companies are each responsible for their own strategic plans and the day-to-day operations of those companies.

Our approximately 138,100 employees are critical drivers of the Company’s success.

* Includes business combinations and asset acquisitions

In the fiscal 2024, acquisitions and divestitures had a net positive impact of 0.7% on the U.S. operational sales growth.

In fiscal 2024, acquisitions and divestitures had a net positive impact of 0.2% on the international operational sales growth.

In fiscal 2024, the impact of the Covid-19 Vaccine sales decline on the international operational sales was a negative 2.6%.

In fiscal 2024, the net impact of the Covid-19 Vaccine on the total Innovative Medicine and International change in operational sales was a negative 1.8% and 4.2%, respectively.

| Total Immunology | | | | | | $17,828 | | | | | | $18,052 | | | | | | | | | | | | (1.2 | | %) | | | | 0.4 | | % | | | | (1.6) | | % | | | | | | |

| REMICADE | | | | | | 1,605 | | | | | | 1,839 | | | | | | | | | | | | (12.8) | | | | | | (11.4) | | | | | | (1.4) | | | | | | | | |

| SIMPONI/SIMPONI ARIA | | | | | | 2,190 | | | | | | 2,197 | | | | | | | | | | | | (0.3) | | | | | | 4.5 | | | | | | (4.8) | | | | | | | | |

| STELARA | | | | | | 10,361 | | | | | | 10,858 | | | | | | | | | | | | (4.6) | | | | | | (3.4) | | | | | | (1.2) | | | | | | | | |

| TREMFYA | | | | | | 3,670 | | | | | | 3,147 | | | | | | | | | | | | 16.6 | | | | | | 18.1 | | | | | | (1.5) | | | | | | | | |

| Total Infectious Diseases | | | | | | 3,396 | | | | | | 4,418 | | | | | | | | | | | | (23.1) | | | | | | (22.7) | | | | | | (0.4) | | | | | | | | |

| COVID-19 VACCINE | | | | | | 198 | | | | | | 1,117 | | | | | | | | | | | | (82.4) | | | | | | (82.4) | | | | | | 0.0 | | | | | | | | |

| EDURANT/rilpivirine | | | | | | 1,272 | | | | | | 1,150 | | | | | | | | | | | | 10.6 | | | | | | 10.6 | | | | | | 0.0 | | | | | | | | |

| PREZISTA/PREZCOBIX/REZOLSTA/SYMTUZA | | | | | | 1,712 | | | | | | 1,854 | | | | | | | | | | | | (7.7) | | | | | | (7.1) | | | | | | (0.6) | | | | | | | | |

| Other Infectious Diseases | | | | | | 214 | | | | | | 297 | | | | | | | | | | | | (27.6) | | | | | | (25.0) | | | | | | (2.6) | | | | | | | | |

| Total Neuroscience | | | | | | 7,115 | | | | | | 7,140 | | | | | | | | | | | | (0.4) | | | | | | 1.3 | | | | | | (1.7) | | | | | | | | |

| CONCERTA/methylphenidate | | | | | | 641 | | | | | | 783 | | | | | | | | | | | | (18.1) | | | | | | (15.1) | | | | | | (3.0) | | | | | | | | |

| SPRAVATO | | | | | | 1,077 | | | | | | 689 | | | | | | | | | | | | 56.4 | | | | | | 56.8 | | | | | | (0.4) | | | | | | | | |

| Other Neuroscience | | | | | | 1,175 | | | | | | 1,553 | | | | | | | | | | | | (24.3) | | | | | | (20.7) | | | | | | (3.6) | | | | | | | | |

| Total Oncology | | | | | | 20,781 | | | | | | 17,661 | | | | | | | | | | | | 17.7 | | | | | | 19.8 | | | | | | (2.1) | | | | | | | | |

| CARVYKTI | | | | | | 963 | | | | | | 500 | | | | | | | | | | | | 92.7 | | | | | | 92.7 | | | | | | 0.0 | | | | | | | | |

| DARZALEX | | | | | | 11,670 | | | | | | 9,744 | | | | | | | | | | | | 19.8 | | | | | | 22.2 | | | | | | (2.4) | | | | | | | | |

| ERLEADA | | | | | | 2,999 | | | | | | 2,387 | | | | | | | | | | | | 25.6 | | | | | | 27.3 | | | | | | (1.7) | | | | | | | | |

| IMBRUVICA | | | | | | 3,038 | | | | | | 3,264 | | | | | | | | | | | | (6.9) | | | | | | (5.2) | | | | | | (1.7) | | | | | | | | |

| TECVAYLI | | | | | | 549 | | | | | | 395 | | | | | | | | | | | | 38.8 | | | | | | 39.8 | | | | | | (1.0) | | | | | | | | |

| ZYTIGA /abiraterone acetate | | | | | | 631 | | | | | | 887 | | | | | | | | | | | | (28.8) | | | | | | (25.0) | | | | | | (3.8) | | | | | | | | |

| Other Oncology | | | | | | 931 | | | | | | 484 | | | | | | | | | | | | 92.5 | | | | | | 94.3 | | | | | | (1.8) | | | | | | | | |

| Total Pulmonary Hypertension | | | | | | 4,282 | | | | | | 3,815 | | | | | | | | | | | | 12.3 | | | | | | 14.1 | | | | | | (1.8) | | | | | | | | |

| OPSUMIT | | | | | | 2,184 | | | | | | 1,973 | | | | | | | | | | | | 10.7 | | | | | | 11.9 | | | | | | (1.2) | | | | | | | | |

| UPTRAVI | | | | | | 1,817 | | | | | | 1,582 | | | | | | | | | | | | 14.9 | | | | | | 16.1 | | | | | | (1.2) | | | | | | | | |

| Other Pulmonary Hypertension | | | | | | 281 | | | | | | 260 | | | | | | | | | | | | 7.9 | | | | | | 18.3 | | | | | | (10.4) | | | | | | | | |

| XARELTO | | | | | | 2,373 | | | | | | 2,365 | | | | | | | | | | | | 0.3 | | | | | | 0.3 | | | | | | — | | | | | | | | |

| Other | | | | | | 1,189 | | | | | | 1,306 | | | | | | | | | | | | (8.9) | | | | | | (7.8) | | | | | | (1.1) | | | | | | | | |

| Total Innovative Medicine Sales | | | | | | $56,964 | | | | | | 54,759 | | | | | | | | | | | | 4.0 | | % | | | | 5.7 | | % | | | | (1.7) | | % | | | | | | |

The decline of STELARA (ustekinumab) sales was driven by share loss primarily due to European biosimilar entrants.

The growth of TREMFYA (guselkumab) was due to market growth and share gains.

According to patent settlement and license agreements, the Company expects continued launches of biosimilar versions of STELARA in Europe and the United States in 2025 which will impact the Company’s sales of STELARA.

The Executive Committee of Johnson & Johnson is the principal management group responsible for the strategic operations and allocation of the resources of the Company.

This Committee oversees and coordinates the activities of the 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 impact health for humanity.

A critical driver of the Company’s success is the diversity of its 131,900 employees worldwide.

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

| 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) | | | | | | | | |

| CARVYKTI | | | | | | 500 | | | | | | 133 | | | | | | | | | | | | * | | | | | | * | | | | | | * | | | | | | | | |

| DARZALEX | | | | | | 9,744 | | | | | | 7,977 | | | | | | | | | | | | 22.2 | | | | | | 22.9 | | | | | | (0.7) | | | | | | | | |

| ERLEADA | | | | | | 2,387 | | | | | | 1,881 | | | | | | | | | | | | 26.9 | | | | | | 27.5 | | | | | | (0.6) | | | | | | | | |

| IMBRUVICA | | | | | | 3,264 | | | | | | 3,784 | | | | | | | | | | | | (13.7) | | | | | | (13.2) | | | | | | (0.5) | | | | | | | | |

| ZYTIGA /abiraterone acetate | | | | | | 887 | | | | | | 1,770 | | | | | | | | | | | | (49.9) | | | | | | (48.4) | | | | | | (1.5) | | | | | | | | |

| Other Oncology | | | | | | 879 | | | | | | 438 | | | | | | | | | | | | * | | | | | | * | | | | | | * | | | | | | | | |

| Total Pulmonary Hypertension | | | | | | 3,815 | | | | | | 3,417 | | | | | | | | | | | | 11.6 | | | | | | 12.9 | | | | | | (1.3) | | | | | | | | |

| OPSUMIT | | | | | | 1,973 | | | | | | 1,783 | | | | | | | | | | | | 10.6 | | | | | | 11.6 | | | | | | (1.0) | | | | | | | | |

| UPTRAVI | | | | | | 1,582 | | | | | | 1,322 | | | | | | | | | | | | 19.7 | | | | | | 20.4 | | | | | | (0.7) | | | | | | | | |

| Other Pulmonary Hypertension | | | | | | 260 | | | | | | 313 | | | | | | | | | | | | (16.7) | | | | | | (12.0) | | | | | | (4.7) | | | | | | | | |

| XARELTO | | | | | | 2,365 | | | | | | 2,473 | | | | | | | | | | | | (4.4) | | | | | | (4.4) | | | | | | — | | | | | | | | |

| Other(3) | | | | | | 1,306 | | | | | | 1,414 | | | | | | | | | | | | (7.6) | | | | | | (7.4) | | | | | | (0.2) | | | | | | | | |

| Total Innovative Medicine Sales | | | | | | $54,759 | | | | | | 52,563 | | | | | | | | | | | | 4.2 | | % | | | | 4.8 | | % | | | | (0.6) | | % | | | | | | |

* Percentage greater than 100% or not meaningful

(2)Inclusive of RISPERDAL CONSTA which was previously disclosed separately

(3)Inclusive of INVOKANA which was previously disclosed separately

Increased sales of STELARA (ustekinumab) were primarily driven by patient mix, market growth, and continued strength in Inflammatory Bowel Disease.

Growth of TREMFYA (guselkumab) was due to market growth, continued strength in PsO/PsA (Psoriasis and Psoriatic Arthritis) and patient mix.

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

Growth was partially offset by declines in RISPERDAL/RISPERDAL CONSTA and the paliperidone long-acting injectables outside the U.S. due to the XEPLION loss of exclusivity in the European Union.

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 131,900] [added: 138,100] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

[removed: This Committee oversees and coordinates the activities of the Company's] [added: The Company is organized into] two business segments: Innovative Medicine [removed: (previously referred to as Pharmaceutical)] and MedTech.

Within the strategic parameters provided by the [added: Executive] Committee, senior management groups at U.S. and international operating companies are each responsible for their own strategic plans and the day-to-day operations of those companies.

Key products in the 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 [removed: arthritis;] [added: arthritis and ulcerative colitis;] EDURANT (rilpivirine), PREZISTA (darunavir) and PREZCOBIX/REZOLSTA (darunavir/cobicistat), antiretroviral medicines for the treatment of human immunodeficiency virus (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; SPRAVATO (Esketamine), a nasal spray, used along with an oral antidepressant, to treat adults with treatment-resistant depression (TRD) and 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 treatment of patients with relapsed/refractory multiple [removed: myeloma; ZYTIGA (abiraterone]

[added: myeloma; ZYTIGA (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; [added: TECVAYLI (teclistamab-cqyv), a ready-to-use bispecific antibody for adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy;] 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; 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 segment includes a broad portfolio of products used in the [removed: Interventional Solutions, Orthopaedics, Surgery] [added: cardiovascular, orthopaedics, surgery,] and [removed: Vision] [added: vision] categories.

[added: The Cardiovascular (previously referred to as] Interventional [removed: Solutions include] [added: solutions) portfolio includes] electrophysiology products [removed: (Biosense Webster)] to treat heart rhythm disorders, the heart recovery portfolio (Abiomed) which includes technologies to treat severe coronary artery disease requiring high-risk PCI or AMI cardiogenic shock, [added: circulatory restoration products (Shockwave) for the treatment of calcified coronary artery disease (CAD)] and [removed: Neurovascular] [added: peripheral artery disease (PAD), and neurovascular] care [removed: (Cerenovus)] that treats hemorrhagic and ischemic stroke.

The Orthopaedics portfolio [removed: (DePuy Synthes)] includes products and enabling technologies that support [removed: Hips, Knees, Trauma,] [added: hips, knees, trauma, spine, sports,] and [removed: Spine, Sports & Other.][added: others.]

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

[removed: Johnson & Johnson] Vision products include ACUVUE [removed: Brand] [added: brand] contact lenses and TECNIS intraocular lenses for cataract surgery.

These products are distributed to wholesalers, [removed: hospitals] [added: hospitals,] and [removed: retailers,] [added: retailers] and [added: are] used predominantly in the professional fields by physicians, nurses, hospitals, eye care [removed: professionals] [added: professionals,] and clinics.

The products sold in [added: the] international business include those developed in the U.S. and by subsidiaries abroad.

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 [added: pharmaceutical products prior to expiration of the applicable patents covering those products.]

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

Sales of the Company’s [added: second] largest product, STELARA (ustekinumab) accounted for approximately [removed: 12.8%] [added: 11.7%] of the Company's total revenues for fiscal [removed: 2023.][added: 2024.]

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

Sales of the Company’s [removed: second] largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately [removed: 11.4%] [added: 13.1%] of the Company's total revenues for fiscal [removed: 2023.][added: 2024.]

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

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

The Company is subject to costly and complex U.S. and foreign laws and governmental [removed: regulations] [added: regulations,] and any adverse regulatory action may materially adversely affect the Company's financial condition and business operations.

The [removed: 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.

Within the U.S., an increasing number of U.S. States have enacted comprehensive privacy [removed: laws] [added: 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.

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 [removed: (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.

If the U.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our pharmaceutical products or medical technologies are ineffective or pose an unreasonable [removed: health] [added: safety] 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, [added: withdraw approval for 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.

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

[added: 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.

In any event, we anticipate that the selected products will be subjected to a government-established price for the Medicare [removed: population.][added: population beginning in 2026.]

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 [removed: Inflation Reduction Act’s (IRA)] [added: IRA's] Medicare Drug Price Negotiation Program.

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 [added: while] CMS has [removed: yet to] publicly [removed: announce] [added: announced] the maximum fair price for each of the selected [removed: drugs.][added: drugs, implementation of the program is still in progress.]

As of December [added: 29, 2024 and December] 31, [removed: 2023,] [added: 2023] the number of employees was approximately:

| | | | [added: 2024 | | |] 2023 | | |

| Full-time equivalent (FTE) [removed: positions2] [added: positions(2)] | | | [added: 138,100 | | |] 131,900 | | |

[removed: 1“Employee”] [added: (1)“Employee”] is defined as an individual working full-time or part-time, excluding fixed term employees, interns and co-op employees.

[removed: 2FTE] [added: (2)FTE] 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: ]

- Attracting and recruiting [removed: the best] [added: top] talent

- Developing and retaining [added: top] talent

Underpinning these focus areas are ongoing efforts to cultivate and foster a culture built on [removed: diversity, equity and inclusion (DEI),] innovation, health, well-being and safety, [added: inclusion and belonging] where the Company's employees are encouraged to succeed both professionally and personally while helping the Company achieve its business goals.

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

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

The Chief Operating Decision Maker (CODM) is the Company's Chief Executive Officer (Principal Executive Officer).

The Executive Committee is Johnson & Johnson’s senior leadership team responsible for setting the strategy and priorities of the Company and driving accountability at all levels.

Significant legal proceedings

According to patent settlement and license agreements, the Company expects continued launches of biosimilar versions of STELARA in Europe and the United States in 2025 which will impact the Company’s sales of STELARA.

Although CMS published an explanation for how it determined prices for selected drugs in December 2024, uncertainty remains as to the methodology used to determine these prices.

The IRA specifies a ceiling price but not a minimum price for selected drugs and does not require CMS to use a specific framework for determining selected drug prices.

In April 2024, Janssen appealed the district court’s denial of its summary judgment motion to the Third Circuit.

| | | | | | | | | |

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

| Employees(1) | | | 139,800 | | | 134,400 | | |

Shockwave has been included in the fiscal 2024 headcount in the above table.

Our workforce

As stated in Our Credo, we are responsible to our employees who work with us throughout the world.

The Company is committed to cultivating, fostering and advancing an inclusive, credo-based work environment for employees that recognizes and rewards based on merit.

The Company is dedicated to the values in Our Credo and strives to meet the needs of its employees and stakeholders through compliance with law and the following evidence based strategies:

- Maintain a work environment where each person’s dignity is respected and they have an opportunity to advance based on their merit

Our approach with respect to our workforce is guided by applicable laws, internal and external insights, global best practices and employee feedback.

The Executive Committee of Johnson & Johnson is the principal management group responsible for the strategic operations and allocation of the resources of the Company.

Each subsidiary within the business segments is, with limited exceptions, managed by residents of the country where located.

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

| | | | | | |

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

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.

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

Janssen Biotech, Inc., a wholly-owned subsidiary of Johnson & Johnson, owns patents specifically related to STELARA.

The latest expiring United States composition of matter patent expired in 2023.

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 latest expiring European composition of matter patent (Supplementary Protection Certificate) expires in 2024.

Accordingly, the patents related to this product are believed to be material to the Company.

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

There remains uncertainty, however, regarding how the federal government will establish prices for the selected products, as the IRA specifies a ceiling price but not a minimum price.

| Employees1 | | | 134,400 | | |

Diversity, equity, and inclusion (DEI)

The Company is committed to workplace diversity and to cultivating, fostering, and advancing a culture of equity and inclusion.

The Company’s evidenced-based global enterprise Diversity, Equity and Inclusion strategy recognizes how DEI accelerates the Company's ability to meet the changing needs of the communities the Company serves in, as outlined in Our Credo.

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

The Company's DEI Mission is: *Make diversity, equity and inclusion how we work everyday*.

The Company's enterprise DEI Strategy is aligned to the DEI Vision and Mission and rests on four core pillars:

- Foster a culture of inclusion where every individual belongs

- Transform talent and business processes to achieve equitable opportunities for all

The Company's DEI strategy is guided by internal and external insights, global best practices and continual employee feedback and recognizes that while diversity changes by location, inclusion is the same everywhere.

In recognition of the Company’s commitment to help employees balance their personal and professional responsibilities, the Company enhanced its caregiver, bereavement, and volunteer paid leave benefits, effective July 2023.

For the fiscal year ended December [removed: 31, 2023][added: 29, 2024]

| [removed: 0.650%] [added: 3.20%] Notes Due [removed: May 2024] [added: November 2032] | | | [removed: JNJ24C] [added: JNJ32] | | | New York Stock Exchange | | |

| [removed: 5.50%] [added: 3.350%] Notes Due November [removed: 2024] [added: 2036] | | | [removed: JNJ24BP] [added: JNJ36A] | | | New York Stock Exchange | | |

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: $430] [added: $352] billion.

On February [removed: 9, 2024,] [added: 6, 2025,] there were [removed: 2,408,767,228] [added: 2,407,616,693] shares of Common Stock outstanding.

| Part III: | | | Portions of the registrant’s proxy statement for its [removed: 2024] [added: 2025] annual meeting of shareholders [added: to be] 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”). | | |

| [removed: 1C.] [added: [1C.](#i4b4bd2fffa0147e7914e1841a5c21924_61)] | | | | | | [removed: [Cybersecurity](#i2cebb53a37dd4169a34d8ba1e8fcba84_1649267444551)] [added: [Cybersecurity](#i4b4bd2fffa0147e7914e1841a5c21924_61)] | | | [removed: [17](#i2cebb53a37dd4169a34d8ba1e8fcba84_1649267444551)] [added: [17](#i4b4bd2fffa0147e7914e1841a5c21924_61)] | | |

| [removed: 5] [added: [5](#i4b4bd2fffa0147e7914e1841a5c21924_79)] | | | | | | [Market [removed: 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)] [added: for](#i4b4bd2fffa0147e7914e1841a5c21924_79) [r](#i4b4bd2fffa0147e7914e1841a5c21924_79)[egistrant’s](#i4b4bd2fffa0147e7914e1841a5c21924_79) [c](#i4b4bd2fffa0147e7914e1841a5c21924_79)[ommon](#i4b4bd2fffa0147e7914e1841a5c21924_79) [e](#i4b4bd2fffa0147e7914e1841a5c21924_79)[quity,](#i4b4bd2fffa0147e7914e1841a5c21924_79) [r](#i4b4bd2fffa0147e7914e1841a5c21924_79)[elated](#i4b4bd2fffa0147e7914e1841a5c21924_79) [s](#i4b4bd2fffa0147e7914e1841a5c21924_79)[tockholder](#i4b4bd2fffa0147e7914e1841a5c21924_79) [m](#i4b4bd2fffa0147e7914e1841a5c21924_79)[atters and](#i4b4bd2fffa0147e7914e1841a5c21924_79) [i](#i4b4bd2fffa0147e7914e1841a5c21924_79)[ssuer](#i4b4bd2fffa0147e7914e1841a5c21924_79) [p](#i4b4bd2fffa0147e7914e1841a5c21924_79)[urchases of](#i4b4bd2fffa0147e7914e1841a5c21924_79) [e](#i4b4bd2fffa0147e7914e1841a5c21924_79)[quity](#i4b4bd2fffa0147e7914e1841a5c21924_79) [s](#i4b4bd2fffa0147e7914e1841a5c21924_79)[ecurities](#i4b4bd2fffa0147e7914e1841a5c21924_79)] | | | [removed: [21](#i2cebb53a37dd4169a34d8ba1e8fcba84_76)] [added: [21](#i4b4bd2fffa0147e7914e1841a5c21924_79)] | | |

- Challenges to the Company’s ability to [removed: obtain] [added: secure] and [removed: protect] [added: maintain] adequate patent and other intellectual property rights for new and existing products and technologies in the United States and other important markets;

- Changes in domestic and international tax laws and regulations, increasing audit scrutiny by tax authorities around the world [removed: and] [added: may cause] exposures to additional tax liabilities potentially in excess of existing reserves; and

Risks related to the Company’s strategic [removed: initiatives,] [added: initiatives and] healthcare market [removed: trends and the realization of benefits from the separation of the Company’s Consumer Health Business][added: trends]

- The potential that the expected strategic benefits and opportunities from any planned or completed acquisition or divestiture by the [removed: Company] [added: Company, including the divestment of Kenvue Inc.,] may not be realized or may take longer to realize than expected; [added: and]

- The potential that the expected benefits and opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than [removed: expected;][added: expected.]

- Potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs and potential drug reimportation [removed: legislation;][added: legislation, and the impact of such changes on raw material prices, supply chains market volatility and the pace of product development;]

| 3.550% Notes Due November 2044 | | | JNJ44 | | | New York Stock Exchange | | |

| | | | | | | | | |

| [P](#i4b4bd2fffa0147e7914e1841a5c21924_13)[art](#i4b4bd2fffa0147e7914e1841a5c21924_13) [I](#i4b4bd2fffa0147e7914e1841a5c21924_13) | | | | | | | | | | | |

| [1](#i4b4bd2fffa0147e7914e1841a5c21924_16) | | | | | | [Business](#i4b4bd2fffa0147e7914e1841a5c21924_16) | | | [1](#i4b4bd2fffa0147e7914e1841a5c21924_16) | | |

| | | | | | | [General](#i4b4bd2fffa0147e7914e1841a5c21924_19) | | | [1](#i4b4bd2fffa0147e7914e1841a5c21924_19) | | |

| | | | | | | [Segments of business](#i4b4bd2fffa0147e7914e1841a5c21924_22) | | | [1](#i4b4bd2fffa0147e7914e1841a5c21924_22) | | |

| | | | | | | [Geographic areas](#i4b4bd2fffa0147e7914e1841a5c21924_25) | | | [2](#i4b4bd2fffa0147e7914e1841a5c21924_25) | | |

| | | | | | | [Raw materials](#i4b4bd2fffa0147e7914e1841a5c21924_28) | | | [2](#i4b4bd2fffa0147e7914e1841a5c21924_28) | | |

| | | | | | | [Patents](#i4b4bd2fffa0147e7914e1841a5c21924_31) | | | [2](#i4b4bd2fffa0147e7914e1841a5c21924_31) | | |

| | | | | | | [Trademarks](#i4b4bd2fffa0147e7914e1841a5c21924_34) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_37) | | |

| | | | | | | [Seasonality](#i4b4bd2fffa0147e7914e1841a5c21924_37) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_37) | | |

| | | | | | | [Competition](#i4b4bd2fffa0147e7914e1841a5c21924_40) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_40) | | |

| | | | | | | [Environment](#i4b4bd2fffa0147e7914e1841a5c21924_43) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_43) | | |

| | | | | | | [Regulation](#i4b4bd2fffa0147e7914e1841a5c21924_46) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_46) | | |

| | | | | | | [Employees and human capital management](#i4b4bd2fffa0147e7914e1841a5c21924_49) | | | [6](#i4b4bd2fffa0147e7914e1841a5c21924_49) | | |

| | | | | | | [Available information](#i4b4bd2fffa0147e7914e1841a5c21924_52) | | | [8](#i4b4bd2fffa0147e7914e1841a5c21924_52) | | |

| [1A.](#i4b4bd2fffa0147e7914e1841a5c21924_55) | | | | | | [Risk factors](#i4b4bd2fffa0147e7914e1841a5c21924_55) | | | [9](#i4b4bd2fffa0147e7914e1841a5c21924_55) | | |

| [1B.](#i4b4bd2fffa0147e7914e1841a5c21924_58) | | | | | | [Unresolved staff comments](#i4b4bd2fffa0147e7914e1841a5c21924_58) | | | [17](#i4b4bd2fffa0147e7914e1841a5c21924_58) | | |

| [2](#i4b4bd2fffa0147e7914e1841a5c21924_64) | | | | | | [Properties](#i4b4bd2fffa0147e7914e1841a5c21924_64) | | | [18](#i4b4bd2fffa0147e7914e1841a5c21924_64) | | |

| [3](#i4b4bd2fffa0147e7914e1841a5c21924_67) | | | | | | [Legal proceedings](#i4b4bd2fffa0147e7914e1841a5c21924_67) | | | [18](#i4b4bd2fffa0147e7914e1841a5c21924_67) | | |

| [4](#i4b4bd2fffa0147e7914e1841a5c21924_70) | | | | | | [Mine safety disclosures](#i4b4bd2fffa0147e7914e1841a5c21924_70) | | | [18](#i4b4bd2fffa0147e7914e1841a5c21924_70) | | |

| | | | | | | [Executive officers of the registrant](#i4b4bd2fffa0147e7914e1841a5c21924_73) | | | [19](#i4b4bd2fffa0147e7914e1841a5c21924_73) | | |

| [P](#i4b4bd2fffa0147e7914e1841a5c21924_76)[art](#i4b4bd2fffa0147e7914e1841a5c21924_76) [II](#i4b4bd2fffa0147e7914e1841a5c21924_76) | | | | | | | | | | | |

| [6](#i4b4bd2fffa0147e7914e1841a5c21924_82) | | | | | | [(Reserved)](#i4b4bd2fffa0147e7914e1841a5c21924_82) | | | [21](#i4b4bd2fffa0147e7914e1841a5c21924_82) | | |

| [7](#i4b4bd2fffa0147e7914e1841a5c21924_88) | | | | | | [Management’s discussion and analysis of results of operations and financial condition](#i4b4bd2fffa0147e7914e1841a5c21924_88) | | | [22](#i4b4bd2fffa0147e7914e1841a5c21924_88) | | |

| [7A.](#i4b4bd2fffa0147e7914e1841a5c21924_109) | | | | | | [Quantitative and qualitative disclosures about market risk](#i4b4bd2fffa0147e7914e1841a5c21924_109) | | | [42](#i4b4bd2fffa0147e7914e1841a5c21924_109) | | |

| [8](#i4b4bd2fffa0147e7914e1841a5c21924_112) | | | | | | [Financial statements and supplementary data](#i4b4bd2fffa0147e7914e1841a5c21924_112) | | | [43](#i4b4bd2fffa0147e7914e1841a5c21924_112) | | |

| [9](#i4b4bd2fffa0147e7914e1841a5c21924_250) | | | | | | [Changes in and disagreements with accountants on accounting and financial disclosure](#i4b4bd2fffa0147e7914e1841a5c21924_250) | | | [113](#i4b4bd2fffa0147e7914e1841a5c21924_250) | | |

| [9A.](#i4b4bd2fffa0147e7914e1841a5c21924_253) | | | | | | [Controls and procedures](#i4b4bd2fffa0147e7914e1841a5c21924_253) | | | [113](#i4b4bd2fffa0147e7914e1841a5c21924_253) | | |

| [9B.](#i4b4bd2fffa0147e7914e1841a5c21924_256) | | | | | | [Other information](#i4b4bd2fffa0147e7914e1841a5c21924_256) | | | [113](#i4b4bd2fffa0147e7914e1841a5c21924_256) | | |

| [9C.](#i4b4bd2fffa0147e7914e1841a5c21924_259) | | | | | | [Disclosure](#i4b4bd2fffa0147e7914e1841a5c21924_259) [regarding foreign jurisdictions that prevent inspections](#i4b4bd2fffa0147e7914e1841a5c21924_259) | | | [113](#i4b4bd2fffa0147e7914e1841a5c21924_259) | | |

| [P](#i4b4bd2fffa0147e7914e1841a5c21924_262)[art](#i4b4bd2fffa0147e7914e1841a5c21924_262) [III](#i4b4bd2fffa0147e7914e1841a5c21924_262) | | | | | | | | | | | |

| [10](#i4b4bd2fffa0147e7914e1841a5c21924_265) | | | | | | [Directors, executive officers and corporate governance](#i4b4bd2fffa0147e7914e1841a5c21924_265) | | | [114](#i4b4bd2fffa0147e7914e1841a5c21924_265) | | |

| [11](#i4b4bd2fffa0147e7914e1841a5c21924_268) | | | | | | [Executive compensation](#i4b4bd2fffa0147e7914e1841a5c21924_268) | | | [114](#i4b4bd2fffa0147e7914e1841a5c21924_268) | | |

| [12](#i4b4bd2fffa0147e7914e1841a5c21924_271) | | | | | | [Security ownership of certain beneficial owners and management and related stockholder matters](#i4b4bd2fffa0147e7914e1841a5c21924_271) | | | [114](#i4b4bd2fffa0147e7914e1841a5c21924_271) | | |

| [13](#i4b4bd2fffa0147e7914e1841a5c21924_274) | | | | | | [Certain relationships and related transactions, and director independence](#i4b4bd2fffa0147e7914e1841a5c21924_274) | | | [115](#i4b4bd2fffa0147e7914e1841a5c21924_274) | | |

| [14](#i4b4bd2fffa0147e7914e1841a5c21924_277) | | | | | | [Principal accountant fees and services](#i4b4bd2fffa0147e7914e1841a5c21924_277) | | | [115](#i4b4bd2fffa0147e7914e1841a5c21924_277) | | |

| [P](#i4b4bd2fffa0147e7914e1841a5c21924_280)[art](#i4b4bd2fffa0147e7914e1841a5c21924_280) [IV](#i4b4bd2fffa0147e7914e1841a5c21924_280) | | | | | | | | | | | |

| [15](#i4b4bd2fffa0147e7914e1841a5c21924_283) | | | | | | [Exhibits and financial statement schedules](#i4b4bd2fffa0147e7914e1841a5c21924_283) | | | [116](#i4b4bd2fffa0147e7914e1841a5c21924_283) | | |

| [16](#i4b4bd2fffa0147e7914e1841a5c21924_286) | | | | | | [Form 10-K summary](#i4b4bd2fffa0147e7914e1841a5c21924_286) | | | [116](#i4b4bd2fffa0147e7914e1841a5c21924_286) | | |

| [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) | | |

| 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) | | | | | | | | | | | |

| 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) | | |

| 9A. | | | | | | [Controls and](#i2cebb53a37dd4169a34d8ba1e8fcba84_247) [p](#i2cebb53a37dd4169a34d8ba1e8fcba84_247)[rocedures](#i2cebb53a37dd4169a34d8ba1e8fcba84_247) | | | [112](#i2cebb53a37dd4169a34d8ba1e8fcba84_247) | | |

| 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) | | |

| 12 | | | | | | [Security](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [o](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[wnership of](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[ertain](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [b](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[eneficial](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [o](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[wners and](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [m](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[anagement and](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[elated](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[tockholder](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) [m](#i2cebb53a37dd4169a34d8ba1e8fcba84_265)[atters](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) | | | [113](#i2cebb53a37dd4169a34d8ba1e8fcba84_265) | | |

| 13 | | | | | | [Certain](#i2cebb53a37dd4169a34d8ba1e8fcba84_268) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_268)[elationships and](#i2cebb53a37dd4169a34d8ba1e8fcba84_268) [r](#i2cebb53a37dd4169a34d8ba1e8fcba84_268)[elated](#i2cebb53a37dd4169a34d8ba1e8fcba84_268) [t](#i2cebb53a37dd4169a34d8ba1e8fcba84_268)[ransactions, and](#i2cebb53a37dd4169a34d8ba1e8fcba84_268) [d](#i2cebb53a37dd4169a34d8ba1e8fcba84_268)[irector](#i2cebb53a37dd4169a34d8ba1e8fcba84_268) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_268)[ndependence](#i2cebb53a37dd4169a34d8ba1e8fcba84_268) | | | [114](#i2cebb53a37dd4169a34d8ba1e8fcba84_268) | | |

| 14 | | | | | | [Principal](#i2cebb53a37dd4169a34d8ba1e8fcba84_271) [a](#i2cebb53a37dd4169a34d8ba1e8fcba84_271)[ccountant](#i2cebb53a37dd4169a34d8ba1e8fcba84_271) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_271)[ees and](#i2cebb53a37dd4169a34d8ba1e8fcba84_271) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_271)[ervices](#i2cebb53a37dd4169a34d8ba1e8fcba84_271) | | | [114](#i2cebb53a37dd4169a34d8ba1e8fcba84_271) | | |

| [P](#i2cebb53a37dd4169a34d8ba1e8fcba84_274)[art](#i2cebb53a37dd4169a34d8ba1e8fcba84_274) [IV](#i2cebb53a37dd4169a34d8ba1e8fcba84_274) | | | | | | | | | | | |

| 15 | | | | | | [Exhibits and](#i2cebb53a37dd4169a34d8ba1e8fcba84_277) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_277)[inancial](#i2cebb53a37dd4169a34d8ba1e8fcba84_277) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_277)[tatement](#i2cebb53a37dd4169a34d8ba1e8fcba84_277) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_277)[chedules](#i2cebb53a37dd4169a34d8ba1e8fcba84_277) | | | [115](#i2cebb53a37dd4169a34d8ba1e8fcba84_277) | | |

| 16 | | | | | | [Form 10-K](#i2cebb53a37dd4169a34d8ba1e8fcba84_280) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_280)[ummary](#i2cebb53a37dd4169a34d8ba1e8fcba84_280) | | | [115](#i2cebb53a37dd4169a34d8ba1e8fcba84_280) | | |

| | | | | | | [Signatures](#i2cebb53a37dd4169a34d8ba1e8fcba84_283) | | | [116](#i2cebb53a37dd4169a34d8ba1e8fcba84_283) | | |

| | | | | | | [Exhibit](#i2cebb53a37dd4169a34d8ba1e8fcba84_286) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_286)[ndex](#i2cebb53a37dd4169a34d8ba1e8fcba84_286) | | | [118](#i2cebb53a37dd4169a34d8ba1e8fcba84_286) | | |

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 [removed: the prevention, mitigation,] [added: security incident] detection, [added: response,] and [removed: remediation of cybersecurity incidents.][added: recovery.]

The CISO provides [removed: at least two] [added: quarterly] updates each year to RCSC on cybersecurity matters.

The Company's subsidiaries operate [removed: 61] [added: 64] manufacturing facilities occupying approximately [removed: 9.8] [added: 9.6] million square feet of floor space.

| Innovative Medicine | | | [removed: 5,026] [added: 4,696] | | |

| Worldwide Total | | | [removed: 9,808] [added: 9,607] | | |

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

Outside of the U.S., [removed: 13] [added: 14] facilities are used by the Innovative Medicine segment and [removed: 25] [added: 27] by the MedTech segment.

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

| United States | | | 23 | | | [removed: 2,973] | | | [added: 2,892 | | |]

| Western Hemisphere, excluding U.S. | | | [removed: 5] [added: 7] | | | [removed: 692] | | | [added: 898 | | |]

| Africa, Asia and Pacific | | | 13 | | | [removed: 1,243] | | | [added: 1,296 | | |]

| Worldwide Total | | | [removed: 61] [added: 64] | | | [removed: 9,808] | | | [added: 9,607 | | |]

| MedTech | | | 4,911 | | |

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

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

| Europe | | | 21 | | | | | | 4,521 | | |

| MedTech | | | 4,782 | | |

| | | | | | | | | |

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

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

[added: |  | | | Joaquin Duato, 62 Chairman of the Board; Chief Executive Officer] Mr. [added: J.] Duato [added: became Chairman of the Board of Directors in 2023 subsequent to his appointments as Chief Executive Officer and Director in 2022. Mr. Duato was appointed to the Executive Committee in 2016 when he was named Executive Vice President, Worldwide Chairman, Pharmaceuticals and subsequently served as Vice Chairman of the Executive Committee. 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. [added: | | |]

[added: |  | | | Elizabeth Forminard, 54 Member, Executive Committee; Executive Vice President, Chief Legal Officer] Ms. [added: E.] Forminard [added: was appointed Executive Vice President, Chief Legal Officer and a member of the Executive Committee in 2022. 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. [added: | | |]

[added: |  | | | Tim Schmid, 55 Member, Executive Committee; Executive Vice President, Worldwide Chairman, MedTech Mr. T. Schmid was appointed Executive Vice President, Worldwide Chairman, MedTech and a member of the Executive Committee in 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. [added: | | |]

[added: |  | | | Jennifer L. Taubert, 61 Member, Executive Committee; Executive Vice President, Worldwide Chairman, Innovative Medicine Ms. J. L. Taubert was appointed Executive Vice President, Worldwide Chairman, Innovative Medicine (formerly Pharmaceuticals) and a member of the Executive Committee in 2018.] She joined the Company in 2005 as Worldwide Vice President and held several executive positions of increasing responsibility in the Pharmaceuticals sector, including Company Group Chairman, North America, and Company Group Chairman, The Americas from 2012-2018. [added: | | |]

[added: |  | | | Joseph J. Wolk, 58 Member, Executive Committee; Executive Vice President, Chief Financial Officer Mr. J. J. Wolk was appointed Executive Vice President, Chief Financial Officer and a member of the Executive Committee in 2018. 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. [added: | | |]

|  | | | Vanessa Broadhurst, 56 Member, Executive Committee; Executive Vice President, Global Corporate Affairs Ms. V. Broadhurst was named Executive Vice President, Global Corporate Affairs and appointed to the Executive Committee in 2022. Ms. Broadhurst rejoined the Company in 2017 and was appointed Company Group Chairman, Global Commercial Strategy Organization in 2018. From 2013 to 2017, she held General Manager roles at Amgen in Inflammation & Cardiovascular, and Cardiovascular & Bone. Prior to her roles at Amgen, she served in various leadership roles at the Company from 2005-2013. | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

|  | | | Kristen Mulholland, 58 Member, Executive Committee; Executive Vice President, Chief Human Resources Officer Ms. K. Mulholland was appointed Executive Vice President, Chief Human Resources Officer and appointed to the Executive Committee in 2024. She joined the company in 2005 and has held HR leadership positions across the full breadth of the company including MedTech, Innovative Medicines, our Corporate Functions and Corporate HR Services including Performance and Development and most recently, Global Total Rewards. | | |

| | | | | | |

| | | | | | |

|  | | | John C. Reed, M.D., Ph.D., 66 Member, Executive Committee; Executive Vice President, Innovative Medicine, R&D 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. | | |

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

| | | | | | |

| | | | | | |

| | | | | | |

|  | | | James Swanson, 59 Member, Executive Committee; Executive Vice President, Chief Information Officer Mr. J. Swanson was appointed Executive Vice President, Chief Information Officer and a member of the Executive Committee in 2022. 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 Chief Information Officer and Head of Digital Transformation. From 1996 to 2005, Mr. Swanson held positions of increasing responsibility at the Company, including Project Manager, Director IT, Sr. Director IT and Vice President, Chief Information Officer. | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

|  | | | Kathryn E. Wengel, 59 Member, Executive Committee; Executive Vice President, Chief Technical Operations & Risk Officer Ms. K. E. Wengel was appointed Executive Vice President, Chief Technical Operations & Risk 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. Ms. Wengel first joined the Company in 1988 as Project Engineer and Engineering Supervisor at Janssen, a subsidiary of the Company. During her tenure with the Company, she has held a variety of strategic leadership and executive positions, including in roles within operations, quality, engineering, new products, information technology, and other technical and business functions. | | |

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| | | | | | |

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

| | | | | | | | | |

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

| Name | | | Age | | | Position | | |

| Vanessa Broadhurst | | | 55 | | | Member, Executive Committee; Executive Vice President, Global Corporate Affairs(a) | | |

| Joaquin Duato | | | 61 | | | Chairman of the Board; Chief Executive Officer(b) | | |

| Peter M. Fasolo, Ph.D. | | | 61 | | | Member, Executive Committee; Executive Vice President, Chief Human Resources Officer(c) | | |

| Elizabeth Forminard | | | 53 | | | Member, Executive Committee; Executive Vice President, General Counsel(d) | | |

| William N. Hait, M.D., Ph. D. | | | 74 | | | Member, Executive Committee; Executive Vice President, Chief External Innovation and Medical Officer(e) | | |

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

| Tim Schmid | | | 54 | | | Member, Executive Committee; Executive Vice President, Worldwide Chairman, MedTech(g) | | |

| James Swanson | | | 58 | | | Member, Executive Committee; Executive Vice President, Chief Information Officer(h) | | |

| Jennifer L. Taubert | | | 60 | | | Member, Executive Committee; Executive Vice President, Worldwide Chairman, Innovative Medicine(i) | | |

| Kathryn E. Wengel | | | 58 | | | Member, Executive Committee; Executive Vice President, Chief Technical Operations & Risk Officer(j) | | |

| Joseph J. Wolk | | | 57 | | | Member, Executive Committee; Executive Vice President, Chief Financial Officer(k) | | |

(a)Ms. V. Broadhurst was named Executive Vice President, Global Corporate Affairs and appointed to the Executive Committee in 2022.

Ms. Broadhurst rejoined the Company in 2017 and was appointed Company Group Chairman, Global Commercial Strategy Organization in 2018.

From 2013 to 2017, she held General Manager roles at Amgen in Inflammation & Cardiovascular, and Cardiovascular & Bone.

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

(b)Mr. J. Duato became Chairman of the Board of Directors in January 2023 subsequent to his appointments as Chief Executive Officer and Director in January 2022.

Mr. Duato was appointed to the Executive Committee in 2016 when he was named Executive Vice President, Worldwide Chairman, Pharmaceuticals and subsequently served as Vice Chairman of the Executive Committee.

(c)Dr. P. M. Fasolo was appointed to the Executive Committee in 2011 and was named Executive Vice President, Chief Human Resources Officer in 2016.

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 Officer and returned to the Company in 2010 as the Vice President, Global Human Resources.

(d)Ms. E. Forminard was appointed as Executive Vice President, General Counsel and a member of the Executive Committee in October 2022.

(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 Committee in 2022.

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

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.

(h)Mr. J. Swanson was appointed Executive Vice President, Chief Information Officer and a member of the Executive Committee in 2022.

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 Chief Information Officer and Head of Digital Transformation.

From 1996 to 2005, Mr. Swanson held positions of increasing responsibility at the Company, including Project Manager, Director IT, Sr. Director IT and Vice President, Chief Information Officer.

(i)Ms. J. L. Taubert was appointed Executive Vice President, Worldwide Chairman, Innovative Medicine (formerly Pharmaceuticals) and a member of the Executive Committee in 2018.

(j)Ms. K. E. Wengel was appointed Executive Vice President, Chief Technical Operations & Risk 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.

Ms. Wengel first joined the Company in 1988 as Project Engineer and Engineering Supervisor at Janssen, a subsidiary of the Company.

During her tenure with the Company, she has held a variety of strategic leadership and executive positions, including in roles within operations, quality, engineering, new products, information technology, and other technical and business functions.

(k)Mr. J. J. Wolk was appointed Executive Vice President, Chief Financial Officer and a member of the Executive Committee in July 2018.

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

As of February [removed: 9, 2024,] [added: 6, 2025,] there were [removed: 118,772] [added: 114,147] 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: 2023.][added: 2024.]

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

| November [removed: 27, 2023] [added: 25, 2024] through December [removed: 31, 2023] [added: 29, 2024] | | | | | | [removed: 1,265,000] [added: 150,000] | | | | | | [removed: $156.76] [added: $152.96] | | | | | | — | | | | | | — | | |

(1)During the fiscal fourth quarter of [removed: 2023,] [added: 2024,] the Company repurchased an aggregate of [removed: 1,390,000] [added: 1,603,278] shares of Johnson & Johnson Common Stock in open-market transactions, all of which were purchased as part of a systematic plan to meet the needs of the Company’s compensation programs.

| September 30, 2024 through October 27, 2024 | | | | | | 621,412 | | | | | | $163.13 | | | | | | — | | | | | | — | | |

| October 28, 2024 through November 24, 2024 | | | | | | 831,866 | | | | | | $158.98 | | | | | | — | | | | | | — | | |

| Total | | | | | | 1,603,278 | | | | | | | | | | | | — | | | | | | | | |

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

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 | | | | | | — | | | | | | — | | |

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

Johnson & Johnson and subsidiaries consolidated balance sheetsAt December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023

| | | | [added: 2024 | | |] 2023 | | | 2022 | | |

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

| Cash and cash equivalents (Notes 1 and 2) | | | [removed: $21,859] [added: $24,105] | | | [removed: 12,889] [added: 21,859] | | |

| Marketable securities (Notes 1 and 2) | | | [removed: 1,068] [added: 417] | | | [removed: 9,392] [added: 1,068] | | |

| Accounts receivable trade, less allowances [removed: $166 (2022, $169)] [added: $167 (2023, $166)] | | | [removed: 14,873] [added: 14,842] | | | [removed: 14,039] [added: 14,873] | | |

| Inventories (Notes 1 and 3) | | | [removed: 11,181] [added: 12,444] | | | [removed: 10,268] [added: 11,181] | | |

| Prepaid expenses and other receivables | | | [removed: 4,514] [added: 4,085] | | | [removed: 2,876] [added: 4,514] | | |

| Total current assets | | | [removed: 53,495] [added: 55,893] | | | [removed: 55,294] [added: 53,495] | | |

| Property, plant and equipment, net (Notes 1 and 4) | | | [removed: 19,898] [added: 20,518] | | | [removed: 17,982] [added: 19,898] | | |

| Intangible assets, net (Notes 1 and 5) | | | [removed: 34,175] [added: 37,618] | | | [removed: 38,489] [added: 34,175] | | |

| Goodwill (Notes 1 and 5) | | | [removed: 36,558] [added: 44,200] | | | [removed: 36,047] [added: 36,558] | | |

| Deferred taxes on income (Note 8) | | | [removed: 9,279] [added: 10,461] | | | [removed: 8,947] [added: 9,279] | | |

| Other assets | | | [removed: 14,153] [added: 11,414] | | | [removed: 9,212] [added: 14,153] | | |

| Loans and notes payable (Note 7) | | | [removed: $3,451] [added: $5,983] | | | [removed: 12,756] [added: 3,451] | | |

| Accounts payable | | | [removed: 9,632] [added: 10,311] | | | [removed: 9,889] [added: 9,632] | | |

| Accrued liabilities | | | [removed: 10,212] [added: 8,549] | | | [removed: 10,719] [added: 10,212] | | |

| Accrued rebates, returns and promotions | | | [removed: 16,001] [added: 17,580] | | | [removed: 13,579] [added: 16,001] | | |

| Accrued compensation and employee related obligations | | | [removed: 3,993] [added: 4,126] | | | [removed: 3,049] [added: 3,993] | | |

| Accrued taxes on income (Note 8) | | | [removed: 2,993] [added: 3,772] | | | [removed: 2,220] [added: 2,993] | | |

| Total current liabilities | | | [removed: 46,282] [added: 50,321] | | | [removed: 55,802] [added: 46,282] | | |

| Long-term debt (Note 7) | | | [removed: 25,881] [added: 30,651] | | | [removed: 26,886] [added: 25,881] | | |

| Deferred taxes on income (Note 8) | | | [removed: 3,193] [added: 2,448] | | | [removed: 3,991] [added: 3,193] | | |

| Employee related obligations (Notes 9 and 10) | | | [removed: 7,149] [added: 7,255] | | | [removed: 6,542] [added: 7,149] | | |

| Long-term taxes payable (Note 1) | | | [removed: 2,881] [added: 390] | | | [removed: 4,306] [added: 2,881] | | |

| Other liabilities | | | [removed: 13,398] [added: 17,549] | | | [removed: 10,146] [added: 13,398] | | |

| Total liabilities | | | [removed: 98,784] [added: 108,614] | | | [removed: 110,574] [added: 98,784] | | |

| Accumulated other comprehensive income (loss) (Note 13) | | | [removed: (12,527)] [added: (11,741)] | | | [removed: (12,967)] [added: (12,527)] | | |

| Retained earnings and Additional-paid-in-capital | | | [removed: 153,843] [added: 155,791] | | | [removed: 128,345] [added: 153,843] | | |

| Less: common stock held in treasury, at cost (Note 12) [removed: (712,765,000] [added: (712,921,000] shares and [removed: 506,246,000] [added: 712,765,000] shares) | | | [removed: 75,662] [added: 75,680] | | | [removed: 41,694] [added: 75,662] | | |

| Total shareholders’ equity | | | [removed: 68,774] [added: 71,490] | | | [removed: 76,804] [added: 68,774] | | |

| Total liabilities and shareholders’ equity | | | [removed: $167,558] [added: $180,104] | | | [removed: 187,378] [added: 167,558] | | |

| | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Sales to customers | | | [removed: $85,159] [added: $88,821] | | | [removed: 79,990] [added: 85,159] | | | [removed: 78,740] [added: 79,990] | | |

| Cost of products sold | | | [removed: 26,553] [added: 27,471] | | | [removed: 24,596] [added: 26,553] | | | [removed: 23,402] [added: 24,596] | | |

| Gross profit | | | [removed: 58,606] [added: 61,350] | | | [removed: 55,394] [added: 58,606] | | | [removed: 55,338] [added: 55,394] | | |

| Selling, marketing and administrative expenses | | | [removed: 21,512] [added: 22,869] | | | [removed: 20,246] [added: 21,512] | | | [removed: 20,118] [added: 20,246] | | |

| Research and development expense | | | [removed: 15,085] [added: 17,232] | | | [removed: 14,135] [added: 15,085] | | | [removed: 14,277] [added: 14,135] | | |

| In-process research and development impairments | | | [removed: 313] [added: 211] | | | [removed: 783] [added: 313] | | | [removed: 900] [added: 783] | | |

| Interest income | | | [removed: (1,261)] [added: (1,332)] | | | [removed: (490)] [added: (1,261)] | | | [removed: (53)] [added: (490)] | | |

| [Consolidated balance sheets](#i4b4bd2fffa0147e7914e1841a5c21924_118) | | | [44](#i4b4bd2fffa0147e7914e1841a5c21924_118) | | |

| [Consolidated statements of earnings](#i4b4bd2fffa0147e7914e1841a5c21924_124) | | | [45](#i4b4bd2fffa0147e7914e1841a5c21924_124) | | |

| [Consolidated statements of comprehensive income](#i4b4bd2fffa0147e7914e1841a5c21924_127) | | | [46](#i4b4bd2fffa0147e7914e1841a5c21924_127) | | |

| [Consolidated statements of equity](#i4b4bd2fffa0147e7914e1841a5c21924_133) | | | [47](#i4b4bd2fffa0147e7914e1841a5c21924_133) | | |

| [Consolidated statements of cash flows](#i4b4bd2fffa0147e7914e1841a5c21924_139) | | | [48](#i4b4bd2fffa0147e7914e1841a5c21924_139) | | |

| [Notes to consolidated financial statements](#i4b4bd2fffa0147e7914e1841a5c21924_142) | | | [50](#i4b4bd2fffa0147e7914e1841a5c21924_142) | | |

| [Report of independent registered public accounting firm](#i4b4bd2fffa0147e7914e1841a5c21924_238) [(PCAOB ID](#i4b4bd2fffa0147e7914e1841a5c21924_238) 238) | | | [107](#i4b4bd2fffa0147e7914e1841a5c21924_238) | | |

| [Management’s report on internal control over financial reporting](#i4b4bd2fffa0147e7914e1841a5c21924_241) | | | [110](#i4b4bd2fffa0147e7914e1841a5c21924_241) | | |

| Total assets | | | $180,104 | | | 167,558 | | |

| Balance, December 29, 2024 | | | $71,490 | | | 155,791 | | | (11,741) | | | 3,120 | | | (75,680) | | |

| Settlement of convertible debt acquired from Shockwave | | | (970) | | | — | | | — | | |

As of the closing of the IPO, Johnson & Johnson owned approximately 89.6% of the total outstanding shares of Kenvue Common Stock and at July 2, 2023, the

In the fiscal second quarter of 2024 the Company completed a debt for equity exchange of the retained stake in Kenvue.

Upon completion of the debt for equity exchange, the Company no longer owns any shares of Kenvue Common Stock.

The standard was applied retrospectively to all periods presented in the financial statements.

As this accounting standard only impacts disclosures, it did not have a material impact on the Company’s Consolidated Financial Statements.

See Note 17 for the required disclosures.

ASU 2024-03: Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

This update requires disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis.

volume-based sales incentive programs.

The final payment of $2.5 billion will be made in fiscal year 2025.

Supplier finance program obligations

The rollforward of the Company's valid obligations under the program were as follows:

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

| Confirmed obligations - beginning of the year | | | | | | $704 | | |

| Invoices confirmed during the year | | | | | | 3,048 | | |

| Confirmed invoices paid during the year | | | | | | 2,964 | | |

| Confirmed obligations - end of the year | | | | | | $788 | | |

| (Dollars in Millions) | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash | | | | | | $2,918 | | | | | | — | | | | | | | | | | | | 2,918 | | | | | | 2,918 | | | | | | — | | |

| Non-U.S. Sovereign Securities(1) | | | | | | 120 | | | | | | — | | | | | | | | | | | | 120 | | | | | | — | | | | | | 120 | | |

| Subtotal | | | | | | $17,306 | | | | | | — | | | | | | | | | | | | 17,306 | | | | | | 17,186 | | | | | | 120 | | |

| U.S. Gov't Securities | | | | | | $6,815 | | | | | | 1 | | | | | | | | | | | | 6,816 | | | | | | 6,796 | | | | | | 20 | | |

| Other Sovereign Securities | | | | | | 176 | | | | | | — | | | | | | | | | | | | 176 | | | | | | 83 | | | | | | 93 | | |

| Subtotal available for sale(2) | | | | | | $7,215 | | | | | | 1 | | | | | | | | | | | | 7,216 | | | | | | 6,919 | | | | | | 297 | | |

(1)In September 2024, the Company announced changes to its MedTech brand identity and the $1.7 billion of trademarks associated with the DePuy Synthes business were reclassified from indefinite lived to definite lived and will be amortized over a 25 year period.

| Currency translation/other | | | | | | | | | (355) | | | | | | (156) | | | | | | (511) | | |

| Goodwill at December 29, 2024 | | | | | | | | | $10,692 | | | | | | 33,508 | | | | | | 44,200 | | |

| $4,000 | | | | | | 3,400 | | | | | | 2,800 | | | | | | 2,200 | | | | | | 2,200 | | |

Cash exchanged for derivatives is primarily in cash flows from operating activities.

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| [Consolidated](#i2cebb53a37dd4169a34d8ba1e8fcba84_124) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_124)[tatements of](#i2cebb53a37dd4169a34d8ba1e8fcba84_124) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_124)[omprehensive](#i2cebb53a37dd4169a34d8ba1e8fcba84_124) [i](#i2cebb53a37dd4169a34d8ba1e8fcba84_124)[ncome](#i2cebb53a37dd4169a34d8ba1e8fcba84_124) | | | [46](#i2cebb53a37dd4169a34d8ba1e8fcba84_124) | | |

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| [Notes to](#i2cebb53a37dd4169a34d8ba1e8fcba84_139) [c](#i2cebb53a37dd4169a34d8ba1e8fcba84_139)[onsolidated](#i2cebb53a37dd4169a34d8ba1e8fcba84_139) [f](#i2cebb53a37dd4169a34d8ba1e8fcba84_139)[inancial](#i2cebb53a37dd4169a34d8ba1e8fcba84_139) [s](#i2cebb53a37dd4169a34d8ba1e8fcba84_139)[tatements](#i2cebb53a37dd4169a34d8ba1e8fcba84_139) | | | [50](#i2cebb53a37dd4169a34d8ba1e8fcba84_139) | | |

| [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) | | |

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

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

| Total assets | | | $167,558 | | | 187,378 | | |

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

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

| Balance, January 3, 2021 | | | $63,278 | | | 113,890 | | | (15,242) | | | 3,120 | | | (38,490) | | |

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

The Company adopted the standard as of the beginning of fiscal year 2023, which requires that a buyer in a supplier finance program disclose additional information about the program for financial statement users.

carrying value of these assets.

The sales returns reserve is based on historical return trends by product and by market as a percent to gross sales.

Future impairment

Fair value is the exit

The Company

The remaining balance at the end of the 2023 was approximately $4.5 billion, of which $2.5 billion is classified as noncurrent and reflected as “Long-term taxes payable” on the Company’s balance sheet.

| Cash | | | | | | $3,691 | | | | | | | | | | | | — | | | | | | 3,691 | | | | | | 3,691 | | | | | | — | | |

| Subtotal | | | | | | 11,794 | | | | | | | | | | | | (1) | | | | | | 11,793 | | | | | | 10,921 | | | | | | 873 | | |

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

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

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

| Goodwill at January 2, 2022 | | | | | | | | | $10,580 | | | | | | 14,856 | | | | | | 25,436 | | |

| Currency translation/other | | | | | | | | | (396) | | | | | | (49) | | | | | | (445) | | |

| $4,300 | | | | | | 3,500 | | | | | | 2,900 | | | | | | 2,300 | | | | | | 1,600 | | |

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

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

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

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

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

| Debt securities(4) | | | | | | — | | | | | | 8,874 | | | | | | — | | | | | | 8,874 | | | | | | 10,487 | | |

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

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

| 6.73% Debentures due 2023 | | | | | | $— | | | | | | — | | % | | | | $250 | | | | | | 6.73 | | % | | | |

| 3.375% Notes due 2023 | | | | | | — | | | | | | — | | | | | | 801 | | | | | | 3.17 | | | | | |

*Changes in internal control over financial reporting.* During the fiscal quarter ended December [removed: 31, 2023,] [added: 29, 2024,] 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.

During the fiscal fourth quarter of [removed: 2023,] [added: 2024,] 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.

In addition to the prohibition on insider trading for all employees covered in our Code of Business Conduct, the Company has adopted an insider trading policy governing the purchase, sale and other dispositions of its securities by directors, officers and certain other insiders that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.

A copy of this policy is filed with this Annual Report on Form 10-K as Exhibit 19.

The information called for by this item is incorporated herein by reference to the material under the caption [added: Stock ownership in the Proxy Statement; and Note 16 Common stock, stock option plans and stock compensation agreements of the Notes to Consolidated Financial Statements in] Item [removed: 1.][added: 8 of this Report.]

The following table provides certain information as of December [removed: 31, 2023] [added: 29, 2024] concerning the shares of the Company’s Common Stock that may be issued under existing equity compensation plans.

| Equity Compensation Plans Approved by Security Holders(1) | | | 127,682,644 | | | $127.63 | | | 111,042,139 | | |

| Total | | | 127,682,644 | | | $127.63 | | | 111,042,139 | | |

Stock ownership in the Proxy Statement; and Note 16 Common stock, stock option plans and stock compensation agreements of the Notes to Consolidated Financial Statements in Item 8 of this Report.

| Equity Compensation Plans Approved by Security Holders(1) | | | 127,211,785 | | | $123.41 | | | 130,112,007 | | |

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

Consolidated balance sheets at end of fiscal years [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated statements of earnings for fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated statements of comprehensive income for Fiscal Years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated statements of equity for fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated statements of cash flows for fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Date: February [removed: 16, 2024][added: 13, 2025]

| /s/ J. Duato | | | Chairman of the Board | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ J. J. Wolk | | | Chief Financial Officer | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ R. J. Decker Jr. | | | Controller and Chief Accounting Officer | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ D. Adamczyk | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ M. C. Beckerle | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ J. A. Doudna | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ M. A. Hewson | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ P. A. Johnson | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ H. Joly | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ M. B. McClellan | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ A. M. Mulcahy | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ M. A. Weinberger | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ N. Y. West | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| /s/ E. A. Woods | | | Director | | | February [removed: 16, 2024] [added: 13, 2025] | | |

| [removed: Exhibit Table] [added: Reg. S-K Exhibit Table Item No.] | | | | | | [removed: Description] [added: Description of Exhibit] | | |

| [removed: Item] [added: Reg. S-K Exhibit Table Item] No. | | | | | | [removed: of] [added: Description of] Exhibit | | |

| [removed: [3(i)](http://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit3i-restatedcertific.htm)] [added: [3(i)](https://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit3i-restatedcertific.htm)] | | | | | | Restated Certificate of Incorporation effective February 19, 2016 — Incorporated herein by reference to Exhibit 3(i) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 3, 2016. | | |

| [removed: [3(ii)](http://www.sec.gov/Archives/edgar/data/200406/000020040620000034/ex31amendmenttocoi.htm)] [added: [3(ii)](https://www.sec.gov/Archives/edgar/data/200406/000020040620000034/ex31amendmenttocoi.htm)] | | | | | | Certificate of Amendment to the Certificate of Incorporation of Johnson & Johnson effective April 30, 2020 — Incorporated herein by reference to Exhibit 3.1 of the Registrant's Form 8-K Current Report filed April 29, 2020. | | |

| [removed: [3(iii)](http://www.sec.gov/Archives/edgar/data/200406/000020040620000039/ex31amendmenttoby-laws.htm)] [added: [3(iii)](https://www.sec.gov/Archives/edgar/data/200406/000020040620000039/ex31amendmenttoby-laws.htm)] | | | | | | [added: Amended and Restated] By-Laws of the Company, as amended effective [removed: June 9, 2020] [added: April 25, 2024] — Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K Current Report filed [removed: June 10, 2020.] [added: April 29, 2024.] | | |

| [removed: [4(b)](http://www.sec.gov/Archives/edgar/data/200406/000020040620000052/aug12exhibit41.htm)] [added: [4(e)](https://www.sec.gov/Archives/edgar/data/200406/000119312517339898/d493870dex41.htm)] | | | | | | [removed: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act] [added: Second Supplemental Indenture, dated as] of [removed: 1934 —] [added: November 9, 2017 –] Incorporated herein by reference to Exhibit 4.1 [removed: of] [added: to] the Registrant’s Form 8-K Current Report filed [removed: August 12, 2020.] [added: on November 13, 2017] | | |

| [removed: [10(a)](https://www.sec.gov/Archives/edgar/data/200406/000119312512113826/d282627ddef14a.htm)] [added: [10(a)](https://www.sec.gov/Archives/edgar/data/200406/000119312512113826/d282627ddef14a.htm#appa282627_1a)] | | | | | | 2012 Long-Term Incentive Plan — Incorporated herein by reference to Appendix A of the Registrant’s Proxy Statement filed on March 15, 2012.* | | |

| [removed: [10(b)](https://www.sec.gov/Archives/edgar/data/200406/000020040612000081/jnj41201210q.htm)] [added: [10(b)](https://www.sec.gov/Archives/edgar/data/200406/000020040612000081/a20121q10-qex102stockoptio.htm)] | | | | | | Form of Stock Option Certificate under the 2012 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended April 1, 2012.* | | |

| [removed: [10(c)](https://www.sec.gov/Archives/edgar/data/200406/000020040612000081/jnj41201210q.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[d](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] | | | | | | [removed: Form of] [added: Global] Restricted Share Unit [removed: Certificate] [added: Award Agreement] under the 2012 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.2] of the Registrant’s Form 10-Q Quarterly Report for the quarter ended April 1, [removed: 2012.*] [added: 2018.*] | | |

| [removed: [10(d)](https://www.sec.gov/Archives/edgar/data/200406/000020040612000081/jnj41201210q.htm)] [added: [10(e)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] | | | | | | [removed: Form of] [added: Global] Performance Share Unit [removed: Certificate] [added: Award Agreement] under the 2012 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.3] of the Registrant’s Form 10-Q Quarterly Report for the quarter ended April 1, [removed: 2012.*] [added: 2018.*] | | |

| [removed: [10(e)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[c](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] | | | | | | Global NonQualified Stock Option Award Agreement under the 2012 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended April 1, 2018.* | | |

| [removed: [10(f)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm)[x](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm)] | | | | | | Global Restricted Share Unit Award Agreement under the [removed: 2012] [added: Johnson & Johnson 2022] Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter [added: year] ended April [removed: 1, 2018.*] [added: 2, 2023.*] | | |

| [removed: [10(g)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm)[w](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm)] | | | | | | Global Performance Share Unit Award Agreement under the [removed: 2012] [added: Johnson & Johnson 2022] Long-Term Incentive Plan — Incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.1] of the Registrant’s Form 10-Q Quarterly Report for the quarter [added: year] ended April [removed: 1, 2018.*] [added: 2, 2023.*] | | |

| [removed: [10(h)](https://www.sec.gov/Archives/edgar/data/200406/000020040624000013/ex10h-reed2023rsugrantagre.htm)] [added: [10(f)](https://www.sec.gov/Archives/edgar/data/200406/000020040624000013/ex10h-reed2023rsugrantagre.htm)] | | | | | | Global Restricted Share Unit Award Agreement granted to John Reed on May 1, 2023 under the 2022 Long-Term Incentive Plan — [removed: Filed with this document.*] [added: Incorporated herein by reference to Exhibit 10(h) of the Registrant’s Form 10-K Annual Report for the fiscal year ended December 31, 2023*] | | |

| [removed: [10(i)](http://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)[g](https://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)[)](https://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)] | | | | | | Domestic Deferred Compensation (Certificate of Extra Compensation) Plan — Incorporated herein by reference to Exhibit 10(g) of the Registrant’s Form 10-K Annual Report for the year ended December 28, 2003.* | | |

| [removed: [10(j)](http://www.sec.gov/Archives/edgar/data/200406/000095012309003187/y74152exv10wj.htm)] [added: [10(h)](https://www.sec.gov/Archives/edgar/data/200406/000095012309003187/y74152exv10wj.htm)] | | | | | | Amendments to the Certificate of Extra Compensation Plan effective as of January 1, 2009 — Incorporated herein by reference to Exhibit 10(j) of the Registrant’s Form 10-K Annual Report for the year ended December 28, 2008.* | | |

| [removed: [10(k)](http://www.sec.gov/Archives/edgar/data/200406/000095012309057624/y79425exv10w1.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)[n](https://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)] | | | | | | [removed: 2009 Certificates of Long-Term Performance] [added: Executive Life] Plan [added: Agreement Closure Letter] — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended [removed: September 27, 2009.*] [added: March 29, 2015.*] | | |

| [removed: [10(l)](https://www.sec.gov/Archives/edgar/data/200406/000020040613000038/a2012123010-k.htm)] [added: [10(i)](https://www.sec.gov/Archives/edgar/data/200406/000020040613000038/a2012123010-k.htm#s7BFB06AF8539B9C7765893045AA1C343)] | | | | | | Amended and Restated Deferred Fee Plan for Directors (Amended as of January 17, 2012) — Incorporated herein by reference to Exhibit 10(k) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 1, 2012.* | | |

| [removed: Exhibit Table] [added: Reg. S-K Exhibit Table Item No.] | | | | | | [removed: Description] [added: Description of Exhibit] | | |

| [removed: [10(m)](http://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)[j](https://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)] | | | | | | The Johnson & Johnson Executive Income Deferral Plan Amended and Restated Effective January 1, 2010 — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2012.* | | |

| [removed: [10(n)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)] [added: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)[k](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)] | | | | | | The Johnson & Johnson Excess Savings Plan (amended and restated as of January 1, 2022) — Incorporated herein by reference to Exhibit 10(l) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 1, 2023.* | | |

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

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

| [removed: [10(q)](http://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)] [added: [10(a](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit102-johnsonjohnsone.htm)[a](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit102-johnsonjohnsone.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit102-johnsonjohnsone.htm)] | | | | | | [added: Johnson & Johnson] Executive [removed: Life] [added: Incentive] Plan [removed: Agreement Closure Letter] [added: (Amended as of September 7, 2023)] — Incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] of the Registrant’s Form 10-Q Quarterly Report for the quarter ended [removed: March 29, 2015.*] [added: October 1, 2023.*] | | |

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

| [4(b)](https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/ex4b-descriptionofcapitals.htm) | | | | | | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 — Filed with this document. | | |

| 4(c) | | | | | | Indenture, dated as of September 15, 1987 – Incorporated herein by reference to Exhibit 4(a) to the Registrant’s Form S-3 Registration Statement filed on October 11, 1994 | | |

| 4(d) | | | | | | First Supplemental Indenture, dated as of September 1, 1990 – Incorporated herein by reference to Exhibit 4(b) to the Registrant’s Form S-3 Registration Statement filed on October 11, 1994 | | |

| [1](https://www.sec.gov/ix?doc=/Archives/edgar/data/200406/000020040623000105/jnj-20231121.htm)[0](https://www.sec.gov/ix?doc=/Archives/edgar/data/200406/000020040623000105/jnj-20231121.htm)[(](https://www.sec.gov/ix?doc=/Archives/edgar/data/200406/000020040623000105/jnj-20231121.htm)v) | | | | | | Johnson & Johnson Deferred Compensation Plan — Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 8-K Current Report filed November 27, 2023.* | | |

| [97](https://www.sec.gov/Archives/edgar/data/200406/000020040624000013/ex97-johnsonjohnsonclawbac.htm) | | | | | | Johnson & Johnson Clawback Policy (effective as of August 8, 2023) — Incorporated herein by reference to Exhibit 97 of the Registrant’s Form 10-K Annual Report for the fiscal year ended December 31, 2023. | | |

| | | | | | | | | |

| /s/ D. S. Davis | | | Director | | | February 16, 2024 | | |

| D. S. Davis | | | | | | | | |

| Reg. S-K | | | | | | | | |

| Reg. S-K | | | | | | | | |

| Item No. | | | | | | of Exhibit | | |

| [10(w)](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit101-8xk.htm) | | | | | | Separation Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. | | |

| [10(x)](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit102-8xk.htm) | | | | | | Tax Matters Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. | | |

| [10(y)](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit103-8xk.htm) | | | | | | Employee Matters Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. | | |

| [10(ab)](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit106-8xk.htm) | | | | | | Transition Services Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. | | |

| [10(ac)](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit107-8xk.htm) | | | | | | Transition Manufacturing Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. | | |

| [10(ad)](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit108-8xk.htm) | | | | | | Registration Rights Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. | | |

| [10(ae)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000105/exh101jjdeferredcompensati.htm) | | | | | | Johnson & Johnson Deferred Compensation Plan* | | |

| [10(af)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm) | | | | | | Global Performance Share Unit Award Agreement* | | |

| Reg. S-K | | | | | | | | |

| Exhibit Table | | | | | | Description | | |

| Item No. | | | | | | of Exhibit | | |

| [10(ag)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm) | | | | | | Global Restricted Share Unit Award Agreement* | | |

| [10(ah)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit103-2022ltipformsto.htm) | | | | | | Global Nonqualified Stock Option Award Agreement* | | |