Kenvue (KVUE) 424B3Prospectus supplement

As used in this prospectus, unless the context requires otherwise, (1) references to “Johnson & Johnson” refer to Johnson & Johnson, a New Jersey corporation, and its consolidated subsidiaries other than Kenvue and Kenvue’s consolidated subsidiaries, and (2) references to “Kenvue” refer to Kenvue Inc., a Delaware corporation, and its consolidated subsidiaries. Unless the context otherwise requires or unless expressly indicated, it is assumed throughout this prospectus that the Exchange Offer is fully subscribed and that all shares of Kenvue Common Stock offered in this Exchange Offer by Johnson & Johnson are distributed pursuant to the Exchange Offer.

Unless otherwise indicated, information contained in this prospectus concerning Kenvue’s industry and the markets in which Kenvue operates, including Kenvue’s general expectations, market position, market share, market opportunity and market size, has been obtained from third-party sources, including industry publications and other reports, internal data sources and management estimates, which Kenvue believes to be reliable and based on reasonable assumptions. Unless otherwise indicated, statements of market position are on the basis of total sales in the relevant geographic market or product category in 2022, based on Kenvue’s analysis of third-party data reported by various sources, including Euromonitor Beauty & Personal Care 2023ed, Euromonitor Tissue & Hygiene 2023ed, Euromonitor Consumer Health 2023ed, IQVIA, IRI, Morning Consult, Nicholas Hall, Nielsen and Numerator Consumer Insights.

Unless otherwise indicated, Kenvue has not commissioned any of the industry publications or other reports generated by third-party providers that Kenvue refers to in this prospectus. Kenvue’s management estimates are derived from such third-party sources, other publicly available information, Kenvue’s knowledge of its industry, internal company research, surveys, information from its customers and third-party partners, trade and business organizations and other contacts in the markets in which Kenvue operates and assumptions based on this information and knowledge.

Data regarding Kenvue’s industry and its market position and market share within its industry are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond its control, but Kenvue believes they generally indicate market size, market position and market share within its industry. In addition, assumptions and estimates of Kenvue’s and its industry’s future performance involve risks and uncertainties and are subject to change based on various factors, including those described in the section of this prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and Kenvue. See “Cautionary Statement Concerning Forward-Looking Statements.”

In addition, claims described in this prospectus relating to the efficacy of Kenvue’s products are not subject to approval by the U.S. Food and Drug Administration (“FDA”) or comparable authorities in other jurisdictions. Certain of Kenvue’s products that are named in this prospectus are regulated by the FDA as drugs, cosmetics or medical devices. For additional information about the regulation of these products, see “Business of Kenvue—Government Regulations—Drug Products,” “Business of Kenvue—Government Regulations—Cosmetics” and “Business of Kenvue—Government Regulation—Medical Devices.”

The trademarks, trade names and service marks of Kenvue appearing in this prospectus are, as applicable, Kenvue’s property or licensed to Kenvue. The name and mark, Johnson & Johnson, and other trademarks, trade names and service marks of Johnson & Johnson appearing in this prospectus are the property of Johnson & Johnson. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the “®”, “™” or “℠” symbols, but such references are not intended to indicate, in any way, that Kenvue will not assert, to the fullest extent possible under applicable law, its rights or the rights of the applicable licensor to these trademarks, trade names and service marks. This prospectus also contains additional trademarks, trade names and service marks belonging to other parties. Kenvue does not intend its use or display of these other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Kenvue by, such other parties.

The SEC allows certain information to be “incorporated by reference” into this prospectus by Johnson & Johnson, which means that Johnson & Johnson can disclose important information to you by referring you to another document it has separately filed with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that Johnson & Johnson has previously filed with the SEC. These documents contain important information about Johnson & Johnson, its business, results of operations or financial condition:

All documents filed by Johnson & Johnson pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the date of this prospectus to the date that the Exchange Offer is terminated or expires shall also be deemed to be incorporated into this prospectus by reference (except for any information therein which has been furnished rather than filed). Subsequent filings with the SEC will automatically modify and supersede the information in this prospectus.

Kenvue has filed a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), of which this prospectus forms a part, to register with the SEC the shares of Kenvue Common Stock to be distributed to Johnson & Johnson stockholders pursuant to the Exchange Offer. Johnson & Johnson has filed a Tender Offer Statement on Schedule TO with the SEC with respect to the Exchange Offer. This prospectus constitutes Johnson & Johnson’s offer to exchange, in addition to being a prospectus of Kenvue. This prospectus does not contain all of the information set forth in the registration statement, the exhibits to the registration statement or the Schedule TO, selected portions of which are omitted from this prospectus in accordance with the rules and regulations of the SEC. For further information pertaining to Johnson & Johnson, J&J Common Stock, Kenvue and Kenvue Common Stock, reference is made to the registration statement and its exhibits and the Schedule TO.

Johnson & Johnson has decided to offer to exchange part of its remaining interest in Kenvue, consisting of 1,533,830,450 shares of Kenvue Common Stock, which represents approximately 80.1% of the outstanding common stock of Kenvue as of July 2, 2023, for outstanding shares of J&J Common Stock. Following the Exchange Offer, assuming the Exchange Offer is fully subscribed, Kenvue will be independent from Johnson & Johnson, except that certain agreements between Johnson & Johnson and Kenvue will remain in place, and one or more Johnson & Johnson executives are expected to continue to serve on Kenvue’s board of directors. See “Agreements Between Johnson & Johnson and Kenvue and Other Related Person Transactions—Relationship between Johnson & Johnson and Kenvue” and “Management of Kenvue—Directors.” The following are answers to common questions about the Exchange Offer.

Johnson & Johnson has decided to commence the Exchange Offer to complete the Separation (as defined below under the section entitled “The Transaction”) of Kenvue, the owner of Johnson & Johnson’s Consumer Health business, from Johnson & Johnson, in a tax-efficient manner, with the goal of enhancing stockholder value and better positioning Johnson & Johnson to focus on its core businesses.

Johnson & Johnson believes that the Separation and the Exchange Offer will, among other things, (a) improve Kenvue’s strategic and operational flexibility, (b) increase the focus of Kenvue’s management team on Kenvue’s business operations, (c) allow Kenvue to adopt the capital structure, investment policy and dividend policy best suited to Kenvue’s financial profile and business needs, (d) provide Kenvue with its own equity to facilitate acquisitions and (e) enable potential investors to invest directly in Kenvue’s business.

Johnson & Johnson believes that the Exchange Offer is a tax-efficient way to divest all or a portion of its remaining interest in Kenvue. The Exchange Offer is expected to qualify as a tax-free distribution within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and thus will give Johnson & Johnson’s stockholders an opportunity to adjust their current Johnson & Johnson investment between Johnson & Johnson and Kenvue in a tax-free manner for U.S. federal income tax purposes (except with respect to cash received in lieu of a fractional share).

Johnson & Johnson and Kenvue also have significantly different competitive strengths and operating strategies and operate in different industries. The Exchange Offer is an efficient means of placing Kenvue Common Stock with holders of J&J Common Stock who choose to directly own an interest in Kenvue and reducing the total number of shares of J&J Common Stock outstanding.

The Exchange Offer also presents an opportunity for Johnson & Johnson to acquire a large number of outstanding shares of J&J Common Stock at one time, and in one transaction, without reducing overall cash and financial flexibility.

Following the completion of the Exchange Offer, assuming the Exchange Offer is fully subscribed, Johnson & Johnson will own approximately 9.5% of the outstanding common stock of Kenvue, based on the number of shares of outstanding common stock of Kenvue as of July 2, 2023, and Kenvue will be independent from Johnson & Johnson, except that certain agreements between Johnson & Johnson and Kenvue will remain in place, and one or more Johnson & Johnson executives are expected to continue to serve on Kenvue’s board of directors. See “Agreements Between Johnson & Johnson and Kenvue and Other Related Person Transactions—Relationship between Johnson & Johnson and Kenvue” and “Management of Kenvue—Directors.” Johnson & Johnson may decide to accept an additional number of shares of J&J Common Stock up to the De Minimis Increase Amount (as

Kenvue expects to initially pay quarterly cash dividends of approximately $0.20 per share of Kenvue Common Stock to holders of Kenvue Common Stock, subject to the discretion of its board of directors. On July 20, 2023, Kenvue announced that its board of directors had declared a quarterly cash dividend of $0.20 per share of Kenvue Common Stock, payable on September 7, 2023 to shareholders of record as of the close of business on August 28, 2023.

The payment of any dividends in the future to Kenvue’s shareholders, and the timing and amount thereof, will fall within the discretion of its board of directors. The decisions by Kenvue’s board of directors regarding the payment of dividends will depend on many factors, such as Kenvue’s financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in the agreements governing Kenvue’s indebtedness, general economic business conditions, industry practice, legal requirements and other factors that its board of directors may deem relevant. See “Risk Factors—Risks Related to Kenvue Common Stock—Kenvue cannot guarantee the payment of dividends on Kenvue Common Stock, or the timing or amount of any such dividends.”

On July 20, 2023, Kenvue announced that its board of directors had declared a quarterly cash dividend of $0.20 per share of Kenvue Common Stock, payable on September 7, 2023 to shareholders of record as of the close of business on August 28, 2023. Because the record date for Kenvue’s dividend payable on September 7, 2023 is expected to occur following the completion of the Exchange Offer (if the Exchange Offer is not extended), holders of shares of Kenvue Common Stock distributed in the Exchange Offer will participate in such dividend to the extent they continue to hold the shares as of the relevant record date.

On July 20, 2023, Johnson & Johnson announced that its board of directors had declared a quarterly cash dividend of $1.19 per share of J&J Common Stock, payable on September 7, 2023 to shareholders of record as of the close of business on August 28, 2023. Because the record date for Johnson & Johnson’s dividend payable on September 7, 2023 is expected to occur following the completion of the Exchange Offer (if the Exchange Offer is not extended), holders of shares of J&J Common Stock validly tendered and accepted and exchanged in the Exchange Offer will not participate in such dividend (unless they otherwise own shares of J&J Common Stock that were not tendered and accepted for exchange in the Exchange Offer as of the relevant record date).

Any U.S. holder of J&J Common Stock during the Exchange Offer period, which will be at least 20 business days, may participate in the Exchange Offer, including directors and officers of Johnson & Johnson, Kenvue and their respective subsidiaries. This includes shares of J&J Common Stock held for participants in a Johnson & Johnson company employee savings plan or a Kenvue company employee savings plan (collectively, the “Savings Plans”).

Although Johnson & Johnson may deliver this prospectus to stockholders located outside the United States, this prospectus is not an offer to sell or exchange, and it is not a solicitation of an offer to buy or exchange, any shares of J&J Common Stock in any jurisdiction in which such offer, sale or exchange is not permitted. This prospectus has not been reviewed or approved by any stock exchange on which shares of J&J Common Stock are listed.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. Johnson & Johnson has not taken any action under those non-U.S. regulations to qualify the Exchange Offer outside the United States but may take steps to facilitate participation of stockholders from certain jurisdictions. Therefore, the ability of any non-U.S. person to tender J&J Common Stock in the

All tendering stockholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. stockholders, as to the availability of an exemption under their home country laws that would allow them to participate in the Exchange Offer without the need for Johnson & Johnson or Kenvue to take any action to qualify or otherwise facilitate a public offering in that country or otherwise. Johnson & Johnson will rely on those representations and, unless the Exchange Offer is terminated, plans to accept shares validly tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. stockholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in J&J Common Stock or Kenvue Common Stock that may apply in their home countries. Johnson & Johnson, Kenvue and the dealer managers cannot provide any assurance about whether such limitations exist.

All holders who are tendering shares of J&J Common Stock allocated to their Savings Plans accounts should follow the special instructions provided to them by or on behalf of their applicable plan administrator. Such participants may direct the applicable plan trustee to tender all, some or none of the shares of J&J Common Stock allocated to their Savings Plan accounts, subject to certain limitations. To allow sufficient time for the tender of shares by the trustee of the applicable Savings Plan, tendering holders must provide the tabulator for the Savings Plans with the requisite instructions by the deadline specified in the special instructions provided to them, unless the Exchange Offer is extended. If the Exchange Offer is extended, and if administratively feasible, the deadline for receipt of the holder’s direction also may be extended.

Unless the upper limit discussed below is in effect, the Exchange Offer is designed to permit you to exchange your shares of J&J Common Stock for shares of Kenvue Common Stock so that for each $100 of J&J Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of Kenvue Common Stock based on the calculated per-share values determined by reference to the simple arithmetic average of the daily VWAPs for J&J Common Stock and Kenvue Common Stock on the NYSE during the Averaging Period (the three consecutive trading days ending on and including the second trading day preceding the expiration date of the Exchange Offer). If the Exchange Offer is not extended or terminated, the Averaging Dates would be August 14, 15 and 16, 2023.

This upper limit represents a 12% discount for shares of Kenvue Common Stock based on the closing prices of J&J Common Stock and Kenvue Common Stock on the NYSE on July 21, 2023 (the last trading day immediately preceding the date of the commencement of the Exchange Offer). Johnson & Johnson set this upper limit to ensure that any unusual or unexpected decrease in the trading price of Kenvue Common Stock, relative to the trading price of J&J Common Stock, during the Exchange Offer period would not result in an unduly high number of shares of Kenvue Common Stock being exchanged for each share of J&J Common Stock accepted in the Exchange Offer.

The Average J&J Price and the Average Kenvue Price for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAPs of shares of J&J Common Stock and Kenvue Common Stock, respectively, on the NYSE during the Averaging Period (the three consecutive trading days ending on and including the second trading day preceding the expiration date of the Exchange Offer). Johnson & Johnson will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final. If the Exchange Offer is not extended or terminated, the Averaging Period would be August 14, 15 and 16, 2023. If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit, which means that you will receive 8.0549 shares of Kenvue Common Stock for each share of J&J Common Stock accepted in the Exchange Offer. Any changes in the prices of J&J Common Stock and Kenvue Common Stock between the conclusion of the Averaging Period and the expiration of the Exchange Offer will not affect the final exchange ratio.

The daily VWAPs for shares of J&J Common Stock or Kenvue Common Stock, as the case may be, will be the volume-weighted average price per share of that stock on the NYSE during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported by Bloomberg L.P. as displayed under the heading Bloomberg VWAP on the Bloomberg pages “JNJ UN<Equity>AQR” with respect to J&J Common Stock and “KVUE UN<Equity>AQR” with respect to Kenvue Common Stock (or any other recognized quotation source selected by Johnson & Johnson in its sole discretion if such pages are not available or are manifestly erroneous). The daily VWAPs obtained from Bloomberg L.P. may be different from other sources or investors’ or other security holders’ own calculations. Johnson & Johnson will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final.

Prior to the Averaging Period, commencing on the third trading day of the Exchange Offer, the website will also provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of J&J Common Stock and Kenvue Common Stock on each day, calculated as though that day were the last day of the Averaging Period, by 4:30 p.m., New York City time. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of J&J Common Stock and Kenvue Common Stock for that day and the immediately preceding two trading days. The indicative exchange ratio will also reflect whether the upper limit would have been in effect had such day been the last day of the Averaging Period.

During the first two days of the Averaging Period, the website will provide indicative exchange ratios that will be calculated based on the Average J&J Price and Average Kenvue Price, as calculated by Johnson & Johnson based on data reported by Bloomberg L.P. (or any other recognized quotation source selected by Johnson & Johnson in its sole discretion if such source is not available or is manifestly erroneous). The website will not provide an indicative exchange ratio on the third day of the Averaging Period. The indicative exchange ratios will be calculated as follows: (1) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the daily VWAPs of J&J Common Stock and Kenvue Common Stock for that first day of the Averaging Period and (2) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of J&J Common Stock and Kenvue Common Stock for the first and second days of the Averaging Period. During the first two days of the Averaging Period, the indicative exchange ratios will be updated on the website each day by 4:30 p.m., New York City time. The final exchange ratio, including whether the upper limit on the number of shares of Kenvue Common Stock that can be received for each share of J&J Common Stock validly tendered is in effect, will be announced by press release and be available on the website by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023).

In addition, a table indicating the number of shares of Kenvue Common Stock that you would receive per share of J&J Common Stock, calculated on the basis described above and taking into account the upper limit, assuming a range of averages of the VWAPs of J&J Common Stock and Kenvue Common Stock during the Averaging Period, is provided herein for purposes of illustration. See “The Exchange Offer—Terms of the Exchange Offer—Final Exchange Ratio.”

If a market disruption event (as defined below under “The Exchange Offer—Terms of the Exchange Offer—Final Exchange Ratio”) occurs with respect to shares of J&J Common Stock or Kenvue Common Stock on any day during the Averaging Period, the simple arithmetic average stock price of J&J Common Stock and Kenvue Common Stock will be determined using the daily VWAPs of shares of J&J Common Stock and Kenvue Common Stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, Johnson & Johnson decides to extend the Exchange Offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs, Johnson & Johnson may terminate the Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the Exchange Offer. See “The Exchange Offer—Conditions to Completion of the Exchange Offer.”

Yes. For example, if the trading price of J&J Common Stock were to increase during the last two trading days of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 17 and 18, 2023), the Average J&J Price would likely be lower than the closing price of J&J Common Stock on the expiration date of the Exchange Offer. As a result, you may receive fewer dollars of Kenvue Common Stock for each $100 of J&J Common Stock than you would otherwise receive if the Average J&J Price were calculated on the basis of the closing price of shares of J&J Common Stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. Similarly, if the trading price of Kenvue Common Stock were to decrease during the last two days of the Exchange Offer, the Average Kenvue Price would likely be higher than the closing price of Kenvue Common Stock on the expiration date of the Exchange Offer. This could also result in you receiving fewer dollars of Kenvue Common Stock for each $100 of J&J Common Stock than you would otherwise receive if the Average Kenvue Price were calculated on the basis of the closing price of shares of Kenvue Common Stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer.”

No. Fractional shares of Kenvue Common Stock will not be distributed in the Exchange Offer. Instead, you will receive cash in lieu of a fractional share. The exchange agent, acting as agent for the Johnson & Johnson stockholders otherwise entitled to receive a fractional share of Kenvue Common Stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of those stockholders. Any proceeds that the exchange agent realizes from the sale will be distributed, less any brokerage commissions or other fees, to each stockholder entitled thereto in accordance with such stockholder’s proportional interest in the aggregate number of shares sold. The distribution of fractional share proceeds may take longer than the distribution of shares of Kenvue Common Stock. As a result, stockholders may not receive fractional share proceeds at the same time they receive shares of Kenvue Common Stock.

Not necessarily. The maximum number of shares of J&J Common Stock that will be accepted if the Exchange Offer is completed will be equal to the number of shares of Kenvue Common Stock offered by Johnson & Johnson in the Exchange Offer divided by the final exchange ratio (which will be subject to the upper limit). Johnson & Johnson is offering 1,533,830,450 shares of Kenvue Common Stock. Accordingly, the largest possible number of shares of J&J Common Stock that will be accepted equals 1,533,830,450 (assuming Johnson & Johnson does not increase the amount of J&J Common Stock being sought by the De Minimis Increase Amount described below) divided by the final exchange ratio. Depending on the number of shares of J&J Common Stock validly tendered in the Exchange Offer and not validly withdrawn, and the Average J&J Price and Average Kenvue Price, Johnson & Johnson may have to limit the number of shares of J&J Common Stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the

If the Exchange Offer is oversubscribed, pursuant to Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) under the Exchange Act, Johnson & Johnson may decide to accept an additional number of shares of J&J Common Stock validly tendered in the Exchange Offer and not validly withdrawn not to exceed two percent of the total outstanding shares of J&J Common Stock (such amount, the “De Minimis Increase Amount”) without extending the Exchange Offer period. For example, assuming that the Exchange Offer is oversubscribed and the final exchange ratio is 8.0549 (the upper limit for shares of Kenvue Common Stock that could be exchanged for one share of J&J Common Stock), Johnson & Johnson may exchange up to an additional 182,329,550 shares of Kenvue Common Stock, which amount constitutes all of Johnson & Johnson’s remaining interest in Kenvue, in exchange for an additional 22,635,855 shares of J&J Common Stock, which is less than two percent of the of the total outstanding shares of J&J Common Stock. Johnson & Johnson may increase the amount of J&J Common Stock being sought in the Exchange Offer by some or all of the De Minimis Increase Amount.

Yes. Johnson & Johnson is not required to complete the Exchange Offer unless the conditions described under “The Exchange Offer—Conditions to Completion of the Exchange Offer” are satisfied or, where legally permitted, waived before the expiration of the Exchange Offer. For example, Johnson & Johnson is not required to complete the Exchange Offer unless (1) at least 460,149,135 shares of Kenvue Common Stock will be distributed in exchange for shares of J&J Common Stock that are validly tendered and not validly withdrawn in the Exchange Offer and (2) Johnson & Johnson receives opinions of its U.S. tax advisors to the effect that the Exchange Offer, together with the Separation and certain related transactions, will qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code. The required minimum number of shares of J&J Common Stock that must be validly tendered and not validly withdrawn in order for at least 460,149,135 shares of Kenvue Common Stock to be distributed in the Exchange Offer is referred to as the “Minimum Amount.” Johnson & Johnson may waive any or all of the conditions to the Exchange Offer, subject to limited exceptions. Kenvue has no right to waive any of the conditions to the Exchange Offer.

The number of shares of J&J Common Stock that will be accepted if the Exchange Offer is completed will depend on the final exchange ratio and the number of shares of J&J Common Stock validly tendered and not validly withdrawn. The maximum number of shares of J&J Common Stock that will be accepted if the Exchange Offer is completed will be equal to the number of shares of Kenvue Common Stock offered by Johnson & Johnson in the Exchange Offer divided by the final exchange ratio (which will be subject to the upper limit). Johnson & Johnson is offering 1,533,830,450 shares of Kenvue Common Stock. Accordingly, the largest possible number of shares of J&J Common Stock that will be accepted equals 1,533,830,450 (assuming Johnson & Johnson does not increase the amount of J&J Common Stock being sought by the De Minimis Increase Amount) divided by the final exchange ratio. For example, assuming that the final exchange ratio is 8.0549 (the upper limit for shares of Kenvue Common Stock that could be exchanged for one share of J&J Common Stock), then Johnson & Johnson would accept up to 190,422,035 shares of J&J Common Stock.

If the Exchange Offer is oversubscribed, pursuant to Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) under the Exchange Act, Johnson & Johnson may decide to accept an additional number of shares of J&J Common Stock validly tendered in the Exchange Offer and not validly withdrawn not to exceed the De Minimis Increase Amount without extending the Exchange Offer period. For example, assuming that the Exchange Offer is oversubscribed and the final exchange ratio is 8.0549 (the upper limit for shares of Kenvue Common Stock that could be exchanged for one share of J&J Common Stock), Johnson & Johnson may exchange up to an additional 182,329,550 shares of Kenvue Common Stock, which amount constitutes Johnson & Johnson’s remaining interest in Kenvue, in exchange for an additional 22,635,855 shares of J&J Common Stock, which is less than two percent of the total outstanding shares of J&J Common Stock. Johnson & Johnson may increase the amount of J&J Common Stock being sought in the Exchange Offer by some or all of the De Minimis Increase Amount.

If the Exchange Offer is consummated but less than all shares of Kenvue Common Stock offered by Johnson & Johnson in the Exchange Offer are exchanged because the Exchange Offer is not fully subscribed, Johnson & Johnson intends to make a tax-free distribution to its shareholders of the shares of Kenvue Common Stock that were offered but not exchanged in the Exchange Offer effected as a dividend on a pro rata basis (the “clean-up spin-off”) to holders of J&J Common Stock as of the record date. The record date for the clean-up spin-off, if any, will be announced by Johnson & Johnson and is expected to be seven business days following the expiration date of the Exchange Offer. As a result, any remaining shares of Kenvue Common Stock offered by Johnson & Johnson that are not exchanged in the Exchange Offer will be distributed on a pro rata basis to Johnson & Johnson stockholders whose shares of J&J Common Stock remain outstanding following the consummation of the Exchange Offer and are holders of record as of the applicable record date. Because the record date for the clean-up spin-off, if any, will occur following the completion of the Exchange Offer, holders of shares of J&J Common Stock validly tendered and accepted and exchanged in the Exchange Offer will not participate in the clean-up spin-off (unless they otherwise own shares of J&J Common Stock that were not tendered and accepted for exchange in the Exchange Offer as of the relevant record date).

In the event that Johnson & Johnson continues to hold an interest in Kenvue following the Exchange Offer and the clean-up spin-off, if any, Johnson & Johnson may make a tax-free distribution to its shareholders of all or a portion of its remaining equity interest in Kenvue, which may include one or more distributions effected as a dividend to all Johnson & Johnson shareholders, on a pro rata basis (a “pro rata spin-off”), one or more distributions in exchange for Johnson & Johnson shares or other securities, or any combination thereof, or may otherwise dispose of all or a portion of its remaining shares of Kenvue Common Stock.

In any such event, Johnson & Johnson and Kenvue, as applicable, will file any documents required by U.S. securities laws in connection with such clean-up spin-off, pro rata spin-off or exchange offer and will not rely on this prospectus or the registration statement of which it forms a part in connection with such distribution.

In that case, all shares of J&J Common Stock that are validly tendered and not validly withdrawn will generally be accepted for exchange on a pro rata basis in proportion to the number of shares validly tendered, which is referred to as “proration.” Stockholders who beneficially own “odd-lots” (less than 100 shares) of J&J Common Stock and who validly tender all of their shares will not be subject to proration. For instance, if you beneficially own 50 shares of J&J Common Stock and tender all 50 shares, your odd-lot will not be subject to proration. If, however, you hold less than 100 shares of J&J Common Stock, but do not tender all of your shares, you will be subject to proration to the same extent as holders of more than 100 shares if the Exchange Offer is oversubscribed. Direct or beneficial holders of 100 or more shares of J&J Common Stock will be subject to proration. In addition, shares held on behalf of participants in the Savings Plans, due to the fact that each Savings Plan holds more than 100 shares of J&J Common Stock, will be subject to proration.

Proration for each tendering stockholder will be based on the number of shares of J&J Common Stock validly tendered by that stockholder in the Exchange Offer, and not on that stockholder’s aggregate ownership of J&J Common Stock. Any shares of J&J Common Stock not accepted for exchange as a result of proration will be returned to tendering stockholders. Johnson & Johnson will announce its preliminary determination, if any, of the extent to which tenders will be prorated by press release by 9:00 a.m., New York City time, on the business day immediately following the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023). This preliminary determination is referred to as the “preliminary proration factor.” Johnson & Johnson will announce its final determination of the extent to which tenders will be prorated by press release promptly after this determination is made. This final determination is referred to as the “final proration factor.”

The period during which you are permitted to tender your shares of J&J Common Stock in the Exchange Offer will expire at 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023), unless the Exchange Offer is extended or terminated. Johnson & Johnson may extend the Exchange Offer in the circumstances described in “The Exchange Offer—Extension; Amendment—Extension or Amendment by Johnson & Johnson.”

Johnson & Johnson can extend the Exchange Offer at any time, in its sole discretion, and regardless of whether any condition to the Exchange Offer has been satisfied or, where legally permitted, waived. If Johnson & Johnson extends the Exchange Offer, it must publicly announce the extension by press release at any time prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the Exchange Offer.

Whether you should participate in the Exchange Offer depends on many factors. You should examine carefully your specific financial position, plans and needs before you decide whether to participate, as well as the relative risks associated with an investment in Kenvue and Johnson & Johnson.

In addition, you should consider all of the factors described in “Risk Factors.” None of Johnson & Johnson, Kenvue or any of their respective directors or officers or any other person makes any recommendation as to whether you should tender all, some or none of your shares of J&J Common Stock. You must make your own decision after carefully reading this prospectus, and the documents incorporated by reference, and consulting with your advisors in light of your own particular circumstances. You are strongly encouraged to read this prospectus in its entirety, including all documents referred to herein, very carefully.

The procedures you must follow to participate in the Exchange Offer will depend on whether you hold your shares of J&J Common Stock in certificated form, in uncertificated form registered directly in your name in Johnson & Johnson’s share register (“Direct Registration Shares”), or through a broker, dealer, commercial bank, trust company, custodian or similar institution or otherwise. For specific instructions about how to participate, see “The Exchange Offer—Procedures for Tendering.”

Yes. You may tender all, some or none of your shares of J&J Common Stock.

No, holders of Johnson & Johnson stock options, RSUs or PSUs cannot tender the shares underlying such awards in the Exchange Offer. If you hold shares of J&J Common Stock as a result of the vesting and settlement of RSUs or PSUs or as a result of the exercise of vested stock options, in each case, during the Exchange Offer period, these shares can be tendered in the Exchange Offer.

If you are a holder of vested and unexercised Johnson & Johnson stock options and wish to exercise such stock options and tender shares of J&J Common Stock received upon exercise in the Exchange Offer, you should be certain to initiate such exercise generally no later than 4:00 p.m., New York City time, at least three trading days prior to the expiration of the Exchange Offer, such that the shares of J&J Common Stock are received in your account in enough time to tender the shares in accordance with the instructions for tendering available from your broker or account administrator. Exercises of Johnson & Johnson stock options are subject to the terms of the applicable incentive plan, award agreement and administrative practices in an applicable holder’s jurisdiction. There

Shares of J&J Common Stock held for the account of participants in the Savings Plans are eligible for participation in the Exchange Offer. A Savings Plan participant may direct that all, some or none of such shares allocated to his or her Savings Plan account be exchanged, subject to the Savings Plan’s rules for participating in the Exchange Offer.

A Savings Plan’s rules and procedures for tendering shares held by the Savings Plan for the account of participants may be different than those described in this prospectus. For example, the process for submitting instructions to tender or withdraw the tender of Savings Plan shares may be different, and the deadlines for receipt of such instructions may be earlier than the expiration date of the Exchange Offer (including any extensions thereof).

The Savings Plans’ rules are described in a separate notice, which will be made available to the Savings Plan participants. Savings Plan participants should consult this additional notice together with this prospectus in deciding whether or not to participate in the Exchange Offer with respect to their Savings Plan shares.

If you want to retain your shares of J&J Common Stock, you do not need to take any action in connection with the Exchange Offer.

Yes. You may withdraw shares tendered at any time before the Exchange Offer expires. See “The Exchange Offer—Withdrawal Rights.” If you change your mind again before the expiration of the Exchange Offer, you can re-tender your shares of J&J Common Stock by following the tender procedures again.

Yes. The final exchange ratio used to determine the number of shares of Kenvue Common Stock that you will receive for each share of J&J Common Stock accepted in the Exchange Offer, including whether the upper limit is in effect, will be announced by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023). The expiration date of the Exchange Offer may be extended or the Exchange Offer may be terminated. You have the right to withdraw shares of J&J Common Stock you have tendered at any time before 12:00 midnight, New York City time, on the expiration date, which is two trading days after the final exchange ratio has been established. If you change your mind again before the expiration of the Exchange Offer, you can re-tender shares of J&J Common Stock by following the exchange procedures again prior to the expiration of the Exchange Offer. See “The Exchange Offer—Withdrawal Rights.”

If you are a registered holder of J&J Common Stock (which includes persons holding certificated shares and Direct Registration Shares), you must provide a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023). The information that must be included in that notice is specified under “The Exchange Offer—Withdrawal Rights.”

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult with that institution on the procedures with which you must comply and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not

If you hold your shares through the Savings Plans, you will be provided with special instructions by or on behalf of your plan administrator on how to withdraw your shares and you must deliver any required information in a timely manner in order for the tabulator for the Savings Plans to withdraw your election to exchange from the final tabulation. The deadline will be specified in the special instructions provided to you (or, if the Exchange Offer is extended, on the new plan participant withdrawal deadline).

Assuming the shares of J&J Common Stock validly tendered in the Exchange Offer have been accepted for exchange, the exchange agent will cause shares of Kenvue Common Stock to be credited in book-entry form to direct registered accounts maintained by Kenvue’s transfer agent for your benefit (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit you) promptly after the expiration of the Exchange Offer. See “The Exchange Offer—Delivery of Kenvue Common Stock; Book-Entry Accounts.”

As noted above, the Exchange Offer is conditioned upon the receipt by Johnson & Johnson of opinions of its U.S. tax advisors to the effect that the Exchange Offer, together with certain related transactions, will qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code. On the basis that the Exchange Offer qualifies as a tax-free distribution within the meaning of Section 355, for U.S. federal income tax purposes, you will not recognize any gain or loss, and no amount will be included in your income in connection with the Exchange Offer, in each case, except with respect to any cash received in lieu of fractional shares.

The material U.S. federal income tax consequences of the Exchange Offer are described in more detail under “Material U.S. Federal Income Tax Consequences.”

There are no appraisal rights available to Johnson & Johnson stockholders or Kenvue stockholders in connection with the Exchange Offer.

The shares of J&J Common Stock acquired by Johnson & Johnson in the Exchange Offer will be recorded as an acquisition of treasury stock at a cost equal to the market value of the shares of J&J Common Stock accepted in the Exchange Offer at its expiration. Any difference between the net book value of Kenvue attributable to Johnson & Johnson and the market value of the shares of J&J Common Stock acquired at that date will be recognized by

Also, upon completion of the Exchange Offer, and assuming Johnson & Johnson no longer has a controlling financial interest in Kenvue, Kenvue’s historical results will be shown in Johnson & Johnson’s financial statements as discontinued operations, and, in subsequent periods, Johnson & Johnson’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Kenvue.

J&J Common Stock acquired by Johnson & Johnson in the Exchange Offer will be held as treasury stock unless and until retired or used for other purposes.

Any J&J Common Stock acquired by Johnson & Johnson in the Exchange Offer will reduce the total number of Johnson & Johnson shares outstanding, although Johnson & Johnson’s actual number of shares outstanding on a given date reflects a variety of factors, such as the vesting and settlement of RSUs and PSUs or the exercise of vested stock options.

As permitted under SEC rules, Johnson & Johnson has commenced the Exchange Offer without the registration statement, of which this prospectus forms a part, having been declared effective by the SEC. Johnson & Johnson cannot, however, complete the Exchange Offer and accept for exchange any shares of J&J Common Stock validly tendered and not validly withdrawn in the Exchange Offer until the registration statement is effective and the other conditions to the Exchange Offer have been satisfied or, where legally permitted, waived.

You can find out more information about Johnson & Johnson and Kenvue by reading this prospectus and, with respect to Johnson & Johnson, from various sources described in “Incorporation by Reference.”

You may ask any questions about the Exchange Offer or request copies of the Exchange Offer documents and the other information incorporated by reference in this prospectus, without charge, from the information agent, Georgeson LLC, at 1-866-695-6074 (toll-free for stockholders, banks and brokers) or +1-781-575-2137 (all others outside the U.S.).

In determining whether or not to tender your shares of J&J Common Stock in the Exchange Offer, you should consider carefully all of the information about Kenvue and Johnson & Johnson included or incorporated by reference in this prospectus, as well as the information about the terms and conditions of the Exchange Offer. None of Johnson & Johnson, Kenvue or any of their respective directors or officers or any of the dealer managers or any other person makes any recommendation as to whether you should tender all, some or none of your shares of J&J Common Stock. You must make your own decision after reading this prospectus and consulting with your advisors.

Investing in Kenvue Common Stock involves risks. You should carefully consider the risk factors described below and in the section entitled “Risk Factors” in Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023 and Quarterly Report on Form 10-Q for the quarterly periods ended April 2, 2023 and July 2, 2023, which are incorporated by reference in this prospectus. The occurrence of the events described herein and therein could have a material adverse effect on Kenvue’s business, results of operations or financial condition. In such a case, the price of shares of Kenvue Common Stock may decline and you could lose all or part of your investment. Before making any investment decision, you should carefully consider these risks.

In addition, other unknown or unpredictable economic, business, competitive, regulatory, geopolitical or other factors could have material adverse effects on Kenvue’s or Johnson & Johnson’s businesses, results of operations or financial conditions. See “Cautionary Statement Concerning Forward-Looking Statements.”

Kenvue’s ability to compete successfully depends on the strength of its brands. The vast majority of Kenvue’s net sales are derived from products bearing proprietary trademarks and trade names, and these trademarks and trade names convey that the products Kenvue sells are “brand name” products. Developing and maintaining the reputation of Kenvue’s brands is a critical component of Kenvue’s relationship with consumers, customers, manufacturers, suppliers, distributors and other third-party partners, including healthcare professionals, influencers and other individuals with whom Kenvue has relationships. Kenvue believes consumers, customers and third-party partners value and trust the reputation, reliability and status of its brands and the quality, performance and functionality of its products. As a result, Kenvue devotes significant time and resources to programs designed to grow, protect and preserve its brands. However, these efforts may not be successful, and failure to maintain the value of Kenvue’s brands could impact its brand loyalty with consumers, customers and third-party partners and otherwise adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue’s reputation and brands have in the past been, and could in the future be, damaged by negative publicity, whether or not valid. Negative publicity could relate to Kenvue or its brands, products, supply chain, ingredients, packaging, ESG practices, employees or any other aspect of its business. Kenvue could experience negative publicity for a variety of reasons, including as a result of product safety issues, threatened or pending legal or regulatory proceedings, product claims, advertising and promotional practices, ESG practices (including as they relate to environmental impacts, such as deforestation, packaging, plastic use, energy use, water use and waste management, or labor conditions and practices, such as diversity, equity and inclusion matters), other sustainability or policy issues (which may be raised by consumer advocacy groups, third-party interest groups, investors, employees or other stakeholders), ingredient sourcing (such as certain sources of palm oil), counterfeiting incidents or cybersecurity incidents. Negative publicity that damages one of Kenvue’s brands could be compounded by having an adverse effect on its other brands or the company as a whole.

Kenvue’s reputation or brands could also be adversely affected by negative publicity related to Kenvue’s industry, competitors, competitors’ products, customers or Kenvue’s third-party partners, including healthcare professionals, influencers and other individuals with whom Kenvue has relationships, even if the publicity is not directly related to Kenvue or its brands and even if the publicity is not accurate. Kenvue’s reputation or brands could be adversely affected if Kenvue’s customers, manufacturers, suppliers, distributors and other third-party partners fail to maintain high ethical, social, environmental, health and safety standards, fail to comply with local laws and

In addition, widespread use of digital and social media platforms around the world has greatly increased the accessibility of information and the speed with which it is disseminated, which has made, and likely will continue to make, maintaining Kenvue’s reputation and brands more challenging. For example, information or misinformation about Kenvue, its brands or products may quickly spread to a large and global audience before Kenvue has an opportunity for redress or correction. Alternatively, Kenvue’s employees may knowingly or inadvertently use digital or social media platforms in ways that may not be aligned with Kenvue’s digital or social media strategy and could damage Kenvue’s reputation or brands. Damage to Kenvue’s reputation or brands could cause consumers, customers and third-party partners to lose trust in its products, requiring Kenvue to expend substantial resources to remedy the damage or otherwise adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue faces substantial competition in each of its business segments and product lines and across all geographic markets in which it operates, and competitive pressures could adversely affect Kenvue’s business, results of operations or financial condition. Kenvue competes with companies of all sizes on the basis of numerous factors, including cost-effectiveness, product performance, real or perceived product advantages, intellectual property rights, advertising and promotional activities, sponsorship initiatives, brand recognition and loyalty, consumer convenience, pricing and geographic reach. Furthermore, Kenvue expects that the continued attractiveness of the categories and geographic markets in which Kenvue operates will encourage the entry of new competitors of all sizes, which could increase these and other competitive pressures in the future. Kenvue may be unable to anticipate the timing and scale of the threats posed by its competitors or to successfully respond to them. In addition, the cost of responding to increasingly significant and widespread competition worldwide, including management time and out-of-pocket expenses, could adversely affect Kenvue’s business, results of operations or financial condition.

Certain of Kenvue’s competitors are multinational corporations that may have greater financial, marketing, research and development or other resources than it does, as well as greater market share within certain of its categories or geographic markets. These competitors could introduce competing products more quickly, respond more effectively to changing business and economic conditions and evolving consumer preferences, outspend Kenvue on advertising and promotional activities or possess greater negotiating leverage with customers, manufacturers, suppliers, distributors and other third-party partners. In addition, Kenvue faces competition from smaller companies that often operate on a regional basis. Many of these companies have benefited from the substantial growth in e-commerce and focus extensively on DTC or other non-traditional, digital business models. Kenvue’s products also compete with retailers’ private-label brands and generic non-branded products, which are typically sold at lower prices than its branded products. See “—Increases in the availability and acceptance of private-label brands and generic non-branded products could adversely affect Kenvue’s business, results of operations or financial condition.” As Kenvue seeks to grow its business, including by introducing new product offerings as part of Kenvue’s digital-first strategy and expanding its global operations, the composition of Kenvue’s competitors could change or expand from time to time to include companies with a strong presence in a particular category or geographic market.

Although several of Kenvue’s products are currently number one or two by net sales in their respective categories and Kenvue believes it has significant brand loyalty with consumers and customers for these products, a

Kenvue’s success is increasingly dependent on its ability to anticipate, understand and respond appropriately to market trends and rapidly changing consumer and customer preferences more quickly than its competitors. This requires Kenvue to effectively leverage digital technology and data analytics to gain new commercial insights and develop targeted marketing and advertising initiatives to reach consumers and customers. To maintain Kenvue’s success and increase its consumer and customer base, Kenvue must continually work to maintain and enhance the reputation of its brands, develop, manufacture and market new products with differentiated benefits, maintain and adapt to existing and emerging distribution channels, anticipate and adapt to evolving scientific knowledge and advances, successfully manage its inventories and modernize and refine its approach as to how and where Kenvue manufactures, markets and sells its products. Consumer preferences and purchasing patterns cannot be predicted with certainty and may fluctuate rapidly, facilitated by the speed with which information and opinions are shared on digital and social media platforms. For example, in recent years, there has been increasing awareness of the environmental impact and sustainability of its products, packaging and manufacturing practices. Furthermore, market trends and consumer preferences and purchasing patterns may vary by geographic region, which could present challenges for Kenvue’s brands that have global distribution footprints. If Kenvue is unable to anticipate, understand and respond appropriately to market trends and rapidly changing consumer and customer preferences, it may experience lower sales or increased pricing pressures, leading to excess inventory levels or lower gross margins, which could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue may be required to spend substantial resources on advertising and promotional activities to defend, maintain or improve its reputation, brands or market share positions or to successfully enter new markets, expand operations in existing markets or introduce new products to the marketplace. Kenvue’s business, results of operations or financial condition could be adversely affected if Kenvue is unable to maintain and promote a favorable perception of its brands and products on a cost-effective basis, or if Kenvue’s marketing initiatives or social media communications do not convey the desired message for a brand or product or Kenvue’s ability to attract consumers and customers.

Kenvue uses various media, including digital, social media and mobile communication channels, in connection with its marketing efforts. Digital, social media and mobile communication channels are becoming increasingly effective and are constantly evolving. Kenvue’s ability to effectively utilize digital, social media and mobile

In recent years, Kenvue has grown, and it intends to continue to grow, its business by expanding its global operations. In seeking to expand Kenvue’s operations in geographic markets where it currently has a presence or to establish operations in new geographic markets where it does not currently have a presence, Kenvue expects, as it has in the past, to invest significant resources, incur significant expenses and face various challenges, including those related to compliance with market-specific laws or regulations, gaining acceptance of Kenvue’s products from consumers, customers and third-party partners, some of whom may be less familiar with Kenvue and its brands or have existing brand loyalty or other commercial relationships with Kenvue’s competitors and their brands or products, and expanding Kenvue’s sales force and other personnel in those markets. Kenvue cannot predict with certainty the extent to which its products and marketing efforts will be accepted or successful in any particular market, and it is possible that positive returns on Kenvue’s investments in a market will not be achieved for several years, or at all.

In addition, competition is likely to intensify in the geographic markets where Kenvue plans to expand its operations. Local companies based in markets outside the United States may have substantial competitive advantages because of their greater understanding of, and focus on, those local markets. Some of Kenvue’s competitors may also be able to develop and grow in certain geographic markets more quickly than Kenvue will.

Furthermore, as Kenvue continues to expand its global operations, the variety and magnitude of risks associated with conducting business around the world may increase, which could have an adverse effect on Kenvue’s business, results of operations or financial condition. See “—Risks Related to Financial and Economic Market Conditions—Kenvue faces a variety of risks associated with conducting business around the world, and these risks will increase as Kenvue continues to expand its global operations.”

Over the last several years, Kenvue has pursued a digital-first strategy across all aspects of its operations, including research and development, supply chain, go-to-market and marketing, and Kenvue intends to continue to accelerate its implementation of this strategy in the future. Effective implementation of Kenvue’s digital-first strategy, including effective integration of Kenvue’s digital and physical channels, is integral to the continued growth of Kenvue’s business, but involves significant operational changes. Successful execution of this strategy has required, and will require, significant investments in Kenvue’s digital platforms, including information technology systems, and significant development and expansion of its digital capabilities, including data science, data analytics, Artificial Intelligence, machine learning and natural language processing.

Kenvue’s pursuit of this strategy has led Kenvue in recent years to promote new services, including e-commerce and DTC services, and introduce innovative new products and connected health offerings, including the Tylenol

Kenvue may not be able to respond appropriately to these risks and uncertainties, or Kenvue may otherwise face challenges as it continues to implement Kenvue’s digital-first strategy. If Kenvue is unable to improve its data quality and access, drive e-commerce success, enhance its precision marketing capabilities or otherwise realize the intended benefits of Kenvue’s digital-first strategy, Kenvue’s growth prospects may be hindered, which could adversely affect Kenvue’s business, results of operations or financial condition. Many of Kenvue’s competitors are also investing in digital and omnichannel strategies and could be more successful at implementing these strategies, particularly if digital operations are already among their core competencies or if they decide to invest more resources in developing and expanding their digital platforms and digital capabilities. The size and global scale of Kenvue’s business may also enable digitally native competitors to adapt to and implement digital developments and technological advancements with greater speed, agility and effectiveness. As a result of these and other factors, Kenvue may decide to adjust its focus on digital operations, or the pace at which it pursues Kenvue’s digital-first strategy, from time to time in the future, which could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue’s products are sold in a highly competitive global marketplace, which, in recent years, has experienced increased retail trade concentration, the emergence of retail buying alliances, the rapid growth of e-commerce and the integration of traditional and digital operations at key retail trade customers. For 2021 and 2020, one of Kenvue’s customers accounted for approximately 14% of its total net sales and Kenvue’s top ten customers represented approximately 43% of its total net sales. For 2022, one of Kenvue’s customers accounted for approximately 13% of its total net sales and Kenvue’s top ten customers represented approximately 42% of its total net sales. Nonetheless, as a result of these trends, Kenvue is increasingly dependent on certain large-format retail trade customers in each of its business segments and some of these retail trade customers have significant bargaining strength. Retail trade customers have used, and may continue to use, their bargaining strength as leverage to demand increased investments across a diverse platform, inclusive of data, retail media, search, higher trade discounts, logistical services or fines and promotion, which could lead to reduced sales or profitability.

Although Kenvue has formed long-term relationships with many of its key retail trade customers, Kenvue’s contracts with these customers typically have stated terms of one to three years. Accordingly, these relationships could change on short notice, and the terms of Kenvue’s future agreements with retail trade customers, including with respect to volume, pricing or the introduction of new products and services, are subject to periodic negotiation with each retail trade customer. Kenvue may not have any recourse in the event a retail trade customer no longer wants to purchase products from Kenvue or reduces the number of items it purchases from Kenvue. The loss of a key retail trade customer or a significant number of smaller retail trade customers, or a significant reduction in sales to a key retail trade customer or a significant number of smaller retail trade customers, could adversely affect Kenvue’s business, results of operations or financial condition, particularly if, as a result, Kenvue would become increasingly dependent on a single customer or a small group of customers.

Kenvue also has been, and may continue to be, negatively affected by changes in the policies or practices of its retail trade customers, such as inventory de-stocking, fulfillment requirements, limitations on access to shelf space, delisting of its products, environmental, sustainability, supply chain or packaging standards or initiatives and other conditions. For example, a determination by a key retail trade customer that any of Kenvue’s ingredients should not be used in certain products, or that Kenvue’s packaging does not comply with certain environmental, sustainability, supply chain or packaging standards or initiatives, could require Kenvue to undertake a complex, time-consuming and costly process to reformulate its products or packaging, which may lead to product shortages, declining sales, reputational damage and otherwise adversely affect Kenvue’s business, results of operations or financial condition. Moreover, the standards or initiatives established by Kenvue’s retail trade customers may conflict with one another, as has been the case with various “clean beauty” sustainability standards, which could impose additional costs on Kenvue and otherwise present challenges, particularly for Kenvue’s brands that have global or large distribution footprints.

In addition, the retail landscape in many markets continues to evolve as a result of the rapid growth of e-commerce retailers and price comparison websites, changing consumer preferences and purchasing patterns (as consumers increasingly shop online and via mobile and social applications) and the increased presence of alternative retail channels, such as subscription services and DTC businesses. These trends have accelerated in recent years, including during the COVID-19 pandemic. The rapid growth of e-commerce and the emergence of alternative retail channels have created, and may continue to create, pricing pressures for Kenvue’s retail trade customers or otherwise adversely affect Kenvue’s relationships with its retail trade customers. If Kenvue is not successful in continuing to adapt or effectively react to market trends and changes in consumer preferences and purchasing patterns, including by expanding sales through e-commerce, DTC and other alternative retail channels, Kenvue’s business, results of operations or financial condition could be adversely affected. See “—If Kenvue is unable to anticipate, understand and respond appropriately to market trends and rapidly changing consumer and customer preferences in a timely manner, or at all, Kenvue’s business, results of operations or financial condition could be adversely affected.”

Significant challenges or delays in Kenvue’s innovation and development of new products and technologies could adversely affect Kenvue’s business, results of operations or financial condition. Kenvue relies on continued global demand for its brands and products, which depends on the continued success of existing products, the successful identification, development and launch of innovative new and differentiated products and the expansion into adjacent categories, channels of distribution or geographies. Development of successful products and technologies is also necessary to offset the loss of sales when Kenvue’s existing products lose market share, which could occur due to various factors, such as competition and SKU rationalization. Kenvue cannot predict with certainty when or whether it will be able to develop products and technologies, or otherwise license or acquire new products and technologies, and whether they will be commercially successful. Kenvue’s ability to remain competitive within the categories in which it currently operates, enter new categories and expand into adjacent categories, channels of distribution or geographic markets depends on many factors, including whether Kenvue can successfully:

Developing new products and technologies is a complex, time-consuming and costly process. Any new product may not generate sufficient consumer and customer interest and sales to become a profitable product or to cover the costs of Kenvue’s development and promotion. Kenvue’s ability to achieve a successful launch of a new product could also be adversely affected by preemptive actions taken by competitors in response to the launch, such as increased advertising and promotional activities with respect to competing products. In addition, new products may not be accepted quickly or significantly in the marketplace, particularly in geographic markets that are less familiar with Kenvue or its brands, including due to product and price competition or changes in consumer preferences or purchasing patterns. The success of a product can also be adversely affected by concerns about the reliability, safety or efficacy of the product or an ingredient used in the product. See “—Risks Related to Government Regulation and Legal Proceedings—Concerns about the reliability, safety or efficacy of Kenvue’s products or their ingredients could result in litigation, regulatory action, reputational damage, product recalls, product reformulations or product withdrawals, which could adversely affect Kenvue’s business, results of operations or financial condition.”

Kenvue’s ability to quickly develop new products and technologies and to adapt and market its products on an ongoing basis to meet evolving consumer and customer preferences is an essential component of Kenvue’s business strategy. Any failure to develop and launch successful new products or to adapt Kenvue’s ingredients, packaging and supply chain to meet these preferences could hinder the growth of Kenvue’s business, and any delay in the development or launch of a new product could compromise Kenvue’s competitive position and otherwise adversely affect Kenvue’s business, results of operations or financial condition. See “—If Kenvue is unable to anticipate, understand and respond appropriately to market trends and rapidly changing consumer and customer preferences in a timely manner, or at all, Kenvue’s business, results of operations or financial condition could be adversely affected.” In addition, Kenvue’s ability to develop innovative new products could be adversely affected if third parties allege that Kenvue is infringing on, misappropriating or otherwise violating their intellectual property rights. If, in the course of identifying or developing new products, Kenvue is found to have infringed the trademark, trade secret, copyright, patent or other intellectual property rights of others, directly or indirectly, through the use of third-party ideas or technologies, Kenvue’s ability to develop innovative new products could be adversely affected. Even if it is ultimately determined that Kenvue did not infringe a third party’s intellectual property rights, a claim of infringement could delay Kenvue’s launch of a new product or increase the cost of its development. See “—Risks Related to Government Regulation and Legal Proceedings—Kenvue may be involved in legal proceedings based on the alleged violation of intellectual property rights, such as trademark or patent infringement claims, and, if it is found to have violated the intellectual property rights of others, Kenvue’s business, results of operations or financial condition could be adversely affected.”

Kenvue is subject to risks associated with global health crises, epidemics and pandemics, including the global outbreak of COVID-19 and its variants. The COVID-19 pandemic has adversely affected, and is expected to continue to adversely affect, certain aspects of Kenvue’s business, results of operations or financial condition, including by causing commodity scarcities and other disruptions to Kenvue’s manufacturing operations, shipping delays and other disruptions to Kenvue’s supply chain and volatility in the demand for and availability and usage of Kenvue’s products. Although sales of some of Kenvue’s products, particularly in the Self Care and Essential Health segments, have increased during the COVID-19 pandemic, sales of other products, particularly in the Skin Health and Beauty segment, have fluctuated during the COVID-19 pandemic due to lockdown-driven lost usage occasions, including as a result of the inability of consumers to purchase Kenvue’s products due to financial hardship, government actions imposing travel or movement restrictions, shifts in demand and consumption away from more discretionary or higher-priced products to lower-priced products and consumer pantry-loading activity. The COVID-19 pandemic has also caused Kenvue to modify its workplace practices from time to time, such as by temporarily instituting remote work for many of its employees. Kenvue may take further actions to modify its business practices from time to time in the future in response to the COVID-19 pandemic, or any other global health crisis, epidemic or pandemic, as may be required by governmental directives or as Kenvue may otherwise determine to be in the best interests of its employees or third-party partners. These future actions could adversely affect Kenvue’s business, results of operations or financial condition.

The extent to which the COVID-19 pandemic will continue to impact Kenvue’s future operations will depend on numerous evolving factors that cannot be predicted with certainty, including the magnitude and duration of the COVID-19 pandemic, the extent to which the COVID-19 pandemic impacts worldwide macroeconomic conditions (including interest rates, employment rates and health insurance coverage), the speed of the anticipated recovery from the COVID-19 pandemic and governmental and business reactions to the COVID-19 pandemic. Any resurgence in the spread of COVID-19 or its variants could result in the imposition of new governmental directives and the implementation of prolonged restrictive measures that could further disrupt Kenvue’s operations. Given that developments concerning the COVID-19 pandemic have been constantly evolving, additional impacts and risks may arise that are not presently known to Kenvue. As a result, future impacts of the COVID-19 pandemic on Kenvue’s business, results of operations and financial condition remain uncertain, and Kenvue continues to monitor the situation.

In addition, to the extent the COVID-19 pandemic, or any other global health crisis, epidemic or pandemic, adversely affects Kenvue’s business, results of operations or financial condition, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Kenvue has historically expanded its operations by pursuing acquisitions of businesses, brands, assets and technologies from third parties. For example, in 2019 Kenvue acquired the Dr. Ci:Labo brand of dermocosmetic skin care products and in 2018 Kenvue acquired the Zarbee’s brand of nature-inspired wellness products. As part of Kenvue’s growth strategy, Kenvue expects to continue to pursue acquisitions of businesses, brands, assets and technologies from third parties in the future. Pursuing acquisition targets, signing and closing acquisition transactions and integrating acquired businesses, brands, assets and technologies into Kenvue’s ongoing operations involve numerous potential risks that could adversely affect Kenvue’s business, results of operations or financial condition, including:

Moreover, Kenvue’s acquisitions have in the past resulted in, and could in the future result in, substantial exposure to contingent liabilities, such as litigation, indemnification claims and earn-out obligations. The occurrence

In addition, Kenvue has divested, and expects to continue to periodically divest in the future, businesses, brands and assets as part of ongoing efforts to refine its portfolio and redefine its strategic priorities. These divestitures may adversely affect Kenvue’s business, results of operations or financial condition if Kenvue is unable to offset the dilutive impacts from the loss of net sales associated with the divested businesses, brands or assets or otherwise achieve the anticipated benefits or cost savings from the divestitures. Furthermore, businesses, brands or assets under consideration for, or otherwise subject to, divestiture may be adversely impacted prior to completion of the divestiture, which could adversely affect Kenvue’s business, results of operations or financial condition.

For additional information about recent acquisitions and divestitures, see Note 14, “Acquisitions and Divestitures,” to Kenvue’s audited combined financial statements included elsewhere in this prospectus.

Many of Kenvue’s products, such as its OTC products, face substantial competition from retailers’ private-label brands and generic non-branded products, which are typically sold at lower prices than branded products. For example, in the allergy care category, where Zyrtec had the number one market share on a global basis in 2022, private-label brands collectively accounted for approximately 27% of the global sales in that category. In addition, in the pain care category, where Tylenol had the number one market share on a global basis in 2022, private-label brands collectively accounted for approximately 19% of the global sales in that category.

Legislative proposals emerge from time to time in various jurisdictions that would further encourage the early and rapid approval of generic non-branded products in those jurisdictions. An increase in the availability and acceptance of private-label brands and generic non-branded products around the world could cause Kenvue to reduce the prices of some of its products to maintain sales volume, which could adversely affect the profitability and market share of those products and otherwise adversely affect Kenvue’s business, results of operations or financial condition. Although Kenvue believes that its branded products provide superior quality, performance and functionality, Kenvue cannot predict with certainty the extent to which consumers will continue to favor its branded products over private-label and generic non-branded products in the future, particularly during periods when economic or market conditions are uncertain or unfavorable.

In addition, retailers’ private-label brands and generic non-branded products may use similar packaging and trade dress as Kenvue’s proprietary packaging and trade dress, which could diminish the value of Kenvue’s proprietary rights in its branded products. Kenvue may, from time to time, decide not to enforce such proprietary rights against these retailers due, in part, to uncertainty about the outcome and its relationship with these retailers, among other factors. See “—Risks Related to Government Regulation and Legal Proceedings—The loss of any registered trademark or other rights with respect to Kenvue’s trademarks or trade names could enable other companies to compete more effectively with Kenvue and otherwise adversely affect Kenvue’s business, results of operations or financial condition.”

Kenvue’s industry, including its business, continues to be challenged by the vulnerability of distribution channels to illegal counterfeiting and the presence of counterfeit, intellectual property infringing or other unauthorized products in a growing number of markets and over the internet. Kenvue has anticounterfeiting initiatives in place and works closely with government regulators and law enforcement officials to prevent and stop these activities. Nonetheless, third parties may illegally distribute and sell counterfeit, intellectual property

Kenvue may be unable to prevent sales of counterfeit or stolen products, unauthorized resellers online or sales in violation of law or its policies, particularly as Kenvue’s sales on various e-commerce platforms grow. The internet exposes consumers to greater risk because it is a preferred vehicle for counterfeit, intellectual property infringing or other unauthorized versions of products. Counterfeit, intellectual property infringing or other unauthorized versions of Kenvue’s products could adversely affect Kenvue’s business, results of operations or financial condition by diverting Kenvue’s products from their authorized market into other channels or by being mistakenly attributed to, or impacting consumer confidence in, Kenvue’s authentic products, potentially resulting in lost sales, product recalls and an increased threat of legal or regulatory proceedings.

Kenvue relies on relationships with third parties, including manufacturers, suppliers, distributors, contractors, logistics providers and other external business partners, in many aspects of its business. If Kenvue is unable to effectively manage its third-party relationships and the agreements under which its third-party partners operate, Kenvue’s business, results of operations or financial condition could be adversely affected. Furthermore, failure of these third parties to meet their obligations to Kenvue or substantial disruptions in Kenvue’s relationships with these third parties could adversely affect Kenvue’s business, results of operations or financial condition. While Kenvue has policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, compliance matters and ESG practices, thereby potentially increasing Kenvue’s reputational, legal, financial and operational risk. If Kenvue’s manufacturers, suppliers or other third-party partners fail to comply with applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, health and safety standards, production practices or other obligations, norms or ethical standards, Kenvue’s reputation or brands could be damaged, and Kenvue could be exposed to litigation, investigations, enforcement actions, monetary liability and additional costs that could adversely affect Kenvue’s business, results of operations or financial condition. Moreover, some of Kenvue’s third-party partners are located outside the United States, which exposes Kenvue to additional risks inherent to conducting business around the world. These risks will increase as Kenvue continues to expand Kenvue’s global operations. See “—Risks Related to Financial and Economic Market Conditions—Kenvue faces a variety of risks associated with conducting business around the world, and these risks will increase as Kenvue continues to expand its global operations.”

In particular, Kenvue partners with third parties to manufacture certain of its key products, such as Tylenol and Zyrtec. Kenvue depends on these third-party manufacturers to allocate to Kenvue a portion of their manufacturing capacity sufficient to meet Kenvue’s needs, to produce products of acceptable quality and at acceptable manufacturing yields and to deliver those products to Kenvue on a timely basis and at acceptable prices. However, these third-party manufacturers may not be able to meet Kenvue’s near-term or long-term manufacturing requirements, which could result in lost sales and otherwise adversely affect Kenvue’s business, results of operations or financial condition. Other risks associated with Kenvue’s reliance on third parties to manufacture products include reliance on third parties for regulatory compliance and quality assurance, potential misappropriation of

In connection with the Separation, Kenvue may need to replace certain of its existing contracts with third parties and, with respect to certain contracts, including contracts related to information technology and cybersecurity matters, that are intended to be transferred, in whole or in part, from Johnson & Johnson to Kenvue, obtain consents or approvals from third parties. If Kenvue is unable to obtain these replacement contracts or required consents or approvals, or if Kenvue can only do so on less favorable terms, Kenvue’s business, results of operations or financial condition could be adversely affected. See “—Risks Related to Kenvue’s Relationship with Johnson & Johnson—The transfer of certain contracts and other assets and rights from Johnson & Johnson to Kenvue may require the consents or approvals of third parties and governmental authorities, and failure to obtain these consents or approvals could adversely affect Kenvue’s business, results of operation or financial condition.” In addition, upon expiration or termination of the Transition Services Agreement and the Transition Manufacturing Agreement that Kenvue has entered into with Johnson & Johnson in connection with the Separation, Kenvue may need to engage alternative third-party sources to provide certain manufacturing operations, systems and services that Johnson & Johnson currently provides to Kenvue, which could further increase its exposure to the risks related to reliance on third parties described in the preceding two paragraphs. See “—Risks Related to Kenvue’s Relationship with Johnson & Johnson—Johnson & Johnson may fail to perform under the Transition Manufacturing Agreement, or Kenvue may fail to have replacement manufacturing arrangements in place when the Transition Manufacturing Agreement expires” and “—Risks Related to Kenvue’s Relationship with Johnson & Johnson—Johnson & Johnson may fail to perform under the Transition Services Agreement, or Kenvue may fail to have replacement systems and services in place when the Transition Services Agreement expires.”

Kenvue’s ability to meet the needs of its consumers and customers depends on the proper functioning of Kenvue’s manufacturing and supplier operations. Kenvue’s manufacturing operations require the timely delivery of sufficient amounts of complex, high-quality components and materials. Interruptions or delays in Kenvue’s internal operations, or those of Kenvue’s third-party manufacturers, suppliers and logistics providers, could adversely affect Kenvue’s business, results of operations or financial condition. These disruptions could be caused by a number of factors, including regulatory action, quality control or safety issues, labor disputes or the lack of availability of qualified personnel, concentration or insolvency of manufacturers or suppliers, site-specific incidents (such as fires, explosions, flooding, power outages or site closures), natural disasters (such as hurricanes, earthquakes or other severe natural events), raw material shortages, increases in the cost of components and materials for Kenvue’s products, political unrest, terrorist attacks, cybersecurity incidents, epidemics, pandemics (such as the COVID-19 pandemic), global shipping, logistics, transport and warehousing constraints, governmental incentives and controls (including import and export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers), other unfavorable economic or market conditions, trade embargoes, customs and tax requirements and similar factors.

Kenvue has in the past faced, and may in the future face, unanticipated interruptions and delays in manufacturing through Kenvue’s internal and external supply chain. Manufacturing or supplier disruptions could result in product shortages, declining sales, reputational damage or significant costs, which could adversely affect Kenvue’s business, results of operations or financial condition. In addition, although Kenvue currently operates 25 in-house manufacturing sites and sources from hundreds of suppliers around the world, some of Kenvue’s products are currently manufactured at a single location or a limited number of locations. Kenvue also purchases certain key components and materials for its products, including APIs required to manufacture Tylenol, from single-source

The unavailability of qualified manufacturers or suppliers could further disrupt Kenvue’s operations. Kenvue’s current manufacturing or supplier operations may not be able to continue to manufacture or supply current quantities at preferential prices or accommodate Kenvue’s anticipated growth. New manufacturers and suppliers may need to be qualified under industry and governmental standards as well as Kenvue’s own ethical and business partner standards, which can require a significant amount of resources. If Kenvue is unable to enter into relationships with new manufacturers or suppliers or replace the loss or unavailability of any of Kenvue’s existing manufacturers or suppliers on a timely basis, or at all, Kenvue’s business, results of operations or financial condition could be adversely affected.

Kenvue’s ability to receive inventory and deliver products to distributors, customers and consumers on a timely basis depends on the proper functioning of Kenvue’s manufacturing, supplier and distribution operations, and interruptions or delays in these operations could adversely affect Kenvue’s business, results of operations or financial condition. Distribution disruptions can occur for many reasons, including manufacturing or supplier disruptions, labor disputes or the lack of availability of qualified personnel, concentration or insolvency of distributors or logistics providers, site-specific incidents, natural disasters, political unrest, terrorist attacks, cybersecurity incidents, epidemics, pandemics (such as the COVID-19 pandemic), other unfavorable economic or market conditions, trade embargoes, customs and tax requirements and similar factors. Increases in transportation costs (including fuel costs) or shipping costs, issues with overseas shipments, reductions in the transportation capacity of carriers, labor strikes or shortages in the transportation industry, disruptions to transportation infrastructure and unexpected delivery interruptions or delays could also increase the costs of, or otherwise adversely affect, Kenvue’s distribution operations.

Interruptions or delays in Kenvue’s distribution operations could disrupt Kenvue’s ability to process or fulfill customer or consumer orders. Any delay in processing, or inability to fulfill, customer or consumer orders through Kenvue’s distribution network could adversely affect Kenvue’s business, results of operations or financial condition. Kenvue is also subject to risks of damage to, or loss of, its products while they are stored in its warehousing facilities or being delivered by its shipping vendors. Distributors, customers and consumers rely on timely receipt of Kenvue’s products and any repeated, intermittent or long-term disruption to, or failure of, the operations of Kenvue’s warehousing and distribution facilities could lead to lower sales and profitability, excess inventory, reputational damage or loss of loyalty to Kenvue’s brands. In addition, as Kenvue continues to grow its business, Kenvue may need to continue to update or expand its warehousing and distribution facilities, which may require significant amounts of capital, or engage additional third-party distributors and shipping vendors, which may increase the risks to Kenvue’s business associated with reliance on third parties. See “—Kenvue relies on third parties in many aspects of its business, including to manufacture certain of its products, which exposes Kenvue to additional risks that could adversely affect Kenvue’s business, results of operations or financial condition.”

The manufacture and distribution of Kenvue’s products involves a variety of raw materials, including essential oils, resins, pulp, tropical oils, lubricants, tallow, corn, poultry, soybeans and silicon; packaging components, including corrugate; and other inputs, including energy, labor, transportation (such as trucks, containers and ocean freight) and logistics services. Any increase in the cost, or constraint on the availability, of these raw materials, packaging components or other inputs for Kenvue’s products could adversely affect Kenvue’s business, results of operations or financial condition. Volatility in the cost or availability of these raw materials, packaging components and other inputs for Kenvue’s products can occur for many reasons, including changes in consumer and customer preferences and purchasing patterns, regulatory action, safety issues, labor issues, concentration or insolvency of

Inflationary pressures have recently increased, and may continue to increase, the costs of these raw materials, packaging components and other inputs for Kenvue’s products. Since 2021 and continuing throughout 2022, Kenvue has experienced, and it continues to experience, higher than expected inflation, including escalating transportation, commodity and other supply chain costs and disruptions that have adversely affected, and continue to adversely affect, Kenvue’s results of operations. Kenvue anticipates that supply chain disruptions will persist in the near-term. Kenvue strives to maintain Kenvue’s usual profit margins in economies experiencing high inflation rates, which has in the past caused Kenvue (including in response to recent periods of high inflation in the United States), and may in the future cause Kenvue, to increase its prices and to implement supply chain optimization initiatives to partially offset the adverse effects of the high inflation. Specifically, since 2021, Kenvue has partially offset the impact of inflation largely through price increases, in addition to continued supply chain optimization initiatives. However, if Kenvue’s costs continue to be subject to significant inflationary pressures, Kenvue may not be able to offset the higher costs through price increases, achieve cost efficiencies, such as in manufacturing and distribution, or otherwise manage the exposure through sourcing strategies, ongoing productivity initiatives and the use of commodity hedging contracts, which could adversely affect Kenvue’s business, results of operations or financial condition. In addition, even if Kenvue is initially able to increase the prices of its products as a responsive measure to inflationary pressures, Kenvue may not be able to sustain these price increases, or sustained price increases may eventually lead to a decline in sales volume if Kenvue’s competitors do not increase their prices or if consumers or customers decide to no longer pay the higher prices for Kenvue’s products. As a result, inflationary pressures could damage Kenvue’s reputation or brands or lead to loss of profitability or market share, which could adversely affect Kenvue’s business, results of operations or financial condition.

In addition, in certain cases, Kenvue’s relationship with a particular supplier may not be governed by a contract and the supplier could discontinue Kenvue’s supply at any time. This risk may be magnified in economies experiencing high inflation rates, as suppliers could respond to inflationary pressures by reallocating supply to competitors that are willing to pay more for the applicable materials or components. If Kenvue is unable to procure key raw materials or packaging components for its products at a reasonable cost, or at all, Kenvue’s business, results of operations or financial condition could be adversely affected.

To ensure adequate inventory supply, Kenvue forecasts inventory needs and places orders with its third-party manufacturers before firm orders are placed by Kenvue’s consumers or customers. Factors that could affect Kenvue’s ability to accurately forecast demand for its products include an unanticipated increase or decrease in demand for its products; its failure to accurately forecast acceptance for new products; product introductions by competitors; unanticipated changes in general market conditions (which may result in cancellations of advance orders or a reduction or increase in the rate of reorders or at-once orders placed by Kenvue’s customers); the impact on demand due to natural disasters or unseasonable weather conditions, weakening of economic conditions or consumer or customer confidence in future economic conditions (which could reduce demand for Kenvue’s products); and terrorism or acts of war, or the threat thereof, or political or labor instability or unrest (which could adversely affect consumer or customer confidence and spending or the cost or availability of raw materials and other inputs for Kenvue’s products).

If Kenvue fails to accurately forecast consumer and customer demand for Kenvue’s products, Kenvue may experience excess inventory levels or a shortage of product to deliver to its consumers, customers and distributors. Inventory levels in excess of consumer or customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices or in less preferred distribution channels, which could damage Kenvue’s reputation and otherwise adversely affect Kenvue’s business, results of operations or financial condition. In addition, if Kenvue underestimates the demand for its products, Kenvue’s third-party manufacturers may not be able to manufacture products in quantities that are sufficient to meet Kenvue’s consumer or customer requirements, which could result in delays in the shipment of Kenvue’s products, lost sales and damage to its reputation and

Kenvue’s business is increasingly dependent on information technology systems, networks and services, including internal and public internet and intranet sites, data hosting and processing facilities and technologies, cloud-based services and hardware, physical security systems, digital, social media and mobile technology platforms and other hardware, software and technical applications and platforms (collectively, “IT Systems”), some of which are managed, hosted, provided or used by third parties, including cloud-based service providers, and their vendors. Kenvue’s uses of IT Systems include:

Kenvue’s IT Systems and those of third parties with which Kenvue partners or their vendors could be damaged, breached or cease to function properly due to any number of causes, including catastrophic events, natural disasters, power outages, computer and telecommunications failures, improper data handling, viruses, phishing attempts, cyberattacks, malware and ransomware attacks, security breaches, security incidents or employee error or malfeasance. In particular, extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these systems and networks and the confidentiality, integrity and availability of Kenvue’s sensitive data. The overall increase in supply chain attacks on companies generally and Kenvue’s interdependency on third-party service providers increase the potential for supply disruptions and service outages.

Certain of Kenvue’s third-party partners and their vendors have access to portions of Kenvue’s IT Systems, and any attack on the IT Systems of these third-party partners or their vendors could then be used to attempt to infiltrate Kenvue’s IT Systems. Furthermore, any cybersecurity incident impacting Kenvue’s third-party partners or their vendors may adversely affect Kenvue’s business, results of operations or financial condition even if the breach does not directly impact Kenvue’s IT Systems. If the market for third parties that provide the IT Systems Kenvue uses in

Cyberattacks and other cybersecurity incidents are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives (including industrial espionage) and expertise, including nation-states, organized criminal groups, “hacktivists,” insiders acting with malicious intent and others. Kenvue’s IT Systems and those of third parties with which Kenvue partners or their vendors have been, and likely will continue to be, subject to advanced computer attacks, including viruses or other malicious code, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, hacking and other cyberattacks. In addition, the global threat of cyberattacks has increased in response to the Russia-Ukraine War. See “—Risks Related to Financial and Economic Market Conditions—The Russia-Ukraine War, and actions taken in response to the Russia-Ukraine War, could adversely affect Kenvue’s business, results of operations or financial condition.”

Kenvue continually assesses these threats and makes investments to increase internal protection, detection and response capabilities and ensure the third parties with which Kenvue partners and their vendors have the required capabilities and controls to address these risks. However, Kenvue’s security efforts may not prevent or timely detect breakdowns, breaches, cyberattacks or other compromises of or interruptions to Kenvue’s IT Systems or those of third parties with which Kenvue partners or their vendors, and Kenvue may not be able to timely remediate any breakdowns, breaches, cyberattacks or other compromises or interruptions that Kenvue detects, which could adversely affect Kenvue’s business, results of operations or financial condition. Furthermore, notwithstanding any contractual rights or remedies Kenvue may have, because Kenvue does not control, and may have limited oversight over, Kenvue’s third-party partners and their vendors, Kenvue cannot ensure the technologies, capabilities and controls they employ to protect the integrity and security of their IT Systems will provide adequate protection. In addition, Kenvue, third parties with which Kenvue partners and their vendors periodically upgrade IT Systems or adopt new technologies. If an upgrade to an IT System or a newly adopted technology that is used in its business does not function as designed or for its intended purpose, or increases Kenvue’s exposure to a cyberattack or cybersecurity incident, Kenvue’s business, results of operations or financial condition could be adversely affected.

To date, Kenvue has not experienced any material impact to its business or operations resulting from information security or cybersecurity incidents. However, due to the frequency with which attack techniques change and the increased volume and sophistication of attacks, there is the continuous potential for Kenvue’s business, results of operations or financial condition to be adversely affected by an information security or cybersecurity incident involving Kenvue or a third party with which Kenvue partners or Kenvue’s vendors, which could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. Moreover, Kenvue expects that the variety and magnitude of risks associated with its use of IT Systems will increase as Kenvue continues to implement Kenvue’s digital-first strategy and as Kenvue’s third-party partners similarly expand their digital operations.

The availability of cybersecurity insurance to cover an information security or cybersecurity incident in the future, whether on economically reasonable terms or at all, is uncertain and, even if available, the coverage may not be sufficient to cover all financial, legal, business or reputational losses that may result from a breakdown, breach, cyberattack or other compromise of or interruption to the IT Systems or confidential and other sensitive information used in Kenvue’s business. If Kenvue maintains cybersecurity insurance, the insurer may deny coverage as to any future claim. Even if Kenvue maintains cybersecurity insurance, the successful assertion of one or more large claims against Kenvue that exceed available insurance coverage, or the occurrence of changes in Kenvue’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect Kenvue’s business, results of operations or financial condition. See “—Insurance coverage, even where available, may not be sufficient to cover losses Kenvue may incur.” In addition, limitation of liability or indemnity provisions in Kenvue’s contracts, including with vendors and service providers, may not be enforceable or adequate or otherwise protect Kenvue from any liabilities or damages for an information security or cybersecurity incident with respect to any particular claim.

In connection with the Separation, Kenvue is working to separate its IT Systems from Johnson & Johnson’s IT Systems. Any of the foregoing risks may be exacerbated by the Separation as a result of the required transition of Kenvue’s IT Systems and related transfer of data. See “—Risks Related to Kenvue’s Relationship with Johnson &

For additional information about risks related to privacy and data protection matters, see “—Risks Related to Government Regulation and Legal Proceedings—A breach of privacy laws or unauthorized access, loss or misuse of personal data could adversely affect Kenvue’s business, results of operations or financial condition.”

Kenvue’s business depends on its ability to attract and retain talented employees representing diverse backgrounds, experiences and skill sets. The market for highly skilled personnel and leaders in Kenvue’s industry is extremely competitive, and Kenvue’s ability to compete depends on its ability to hire, develop and motivate highly skilled personnel and leaders in all areas of Kenvue’s business and in all geographic markets in which Kenvue operates, particularly as Kenvue continues to implement Kenvue’s digital-first strategy and expand Kenvue’s global operations. Maintaining Kenvue’s brands and reputation, and a diverse, equitable and inclusive work environment, enables Kenvue to attract top talent. If Kenvue is less successful in its hiring efforts, or, if Kenvue cannot retain highly skilled workers and key leaders, then Kenvue’s ability to develop, market and sell successful products could be adversely affected. Furthermore, Kenvue’s ability to attract and retain talent has been, and may continue to be, impacted to varying degrees by challenges in the labor market that emerge from time to time, such as wage inflation, labor shortages, changes in immigration laws and government policies and a shift toward remote work and other flexible work arrangements.

As part of Johnson & Johnson, Kenvue was able to capitalize on Johnson & Johnson’s historical market reputation, performance and corporate brand identity to attract and retain key personnel to run and operate its business. As a standalone company, Kenvue will not have the same historical market reputation, performance or corporate brand identity as Johnson & Johnson, which may make it more difficult for Kenvue to attract or retain such personnel. In connection with the Separation, Kenvue needs to hire and integrate a significant number of employees on an expedited basis to enable Kenvue to continue to operate without the same access to Johnson & Johnson’s existing operational and administrative infrastructure. Furthermore, the Separation could result in new and increased demands on Kenvue’s management team and other employees. Current or prospective employees could also experience uncertainty about their future roles at Kenvue as a result of the Separation or other strategic, organizational or operational changes in the future. As a result, Kenvue may lose key personnel or it may be unable to attract, integrate, retain or motivate qualified individuals, or the costs associated with attracting, integrating, retaining or motivating personnel may increase. Any impact on Kenvue’s ability to operate its business with employees possessing the appropriate expertise could adversely affect Kenvue’s business, results of operations or financial condition.

Effective succession planning is also important to Kenvue’s long-term success. Any unsuccessful implementation of Kenvue’s succession plans or failure to ensure effective transfer of knowledge and smooth transitions involving key employees could adversely affect Kenvue’s business, results of operations or financial condition.

Some of Kenvue’s employees are members of unions or trade associations, represented by works councils or otherwise subject to collective bargaining agreements in certain jurisdictions, including the United States. As a result, Kenvue is exposed to risks associated with labor disputes, strikes, work stoppages and other similar labor relations matters. Kenvue may be unable to negotiate new collective bargaining agreements on similar or more favorable terms, and Kenvue may experience work stoppages, higher ongoing labor costs or other labor issues in the future. These risks may be increased by the Separation to the extent Kenvue is no longer able to benefit from Johnson & Johnson’s existing relationships and prior negotiations relating to collective bargaining agreements. Kenvue may also experience difficulties or delays in implementing changes to Kenvue’s workforce in certain geographic markets or in building Kenvue’s workforce in new geographic markets that Kenvue may enter.

Legislative proposals are made or discussed from time to time to increase the federal minimum wage in the United States as well as the minimum wage in a number of federal, state and local jurisdictions around the world. As the applicable minimum wage rates increase, Kenvue may need to increase the wage rates of Kenvue’s hourly employees. If Kenvue fails to increase its wages competitively in response to increasing wage rates, the quality of Kenvue’s workforce could decline. Legislative proposals are also made or discussed from time to time to modify benefit programs, such as health insurance and paid leave programs. Any increase in the cost of Kenvue’s labor as a result of these or other legislative proposals could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue’s manufacturers, suppliers or other third-party partners may also be affected by labor-related issues, which could disrupt Kenvue’s operations, potentially for an extended period of time, and otherwise adversely affect Kenvue’s business, results of operations or financial condition. See “—Kenvue relies on third parties in many aspects of its business, including to manufacture certain of its products, which exposes Kenvue to additional risks that could adversely affect Kenvue’s business, results of operations or financial condition.”

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere, which could have an adverse effect on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters, could adversely affect Kenvue’s business, results of operations or financial condition. Natural disasters and extreme weather conditions, such as hurricanes, tornados, earthquakes, wildfires or flooding incidents, pose physical risks to Kenvue’s facilities and have in the past, and could in the future, disrupt the operation of Kenvue’s supply chain. The impacts of the changing climate on water resources may result in water scarcity, limiting Kenvue’s ability to access sufficient high-quality water in certain locations, which may increase operational costs. Concern over climate change may also result in new laws or regulations designed to reduce greenhouse gas emissions or mitigate the effects of climate change on the environment. If new laws or regulations are more stringent than current laws or regulations, Kenvue may experience disruption in, or an increase in the costs associated with, sourcing, manufacturing and distribution of its products. See “—Risks Related to Government Regulation and Legal Proceedings—Kenvue is subject to a broad range of environmental, health and safety laws and regulations, and the impact of any obligations under these laws and regulations could adversely affect Kenvue’s business, results of operations or financial condition.”

For additional information about risks related to climate change and sustainability matters, including Kenvue’s climate change and sustainability goals, see “—Increasing scrutiny and rapidly evolving expectations from stakeholders regarding ESG matters could adversely affect Kenvue’s business, results of operations or financial condition.”

Increasing scrutiny and rapidly evolving expectations, including by governmental and non-governmental organizations, consumer advocacy groups, third-party interest groups, investors, consumers, customers, employees and other stakeholders, regarding ESG practices and performance, particularly as they relate to the environment, sustainability, climate change, health and safety, supply chain management, diversity, labor conditions and human rights, could adversely affect Kenvue’s business, results of operations or financial condition. The standards for tracking and reporting on ESG matters are relatively new, have not been harmonized and continue to evolve. Legislators and regulators have imposed, and likely will continue to impose, ESG-related legislation, rules and guidance, which may conflict with one another, create new disclosure obligations, result in additional compliance costs or expose Kenvue to new or additional risks. In addition, customers and other stakeholders have encouraged or insisted on, and likely will continue to encourage or insist on in the future, the adoption of various ESG practices that may conflict with one another and may exceed the requirements of applicable laws or regulations. Furthermore, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to various ESG matters. Implementing any necessary enhancements to Kenvue’s global processes and

In 2020, Kenvue launched its Healthy Lives Mission, which includes a public commitment to invest $800 million by 2030 intended to position Kenvue’s brands as healthy choices for both people and the planet. Kenvue expects to expend significant resources to promote its Healthy Lives Mission and broader ESG efforts. However, Kenvue may be unable to successfully implement its ESG efforts or the changes Kenvue implements in connection with its ESG efforts may not generate the intended effects, which could adversely affect Kenvue’s business, results of operations or financial condition. For example, Kenvue’s ESG goals and commitments could hinder Kenvue’s ability to obtain sufficient amounts of products or materials, either at a reasonable cost or at all, including because Kenvue’s ESG goals and commitments could reduce the number of manufacturers or suppliers with business practices or access to materials that satisfy the requirements of Kenvue’s ESG goals and commitments. In addition, Kenvue expects that stakeholders will compare Kenvue’s ESG goals and commitments against those of Kenvue’s competitors. Kenvue’s competitors could have more robust ESG goals and commitments or be more successful at implementing their ESG goals and commitments than Kenvue, which could adversely affect Kenvue’s reputation. Kenvue’s competitors could also decide not to establish ESG goals and commitments at a scope or scale that is comparable to Kenvue’s ESG goals and commitments, which could result in Kenvue’s competitors having lower supply chain or operating costs.

Kenvue’s reputation may be affected by Kenvue’s perceived ESG credentials and Kenvue’s ability to meet Kenvue’s ESG goals. Despite Kenvue’s efforts, any actual or perceived failure to achieve Kenvue’s ESG goals or the perception (whether or not valid) that Kenvue has failed to act responsibly with respect to ESG matters, comply with ESG laws or regulations or meet societal, investor and consumer ESG expectations could result in negative publicity and reputational damage, lead consumers or customers to purchase competing products or investors to choose not to invest in Kenvue’s company or cause dissatisfaction among Kenvue’s employees or other stakeholders, which could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue’s business exposes it to the risk of liabilities and losses arising from Kenvue’s operations. For example, Kenvue may be liable for claims brought by consumers, customers, employees or other third parties for personal injury or property damage arising from the use of Kenvue’s products or premises. Kenvue also may face liabilities or losses due to site-specific incidents (such as fires, explosions, flooding or power outages), natural disasters (such as hurricanes, earthquakes or other severe natural events), cybersecurity incidents and similar factors. Kenvue seeks to minimize these risks where practicable and economical through various insurance contracts from third-party insurance carriers. However, any insurance coverage Kenvue purchases or otherwise has access to is subject to large deductibles on individual claims, policy limits (on individual claims and on all claims in the aggregate) and other terms and conditions. Kenvue retains an insurance risk reserve for the deductible portion of each claim and for any gaps in insurance coverage. Kenvue does not view insurance, by itself, as a material mitigant to its business risks, and Kenvue’s insurance may not be sufficient to cover losses Kenvue may incur. Any losses that insurance does not substantially cover could adversely affect Kenvue’s business, results of operations or financial condition. In addition, the insurance industry has become more selective in offering some types of insurance, such as product liability and cybersecurity insurance, and Kenvue may not be able to obtain certain insurance coverage on favorable terms, or at all, in the future.

In accordance with Kenvue’s terms of sale, Kenvue allows Kenvue’s customers to return products in exchange for reimbursement and refund. In addition, some of Kenvue’s agreements with Kenvue’s retail trade customers provide that Kenvue is responsible for the logistical costs associated with certain product returns. Return rates and related costs may be higher for products with degrees of unpredictable seasonable demand, such as products used for sun protection or to treat coughs and colds. If product returns or refunds are significant or higher than anticipated, Kenvue’s business, results of operations or financial condition could be adversely affected. Furthermore, Kenvue and its third-party partners, including retail trade customers and third-party e-commerce partners, modify policies

Kenvue is subject to a broad range of laws and regulations in the United States and around the world. These laws and regulations apply to many areas of Kenvue’s business, including most aspects of Kenvue’s products, such as their development, ingredients, formulation, manufacture, packaging content, labeling, storage, transportation, distribution, export, import, advertising, sale and environmental impact. Compliance with or enforcement actions related to these laws and regulations could adversely affect Kenvue’s business, results of operations or financial condition. In the United States, federal authorities, including the Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency and the Drug Enforcement Administration, regulate different aspects of Kenvue’s business, along with parallel authorities at the state and local levels and comparable authorities in other jurisdictions.

In particular, the FDA and comparable authorities in other jurisdictions regulate the facilities and operational procedures that Kenvue uses to manufacture Kenvue’s products. Kenvue is required to register its facilities with these authorities and manufacture products in these facilities in accordance with current Good Manufacturing Practices (“cGMP”) or similar manufacturing standards in each country in which Kenvue manufactures products. Compliance with these regulations and with Kenvue’s own quality standards, which may exceed applicable government regulations, requires substantial expenditures of time, money and effort across many areas of Kenvue’s business, including with respect to training of personnel, recordkeeping, production, quality control and quality assurance. Failure to comply with cGMP or similar manufacturing standards at one of Kenvue’s or its third-party partners’ facilities could result in adverse regulatory action. For example, McNEIL-PPC, Inc. (renamed “Johnson & Johnson Consumer Inc.”), whose assets have been transferred to Kenvue in connection with the Separation, previously operated under a consent decree, signed in 2011 with the FDA, which governed certain of its manufacturing operations and required it to remediate the facilities it operates in Lancaster, Pennsylvania, Fort Washington, Pennsylvania and Las Piedras, Puerto Rico. The FDA has completed its inspections of these facilities, which included a required five-year audit period by a third-party cGMP expert, and this consent decree was vacated in July 2021.

New or more stringent laws or regulations, more restrictive interpretations of existing laws or regulations or increased enforcement actions by governmental and regulatory agencies around the world could increase Kenvue’s ongoing costs of compliance, alter the environment in which Kenvue does business or otherwise adversely affect Kenvue’s business, results of operations or financial condition. The global regulatory landscape is subject to rapid and unexpected changes, including as a result of the Russia-Ukraine War, the COVID-19 pandemic and the formal withdrawal of the United Kingdom from the European Union (commonly referred to as Brexit), and there has been a general trend toward increasingly stringent regulation and enforcement around the world in recent years. If Kenvue fails to comply with any new or existing laws or regulations, Kenvue may be required to pay damages, cease advertising or promotional activities, alter Kenvue’s products or marketing materials, cease selling certain products and possibly face fines or sanctions. Furthermore, as Kenvue continues to expand its global operations, Kenvue may be required to comply with market-specific laws and regulations, including by obtaining approvals, licenses or certifications from a particular country’s regulators. Failure to obtain these approvals, licenses or certifications or comply with these laws or regulations could impede Kenvue’s growth prospects and otherwise adversely affect Kenvue’s business, results of operations or financial condition.

While it is Kenvue’s policy and practice to comply with all laws and regulations applicable to Kenvue’s business, Kenvue’s internal control policies and procedures may not always protect Kenvue from reckless or

For additional information about the regulatory landscape applicable to Kenvue’s business, see “Business of Kenvue—Government Regulations.” For additional information about risks related to the regulatory landscape applicable to Kenvue’s business, see “—A breach of privacy laws or unauthorized access, loss or misuse of personal data could adversely affect Kenvue’s business, results of operations or financial condition”, “—Kenvue’s extensive operations and business activity throughout the world expose Kenvue to a variety of laws and regulations related to anti-corruption and human rights matters, and enforcement actions related to these laws and regulations could adversely affect Kenvue’s business, results of operations or financial condition” and “—Kenvue is subject to a broad range of environmental, health and safety laws and regulations, and the impact of any obligations under these laws and regulations could adversely affect Kenvue’s business, results of operations or financial condition.”

In the ordinary course of business, Kenvue and/or certain of its subsidiaries may be subject to a wide variety of claims, lawsuits and regulatory and governmental investigations involving various issues such as intellectual property, commercial contracts, product liability, labeling, marketing, advertising, pricing, foreign exchange controls, antitrust and trade regulation, labor and employment, indemnification, data privacy and security, environmental, health and safety and tax matters. These claims and lawsuits may result in significant expenses, fines and reputational damage. Litigation, in general, and securities, derivative action, class action and multi-district litigation, in particular, can be expensive and disruptive, regardless of the merit of the underlying claims. Some of these matters may include thousands of plaintiffs, may involve parties seeking large or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. It is not feasible to predict the ultimate outcome of a legal proceeding, and Kenvue’s assessment of the materiality of a legal proceeding, including any accruals taken in connection therewith, may not be consistent with the ultimate outcome of the legal proceeding. Kenvue and/or certain of its subsidiaries could, from time to time in the future, be required to pay significant amounts as a result of settlements or judgments in legal proceedings, potentially in excess of accruals, including proceedings where Kenvue and/or certain of its subsidiaries could be held jointly and severally liable among other defendants. In addition, Kenvue’s current estimates of the potential impact of legal proceedings on Kenvue’s business, results of operations or financial condition could change from time to time in the future. The resolution of, or increase in accruals for, a legal proceeding in a particular reporting period could adversely affect Kenvue’s business, results of operations or financial condition for that period.

For additional information about Kenvue’s current legal proceedings, see Note 13, “Commitments and Contingencies,” to Kenvue’s audited combined financial statements and Kenvue’s unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Concerns about the reliability, safety or efficacy of Kenvue’s products or their ingredients, whether raised internally or by litigants, regulators, consumer advocacy groups, third-party interest groups or others, and whether or not based on scientific or factual evidence, have resulted, and could in the future result, in governmental investigations, regulatory action (including the shutdown of manufacturing facilities), private claims and lawsuits, significant remediation and related costs, safety alerts, product shortages, declining sales or reputational damage (including damage to brand image, brand equity and consumer trust in Kenvue’s products). Kenvue has in the past

Product recalls, product reformulations and product withdrawals of various magnitudes have occurred in each of Kenvue’s business segments and may occur in the future, including as a result of manufacturing issues, contamination issues, shipping and other supply chain issues and labeling issues. For example, with respect to Kenvue’s Skin Health and Beauty segment, in July 2021, Johnson & Johnson Consumer Inc. (“Old JJCI”) voluntarily recalled all lots of five Neutrogena and Aveeno aerosol sunscreen product lines to the consumer level and advised consumers to stop using the affected products out of an abundance of caution after internal testing identified low levels of benzene in some samples of the products, though based on exposure modeling and the U.S. Environmental Protection Agency’s framework, daily exposure to benzene in the recalled products would not be expected to cause adverse health consequences. See Note 13, “Commitments and Contingencies,” to Kenvue’s audited combined financial statements and Kenvue’s unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional information regarding benzene.

Kenvue has also faced, and could face in the future, concerns about the reliability, safety or efficacy of the ingredients used in Kenvue’s products. Scrutiny of ingredients Kenvue uses in its products, including scrutiny that originates on digital or social media platforms, may result in an inability to use, or restrictions on the use of, the ingredients or a requirement for remedial action, which could cause Kenvue to incur significant additional costs, particularly if Kenvue needs or otherwise decides to reformulate the affected products, or result in litigation. For example, Johnson & Johnson Inc. (Canadian affiliate) (“JJI”) previously sold over-the-counter Zantac (ranitidine) products in Canada. JJI has been named as a defendant, along with other manufacturers, in four proposed class actions in Canada alleging that Zantac and other over-the-counter medications that contain ranitidine may degrade and result in unsafe levels of NDMA (N-nitrosodimethylamine) and can cause or have caused various cancers in patients using the products. JJI has also been named as a defendant, along with other manufacturers, in various personal injury actions in Canada related to Zantac products. Though Kenvue may have rights to indemnification from third parties for certain liabilities relating to these claims, it is not possible, at this stage, to assess reliably the outcome of these lawsuits or the potential financial impact on Kenvue. Johnson & Johnson has also received demands for indemnification for legal claims related to over-the-counter Zantac products sold by third parties in the United States. In addition, Johnson & Johnson Consumer Inc. has been named in cases in federal court alleging that prenatal exposure to Tylenol, an acetaminophen product, is associated with the development of autism spectrum disorder and attention-deficit/hyperactivity disorder in children. Plaintiffs have asserted similar claims against retailer chains, alleging similar injuries resulting from use of store-brand generic acetaminophen products. In September 2022, the Judicial Panel on Multidistrict Litigation (“MDL”) consolidated all such cases pending in the U.S. federal courts. At this time, the MDL proceedings are in their early stages. In addition, a lawsuit has been filed in state court against Johnson & Johnson Consumer Inc., Kenvue and Johnson & Johnson, and lawsuits have been filed in Canada against Kenvue’s Canadian affiliate. It is not possible at this stage to assess reliably the outcome of these cases or the potential financial impact on Kenvue. See Note 13, “Commitments and Contingencies,” to Kenvue’s audited combined financial statements and Kenvue’s unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional information regarding litigation related to Zantac and acetaminophen.

If Kenvue removes certain ingredients from its products, either voluntarily or pursuant to a regulatory mandate, Kenvue may not be able to successfully develop an alternative formulation or obtain necessary regulatory approvals on a timely basis, or at all. Furthermore, any reformulated product Kenvue introduces to the market may not be

Moreover, negative perceptions of Kenvue’s products or their ingredients may arise from product liability claims, product recalls or product withdrawals, regardless of whether the claims, recalls or withdrawals directly involve Kenvue or its products. In addition, the mere publication of information asserting concerns about the reliability, safety or efficacy of competing products or ingredients in competing products that are also used in Kenvue’s products could adversely affect Kenvue’s business, results of operations or financial condition. Increased regulation, litigation or adverse publicity concerning ingredients used in Kenvue’s products, such as acetaminophen, may discourage consumers from buying Kenvue’s products that contain those ingredients, even when the regulation, litigation or publicity does not directly relate to or expressly mention Kenvue or its products, and even if not accurate. In addition, Kenvue believes its products are reliable, safe and effective when used for their intended purposes in accordance with label directions. However, consumers have misused, and may in the future misuse, Kenvue’s products, including for unauthorized, nefarious or other unintended purposes, which in certain instances has had, and may in the future have, serious or even fatal implications. Misuse of Kenvue’s products has led to, and may in the future lead to, criticism on digital and social media platforms, negative coverage by traditional media and other forms of adverse publicity regarding Kenvue’s products or their ingredients, which could similarly discourage consumers from buying Kenvue’s products or otherwise adversely affect Kenvue’s reputation or brands. See “—Risks Related to Kenvue’s Business and Industry—Kenvue’s brands are critical to its success, and damage to Kenvue’s reputation or brands could adversely affect Kenvue’s business, results of operations or financial condition.”

A significant number of personal injury claims alleging that talc causes cancer have been made against Old JJCI and Johnson & Johnson arising out of the use of body powders containing talc, primarily Johnson’s Baby Powder.

In October 2021, Old JJCI implemented a corporate restructuring, as a result of which LTL Management LLC (“LTL”), a subsidiary of Johnson & Johnson, was established through a demerger procedure and assumed sole responsibility for all liabilities of Old JJCI related in any way to injury or damage, or alleged injury or damage, sustained or incurred in the purchase or use of, or exposure to, talc, including talc contained in any product sold in the United States or Canada, or to the risk of, or responsibility for, any such damage or injury, including such liabilities based on the contamination, or alleged contamination, of talc, including talc contained in any product sold in the United States and Canada, with asbestos or any other material (the “Talc-Related Liabilities”). Pursuant to the Separation Agreement, Johnson & Johnson has retained the Talc-Related Liabilities and, as a result, has agreed to indemnify Kenvue for the Talc-Related Liabilities and any costs associated with resolving such claims. Such claims represent the vast majority of claims relating to harm arising out of, based upon or resulting from, directly or indirectly, the presence of or exposure to talc or talc-containing products. Kenvue will, however, remain responsible for all liabilities on account of or relating to harm arising out of, based upon or resulting from, directly or indirectly, the presence of or exposure to talc or talc-containing products sold outside the United States or Canada.

LTL will remain a subsidiary of Johnson & Johnson (and not Kenvue) following the Separation. In October 2021, LTL filed for voluntary bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code (the “Original Bankruptcy Case”). In February 2022, the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”) denied claimants’ motions to dismiss the Original Bankruptcy Case. However, in January 2023, a three-judge panel of the United States Court of Appeals for the Third Circuit reversed the Bankruptcy Court and remanded the case for dismissal. On April 4, 2023, the Bankruptcy Court dismissed the Original Bankruptcy Case, and LTL thereafter refiled for voluntary bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code (the “Refiled Bankruptcy Case”) in a manner that it believes addresses the Third Circuit’s basis for ordering the dismissal of the Original Bankruptcy Case. In April 2023, claimants filed a motion to dismiss the Refiled Bankruptcy Case and hearings on the motion to dismiss the Refiled Bankruptcy Case occurred in June 2023. On July 28, 2023, the court dismissed the Refiled Bankruptcy Case and, the same day, Johnson & Johnson stated its intent to appeal the decision and to continue its efforts to obtain a resolution of the Talc-Related Liabilities. As a result of

Various parties have brought, and it is possible that other parties will seek to bring, claims against Kenvue, including by raising allegations that Kenvue is liable for the Talc-Related Liabilities, and it is possible that these parties will be successful in bringing such claims. Although, under the Separation Agreement, Johnson & Johnson has agreed to indemnify Kenvue for the Talc-Related Liabilities and any costs associated with resolving such claims, Kenvue cannot assure you that the indemnity from Johnson & Johnson will be sufficient to protect Kenvue against the full amount of these liabilities or that Johnson & Johnson will be able to fully satisfy its indemnification obligations. See “—Risks Related to Kenvue’s Relationship with Johnson & Johnson—In connection with the Separation, Johnson & Johnson has agreed to indemnify Kenvue for certain liabilities. However, Kenvue cannot assure you that the indemnity will be sufficient to protect Kenvue against the full amount of such liabilities or that Johnson & Johnson’s ability to satisfy its indemnification obligation will not be impaired in the future.”

Although talc-based baby powder was discontinued by Johnson & Johnson in the United States and Canada in 2021, and Kenvue never manufactured or sold it in those markets, Kenvue has been named in claims and lawsuits, and Johnson & Johnson has agreed to indemnify Kenvue in those matters pursuant to the aforementioned indemnity for the Talc-Related Liabilities.

Furthermore, Kenvue has been, and may continue to be, subject to claims arising out of the sale of talc-based products that do not constitute Talc-Related Liabilities, such as claims relating to the sale of talc-based Johnson’s Baby Powder outside the United States or Canada. Kenvue is currently subject to a few such claims outside of the United States and Canada which are in early stages, and as such, Kenvue cannot reasonably estimate any probable loss relating to such claims. While Kenvue believes it has substantial defenses to these claims, it is not feasible to predict the ultimate outcome of these litigations. Although Kenvue has discontinued the sale of talc-based Johnson’s Baby Powder in certain markets outside the United States and Canada, and the sale of talc-based Johnson’s Baby Powder will be discontinued globally in 2023, Kenvue’s subsidiaries and affiliates presently sell talc-based Johnson’s Baby Powder in certain other markets around the world. Given this, Kenvue may be subject to additional claims related to the sale of talc-based Johnson’s Baby Powder in markets where this product is presently sold, as well as additional claims related to the sale of talc-based Johnson’s Baby Powder in markets where Kenvue has discontinued this product, including potential governmental inquiries, investigations, claims and consumer protection cases. To the extent any such additional claims, whether currently pending or made in the future, do not constitute Talc-Related Liabilities, any related liabilities would not be covered by Johnson & Johnson’s indemnification obligations under the Separation Agreement. As a result, it is possible that these additional claims could adversely affect Kenvue’s business, results of operations or financial condition.

In addition, Johnson & Johnson has received inquiries, subpoenas and requests to produce documents regarding talc matters from various U.S. governmental authorities and is also subject to consumer protection cases and investigations from state attorneys general.

Kenvue relies on a combination of intellectual property rights, including its trademarks, trade secrets, patents and copyrights, as well as rights to third-party intellectual property pursuant to licenses and other contracts, to establish, maintain, protect and enforce the intellectual property and proprietary information used in Kenvue’s business.

Kenvue may not be able to establish, maintain, protect or enforce its own intellectual property rights or, where appropriate, license in intellectual property rights necessary to support new product introductions. In addition, intellectual property is territorial, and, even if such rights are protected in the United States, the laws of other countries in which Kenvue’s products are or may be sold do not universally protect intellectual property rights to the same extent or in the same way as U.S. intellectual property laws. Public policy, both within and outside the United States, has often become increasingly unfavorable toward certain classes of intellectual property rights. Kenvue

Kenvue’s intellectual property rights could be invalidated, circumvented or challenged in the future, and Kenvue could incur significant costs in connection with legal actions relating to such rights. If other parties infringe on, misappropriate or otherwise violate Kenvue’s intellectual property rights, they could diminish the value that consumers or customers associate with Kenvue’s brands in the marketplace and otherwise adversely affect Kenvue’s business, results of operations or financial condition.

From time to time, legal action has been, and may in the future be, necessary to maintain, protect and enforce Kenvue’s intellectual property and other proprietary rights. Kenvue may not be successful in prevailing in any such matters, regardless of the merits or its expenditures and efforts. Kenvue’s efforts to enforce its intellectual property and other proprietary rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of Kenvue’s intellectual property and other proprietary rights, and if such defenses, counterclaims or countersuits are successful, they could diminish, or Kenvue could otherwise lose, valuable intellectual property and other proprietary rights.

For certain of Kenvue’s products, Kenvue relies on inbound and outbound third-party licensing arrangements, the loss of which could adversely affect Kenvue’s business, results of operations or financial condition. In the event that any inbound license pursuant to which Kenvue uses intellectual property rights of a third party expires or is otherwise terminated, Kenvue would lose the right to use the intellectual property covered by the license, which could require Kenvue to develop or license in alternative intellectual property. Kenvue’s rights as a licensee could be similarly reduced if the applicable licensor fails to maintain or protect the licensed intellectual property in a manner that compromises the value of the licensed intellectual property. Kenvue also licenses out certain of its intellectual property rights to third parties, for which Kenvue receives royalty income in exchange. These outbound licensing arrangements inherently involve a lesser degree of control over the use of Kenvue’s intellectual property rights, thereby potentially increasing Kenvue’s reputational, legal, financial and operational risk by exposing the licensed intellectual product to product safety, quality, sustainability and other concerns. See “—Risks Related to Kenvue’s Operations—Kenvue relies on third parties in many aspects of its business, including to manufacture certain of its products, which exposes Kenvue to additional risks that could adversely affect Kenvue’s business, results of operations or financial condition.”

For certain of Kenvue’s products, product uses, product formulations, manufacturing processes, delivery devices, dosage forms, packaging and designs, Kenvue relies on trade secrets, know-how and other proprietary information, which it seeks to protect, in part, through IT Systems and by confidentiality and nondisclosure agreements with Kenvue’s employees, vendors, consultants and other commercial partners. Kenvue also seeks to enter into agreements whereby its employees, vendors, consultants and other commercial partners assign to Kenvue the rights in any intellectual property they develop in the course of their engagement with Kenvue. However, these agreements may be breached, and Kenvue may not have adequate remedies for any breach. These agreements may not be self-executing or otherwise effectively prevent disclosure or misappropriation of Kenvue’s trade secrets, know-how or other proprietary information, and disputes may still arise with respect to the ownership of the intellectual property and proprietary information used in Kenvue’s business. In addition, third parties may independently develop substantially equivalent proprietary information.

Kenvue considers its trademarks and trade names to be, in the aggregate, material to its business. Kenvue’s trademarks and trade names are valuable assets that reinforce how consumers, customers and other third parties perceive Kenvue’s brands and products. Kenvue has invested a significant amount of resources and money in establishing and promoting its trademarked brands. Kenvue’s continued success depends, to a significant degree, upon Kenvue’s ability to protect and preserve its registered trademarks, as well as its other rights with respect to Kenvue’s trademarks and trade names, and to successfully obtain additional trademark registrations in the future. Kenvue undertakes substantial efforts to maintain proper use of, and to vigorously protect, its trademarks and trade

Kenvue may not be able to obtain trademark protection in all jurisdictions that Kenvue considers to be important to its business. In addition, Kenvue cannot assure you that the steps it has taken and will take in the future to protect Kenvue’s trademarks or trade names will prove adequate, that Kenvue’s trademarks and trade names can be successfully defended and asserted in the future or that third parties will not infringe upon or otherwise violate any such rights. Kenvue’s trademark and trade name rights and related registrations may be challenged, opposed, infringed, diluted, cancelled, circumvented, declared generic or determined to be infringing on other marks, as applicable. Failure to protect Kenvue’s trademark and trade name rights could prevent Kenvue in the future from challenging third parties who use names and logos similar to Kenvue’s trademarks or trade names, which may in turn cause consumer confusion or negatively affect perceptions of Kenvue’s brands and products. Moreover, any trademark or trade name disputes may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether Kenvue successfully resolves the dispute. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject Kenvue to liabilities, require Kenvue to cease use of certain trademarks, trade names or other intellectual property or require Kenvue to enter into licenses with third parties, any of which could have an adverse effect on Kenvue’s business, results of operations or financial condition.

Kenvue has applied for, and may continue to apply for, patents relating to its products, product uses, product formulations, manufacturing processes, delivery devices, dosage forms, packaging and designs. When Kenvue applies for patents, its applications may not be successful, and the issuance of any patents or the scope of issued patents may not provide adequate protection from competition. The patenting process is expensive and time-consuming, and Kenvue may not be able to file or prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. In addition, Kenvue may not pursue or obtain patent protection in all relevant geographic markets.

It is possible that patents issued or licensed to Kenvue may be challenged successfully in the future, and such patents may consequently be narrowed in scope or found to be invalid or unenforceable. Kenvue’s owned or in-licensed patents may also be challenged in administrative proceedings in the USPTO and patent offices outside the United States. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of Kenvue’s owned or in-licensed patents or narrow the scope of Kenvue’s patent protection. If Kenvue or its licensors are not successful in defending against a challenge to Kenvue’s owned or in-licensed patents and maintaining exclusive rights to market one or more of Kenvue’s products still under patent protection, Kenvue could lose a portion of its sales in a very short period. Kenvue or its licensors may also initiate litigation against third parties to protect or enforce Kenvue’s owned or in-licensed patent rights, but even in cases where Kenvue or its licensors prevail in an infringement claim, the legal remedies available for harm caused to Kenvue may not be sufficient to make Kenvue whole.

Kenvue’s current owned and in-licensed patents will expire or they may otherwise cease to provide meaningful competitive advantage, and Kenvue may be unable to adequately develop new technologies and obtain future patent protection to preserve its competitive advantage or avoid adverse effects on Kenvue’s business, results of operations or financial condition. Moreover, many of Kenvue’s products use APIs whose original patents have expired, and Kenvue’s owned and in-licensed patents rarely, if ever, solely cover a new API by itself. Even with respect to Kenvue’s products or ingredients in Kenvue’s products that may be covered by patents, there may be numerous similar yet non-infringing products or ingredients in the marketplace, and this could negatively affect sales Kenvue might otherwise make.

Despite Kenvue’s internal processes for intellectual property clearance, Kenvue may be involved in legal proceedings based on the alleged violation of intellectual property rights of others, including claims of trademark or patent infringement or that competitors, collaborators or former employees have an interest in Kenvue’s trade secrets or other intellectual property. As a result, Kenvue could be subject to significant litigation or licensing costs or face obstacles to selling Kenvue’s products. If Kenvue is found to have infringed, misappropriated or otherwise violated the trademark, trade secret, patent, copyright or other intellectual property rights of others, directly or indirectly, through the use of trademarks, inventions, works of authorship or technologies to which third parties have a prevailing ownership claim, Kenvue may need to cease use of such trademark, invention, work or technology in its business and pay for past infringement. Kenvue may also be required to obtain a third-party license, which may not be available on reasonable terms or at all, and even if the applicable owners are willing to permit Kenvue to continue to use the intellectual property rights, they could require significant compensation for Kenvue’s continued use of those rights. In certain circumstances, Kenvue may be required to redesign Kenvue’s products and trademarks so that they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time. Ceasing this use, paying these substantial amounts or undertaking these redesign efforts could cause Kenvue to become less competitive and could adversely affect Kenvue’s business, results of operations or financial condition. Even if it is ultimately determined that Kenvue did not infringe, misappropriate or otherwise violate the intellectual property rights of others, Kenvue could incur material legal costs and related expenses to defend against such claims, and Kenvue could incur significant costs associated with suspending Kenvue’s use of the challenged intellectual property rights, which could adversely affect Kenvue’s business, results of operations or financial condition.

Furthermore, Kenvue has employed, and expects to employ in the future, individuals who were previously employed at other companies, including Kenvue’s competitors or potential competitors. Although Kenvue seeks to ensure that these employees, as well as its other employees and vendors, consultants and other commercial partners, do not use the proprietary information or know-how of others in their work for Kenvue, it may be subject to claims that these persons have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers or other third parties or that Kenvue has improperly used or obtained these trade secrets or other proprietary information. Litigation may be necessary to defend against these claims. If Kenvue is unable to successfully defend these claims, in addition to paying monetary damages, Kenvue may lose valuable intellectual property rights and face increased competition. The unauthorized access to, or disclosure of, Kenvue’s proprietary information or the loss of these intellectual property rights may impact Kenvue’s ability to develop, manufacture and sell Kenvue’s own products or may assist competitors in the development, manufacture and sale of competing products, which could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue is subject to increasingly complex and changing privacy and data protection laws and regulations in the United States and around the world that impose broad compliance obligations on the collection, transmission, dissemination, use, privacy, confidentiality, security, retention, availability, integrity and other processing of health-related and other sensitive and personal information. These laws and regulations could expose Kenvue to significant risks due to Kenvue’s digital-first strategy. See “—Risks Related to Kenvue’s Business and Industry—Kenvue may face challenges in implementing Kenvue’s digital-first strategy, which could adversely affect Kenvue’s business, results of operations or financial condition.” Failure to comply with these laws and regulations, which may conflict with one another and evolve in the future, could result in substantial fines, penalties, private rights of action, claims and damage to Kenvue’s reputation.

These laws and regulations include the California Consumer Privacy Act (as modified by the California Privacy Rights Act), the European Union’s General Data Protection Regulation, the United Kingdom’s General Data Protection Regulation and China’s Personal Information Protection Law. Kenvue is also subject to federal health information privacy laws, such as the Health Insurance Portability and Accountability Act (“HIPAA”), and

Compliance with these new and changing laws has impacted, and may in the future impact, Kenvue’s business strategies, and unforeseen changes to privacy laws may affect Kenvue’s ability to tailor and personalize Kenvue’s products and services to meet Kenvue’s strategic goals or consumer expectations, which could adversely affect Kenvue’s business, results of operations or financial condition. In addition, certain privacy and data protection laws may apply to Kenvue indirectly through Kenvue’s customers, manufacturers, suppliers or other third-party partners. For example, non-compliance with applicable laws or regulations by a third-party partner that is processing personal data on Kenvue’s behalf may be deemed non-compliance by Kenvue or a failure by Kenvue to conduct proper due diligence on the third party. See “—Risks Related to Kenvue’s Operations—Kenvue relies on third parties in many aspects of its business, including to manufacture certain of its products, which exposes Kenvue to additional risks that could adversely affect Kenvue’s business, results of operations or financial condition.” In addition, in the ordinary course of business, Kenvue may be subject to claims, lawsuits or regulatory or governmental investigations or inquiries relating to Kenvue’s data privacy practices, including claims or lawsuits from third parties alleging that Kenvue has breached applicable data privacy laws or otherwise violated their privacy rights. See “—Kenvue is, and could become, subject to significant legal proceedings and regulatory investigations that may result in significant expenses, fines and reputational damage.”

The changes introduced by privacy and data protection laws increase the complexity of regulations enacted to protect business and personal data and subject Kenvue to additional costs, including costs associated with implementing any required changes to Kenvue’s security systems, policies, procedures and practices. Kenvue is also subject to the terms of Kenvue’s external and internal privacy and security policies, codes, representations, certifications, industry standards, publications and frameworks and contractual obligations to third parties related to privacy, information security and data processing, including contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance with data protection laws or other obligations. In particular, the publication of Kenvue’s privacy policies and other statements that provide promises and assurances about data privacy and security can subject Kenvue to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of Kenvue’s actual practices. Any concerns about Kenvue’s data privacy and security practices, even if unfounded, could damage the reputation of Kenvue’s businesses and discourage potential users from its products and services.

Kenvue has extensive operations and business activity outside the United States, which exposes Kenvue to a variety of complex laws and regulations in the United States and around the world. These include anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 and Chinese anti-corruption laws, that are aimed at preventing and penalizing corrupt behavior. For example, the FCPA prohibits companies from promising, offering or giving anything of value to foreign officials with the corrupt intent of influencing the foreign official for the purpose of obtaining or retaining business or gaining any improper advantage. Kenvue operates in jurisdictions where corruption, bribery, pay-offs and other similar practices may not

Kenvue is also subject to an increasing number of laws and regulations designed to combat abuses of human rights in supply chain operations. These laws and regulations could affect the sourcing, availability and pricing of materials used in the manufacture of Kenvue’s products, which could disrupt Kenvue’s manufacturing operations. In addition, Kenvue has incurred additional costs to comply with these laws and regulations, including through policies and procedures related to conducting due diligence on Kenvue’s supply chain. Nevertheless, Kenvue has a complex supply chain, and Kenvue may not be able to sufficiently verify the origins of certain materials used in Kenvue’s products or the conditions under which they were sourced. Any violation or alleged violation of these laws and regulations, even if prohibited by Kenvue’s policies, could result in criminal or civil sanctions, reputational damage or other substantial costs and penalties, any of which could adversely affect Kenvue’s business, results of operations or financial condition.

In addition, Kenvue is subject to laws and regulations pertaining to sanctions imposed by the United States (including those imposed by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)) and other authorities that may prohibit Kenvue or its affiliates from doing business in certain countries or restrict the type of business that may be conducted by Kenvue or its affiliates. For example, actions taken in response to the Russia-Ukraine War have included the imposition of export controls and broad financial and economic sanctions against Russia, Belarus and specific areas of Ukraine. See “—Risks Related to Financial and Economic Market Conditions—The Russia-Ukraine War, and actions taken in response to the Russia-Ukraine War, could adversely affect Kenvue’s business, results of operations or financial condition.” Any violation or alleged violation of these laws and regulations, even if prohibited by Kenvue’s policies, could result in criminal or civil sanctions, reputational damage or other substantial costs and penalties, any of which could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue is subject to a broad range of federal, state and local environmental laws and regulations concerning the environment, health and safety matters, regulation of chemicals and product safety in the countries in which Kenvue manufactures and sells its products or otherwise operates its business. These include requirements governing product content and labeling, the handling, manufacture, transportation, storage, use and disposal of hazardous materials and wastes, the discharge and emission of pollutants and the cleanup of contamination in the environment. Kenvue could incur substantial costs, including civil or criminal fines or penalties, enforcement actions and other third-party claims and cleanup costs as a result of Kenvue’s failure to comply with, or liabilities under, environmental, health and safety laws and regulations or permits required thereunder. Under certain environmental laws and regulations, Kenvue may be subject to liability for environmental investigations and cleanups, including at properties that Kenvue currently or previously owned or operated, or at sites at which waste Kenvue generated was disposed, even if the contamination was not caused by Kenvue or the relevant conduct was legal at the time it occurred. Kenvue may incur significant additional costs as a result of the discovery of contamination or the imposition of additional obligations in the future, including at sites where Kenvue is currently addressing contamination or has been named as one of the responsible parties.

Laws and regulations related to environmental protection, health and safety matters have become, and are likely to continue to become, more stringent over time. Compliance with existing or future requirements could require Kenvue to incur significant operating or capital expenditures or result in significant restrictions on Kenvue’s operations, including installing pollution control equipment or reformulating or ceasing the marketing of Kenvue’s products. Kenvue also is subject to extensive and evolving regulations regarding the manufacturing, processing, distribution, importing, exporting, registration and labeling of Kenvue’s products and their raw materials. This

Changes in tax laws or regulations in jurisdictions in which Kenvue operates, including changing laws in the United States and changes led by the Organization for Economic Cooperation and Development, such as the recent adoption by the European Union and enactment by additional countries of a global minimum tax, could negatively impact Kenvue’s effective tax rate and adversely affect Kenvue’s business, results of operations or financial condition. A change in statutory tax rate or certain international tax provisions in any jurisdiction would result in the revaluation of Kenvue’s deferred tax assets and liabilities related to that particular jurisdiction in the period in which the new tax law is enacted. Any such change would result in an expense or benefit recorded to Kenvue’s combined statement of earnings. Kenvue closely monitors these proposals as they arise in the jurisdictions where Kenvue operates. Changes to tax laws or regulations may occur at any time, and any related expense or benefit recorded may be material to the fiscal quarter and year in which the law change is enacted. For additional information, see Note 11, “Income Taxes,” to Kenvue’s audited combined financial statements and Note 10, “Income Taxes,” to Kenvue’s unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Kenvue conducts business and files tax returns in numerous jurisdictions and is subject to regular reviews, examinations and audits by many tax authorities around the world. These reviews, examinations and audits can cover periods for several years prior to the date the review, examination or audit is undertaken and could result in the imposition of material tax liabilities, including interest and penalties, if Kenvue’s positions are not accepted by the applicable tax authority. In connection with various government initiatives, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in other jurisdictions. Kenvue regularly assesses the likely outcomes of Kenvue’s tax audits and disputes to determine the appropriateness of Kenvue’s tax reserves. However, any tax authority could take a position on tax treatment that is contrary to Kenvue’s expectations, which could result in tax liabilities, including interest and penalties, in excess of reserves.

In 2022, approximately 55% of Kenvue’s net sales occurred outside the United States, with 21% in EMEA, 21% in APAC, 8% in Latin America and 5% in the rest of North America. Kenvue’s extensive operations and business activity outside the United States are accompanied by certain financial, economic and political risks, including:

Furthermore, the imposition of tariffs or increase in tariffs on various products by the United States and other countries has introduced greater uncertainty with respect to trade policies and government regulations affecting trade between the United States and other countries. New or increased tariffs as well as import/export licensing requirements have subjected, and may continue to subject, Kenvue to additional costs and expenditure of resources. Major developments in trade relations, including the imposition of new or increased tariffs by the United States or other countries, and any emerging nationalist trends in specific countries could alter the trade environment and consumer purchasing behavior, which could adversely affect Kenvue’s business, results of operations or financial condition.

Any of the foregoing risks could have a significant impact on Kenvue’s ability to sell its products on a competitive basis in markets outside the United States and could adversely affect Kenvue’s business, results of operations or financial condition. In addition, these risks will increase as Kenvue continues to expand Kenvue’s global operations. See “—Risks Related to Kenvue’s Business and Industry—An inability to successfully expand Kenvue’s global operations could adversely affect Kenvue’s business, results of operations or financial condition.”

A large portion of Kenvue’s business is conducted in currencies other than U.S. dollars, and generally the applicable local currency is Kenvue’s functional currency in that locality. As a result, Kenvue faces foreign currency exposure on the translation into U.S. dollars of Kenvue’s results of operations in numerous jurisdictions, primarily in the European Union, the United Kingdom, Japan, China, Canada, Brazil and India. Where possible, Kenvue manages foreign currency risk through a variety of methods. Kenvue may adopt natural hedging strategies, whereby favorable and unfavorable foreign currency impacts to Kenvue’s foreign currency-denominated operating expenses are mitigated to a certain extent by the natural, opposite impact on Kenvue’s foreign currency-denominated net sales. During 2022 and in anticipation of operating as a standalone entity, Kenvue started to use derivative financial instruments to mitigate Kenvue’s foreign currency exposure and not for trading or speculative purposes. For example, Kenvue hedged a portion of forecasted foreign currency revenue and forecasted inventory purchases. Nonetheless, it is not practical for Kenvue to mitigate all of Kenvue’s foreign currency exposures, nor is Kenvue able to accurately predict the possible impact of future foreign currency exchange rate fluctuations on Kenvue’s

In February 2022, Russia launched a military invasion of Ukraine. The ongoing Russia-Ukraine War has provoked strong reactions from the United States, the United Kingdom, the European Union and various other countries and economic and political organizations around the world. Actions taken in response to the Russia-Ukraine War include the imposition of export controls and broad financial and economic sanctions against Russia, Belarus and specific areas of Ukraine. Additional sanctions or other measures may be imposed by the global community, and counteractive measures may be taken by the Russian government, other entities in Russia or governments or other entities outside of Russia.

Kenvue’s operations and presence in Russia and Ukraine are limited. For 2021 and 2022, Kenvue’s Ukrainian business represented 0.3% and 0.1%, respectively, of Kenvue’s net sales and 0.2% and 0.1%, respectively, of Kenvue’s assets. For 2021 and 2022, Kenvue’s Russian business represented 1.8% and 1.4%, respectively, of Kenvue’s net sales and 0.7% and 0.4%, respectively, of Kenvue’s assets.

Kenvue has been monitoring the geopolitical situation in Russia since the start of the Russia-Ukraine War. In the first quarter of 2022, Kenvue announced its decision to suspend supply of all of its products into Russia other than its OTC medicines within Kenvue’s Self Care segment. Supply of the suspended products terminated during the second quarter of 2022. Kenvue also suspended all advertising in Russia, all clinical trials in Russia and any additional investment in Russia. These actions have not had, and are not expected to have, a material impact on its business as a whole. Kenvue will continue to monitor the geopolitical situation in Russia and to evaluate Kenvue’s activities and future operations in Russia.

Kenvue has experienced, and expects to continue to experience, other risks related to the broad economic consequences of the Russia-Ukraine War, including foreign currency volatility, decreased demand for Kenvue’s products in countries affected by the Russia-Ukraine War and challenges to Kenvue’s global supply chain related to increased costs of materials and other inputs for Kenvue’s products and suppliers operating in Russia and Ukraine. Kenvue also continues to monitor the various sanctions and export controls imposed in response to the Russia-Ukraine War.

As a result of the Russia-Ukraine War, there has been, and Kenvue expects there will continue to be, an increased risk of information security or cybersecurity incidents, including cyberattacks perpetrated by Russia or others at its direction. Although Kenvue has taken steps to enhance its protections against these attacks, it may not be able to address the threat of information security or cybersecurity incidents proactively or implement adequate preventative measures and it may not be able to detect and address any such disruption or security breach promptly, or at all, which could adversely affect Kenvue’s business, results of operations or financial condition. Moreover, Kenvue is aware of incidents in which its third-party partners have been the target of information security or cybersecurity incidents as a result of the Russia-Ukraine War. Although, to date, Kenvue’s IT Systems have not been compromised by these incidents, it is possible that future information security or cybersecurity incidents involving Kenvue’s customers, manufacturers, suppliers or other third-party partners could successfully compromise Kenvue’s IT Systems, which could adversely affect Kenvue’s business, results of operations or financial condition. See “—Risks Related to Kenvue’s Operations—An information security incident, including a cybersecurity breach, or the failure of an information technology system owned or operated by Kenvue or a third party, could adversely affect Kenvue’s business, results of operations or financial condition.”

In addition, actions by the United States and other governments may limit or prevent Kenvue’s ability to file, prosecute and maintain patents, trademarks and other intellectual property rights in Russia. These actions could result in partial or complete loss of such intellectual property rights in Russia. Furthermore, in March 2022, the Russian government adopted a decree allowing Russian companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation. Consequently, Kenvue may not be able to prevent third parties from practicing Kenvue’s inventions in Russia or from selling or importing products made using Kenvue’s inventions in and into Russia. It is possible that the Russian government will adopt similar measures with regard to other types of intellectual property, including trademarks, or that Russian courts, even absent any additional decrees, will refuse to enforce existing intellectual property rights, including trademarks. Moreover, prolonged non-use of Kenvue’s trademarks in Russia could result in the cancellation of such trademark registrations. See “—Risks Related to Government Regulation and Legal Proceedings—The loss of any registered trademark or other rights with respect to Kenvue’s trademarks or trade names could enable other companies to compete more effectively with Kenvue and otherwise adversely affect Kenvue’s business, results of operations or financial condition.” Any counterfeit, intellectual property infringing or other unauthorized versions of Kenvue’s products that emerge in response to these actions could damage Kenvue’s reputation and Kenvue’s brands and otherwise adversely affect Kenvue’s business, results of operations or financial condition. See “—Risks Related to Kenvue’s Business and Industry—Counterfeit, intellectual property infringing or other unauthorized versions of Kenvue’s products, particularly in Kenvue’s OTC business, could harm consumers and adversely affect Kenvue’s business, results of operations or financial condition.”

The full impact of the Russia-Ukraine War, and actions taken in response to the ongoing conflict, on the global economy and geopolitical relations, in general, and on Kenvue’s business in particular, remain uncertain. Any or all of the foregoing risks could have an adverse effect on Kenvue’s business, results of operations or financial condition, particularly as the conflict continues for an indefinite period of time. Given that developments concerning the Russia-Ukraine War are ongoing and have been constantly evolving, additional impacts and risks may arise that are not presently known to Kenvue. The Russia-Ukraine War may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Uncertain or unfavorable global economic or market conditions, such as a recession, an economic slowdown, inflation or reduced category growth rates, could impact Kenvue’s operating results or lead to significant reductions in demand or significant volatility in demand for Kenvue’s products, which could adversely affect Kenvue’s business, results of operations or financial condition. Although Kenvue devotes significant resources to support Kenvue’s brands and market Kenvue’s products at multiple price points, during periods of economic uncertainty or unfavorable economic or market conditions, consumers may reduce consumption or discretionary spending or change their purchasing patterns by forgoing purchasing certain of Kenvue’s products or by instead purchasing private-label or generic non-branded products, which are typically sold at lower prices than Kenvue’s products. These changes could reduce demand for and sales volumes of Kenvue’s products or result in a shift in Kenvue’s product mix from higher margin to lower margin product offerings. In addition, Kenvue’s customers may respond to uncertain or unfavorable global economic or market conditions by increasing pressure on Kenvue’s selling prices or increasing promotional activity for lower-priced or value offerings as they seek to maintain sales volumes and margins. Furthermore, uncertain or unfavorable global economic or market conditions, including the recent volatility in the banking sector, may cause Kenvue’s manufacturers, suppliers, distributors, contractors, logistics providers and other external business partners to suffer financial or operational difficulties, which could impact their ability to provide Kenvue with or distribute finished product, raw and packaging materials or services in a timely manner or at all. Kenvue could also face difficulty collecting or recovering accounts receivables from third parties facing financial or operational difficulties.

Kenvue has a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived assets, which are periodically evaluated for impairment in accordance with current accounting standards. Kenvue may confront events and circumstances that can lead to an impairment charge, including macroeconomic industry

For additional information regarding goodwill and other intangible assets, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kenvue—Critical Accounting Policies and Estimates—Goodwill and Intangible Assets.”

Kenvue expects that credit rating agencies will routinely evaluate the company, and their ratings of Kenvue’s long-term and short-term debt will be based on a number of factors. Kenvue’s credit ratings are lower than those of Johnson & Johnson. Any downgrade of Kenvue’s credit rating by a credit rating agency, whether as a result of Kenvue’s actions or factors which are beyond Kenvue’s control, could increase the cost of borrowing under any indebtedness Kenvue may incur, reduce market capacity for Kenvue’s commercial paper or require the posting of additional collateral under Kenvue’s derivative contracts. Kenvue cannot assure you that Kenvue will be able to maintain satisfactory credit ratings, and any actual or anticipated changes or downgrades in Kenvue’s credit ratings, including any announcement that Kenvue’s ratings are under review for a downgrade, could adversely affect Kenvue’s liquidity, capital position, borrowing costs or access to capital markets.

The historical information about Kenvue prior to the Separation in this prospectus refers to its businesses as operated by and integrated with Johnson & Johnson. The financial information included in this prospectus prior to the Separation has been prepared from Johnson & Johnson’s historical accounting records and is derived from the consolidated financial statements of Johnson & Johnson to present the Consumer Health Business as if it had been operating on a standalone basis. Accordingly, this information may not necessarily reflect what Kenvue’s financial condition, results of operations or cash flows would have been had Kenvue been an independent, publicly traded company during the periods presented or what Kenvue’s financial condition, results of operations and cash flows may be in the future, primarily because of the following factors:

Kenvue’s unaudited pro forma condensed consolidated statement of operations included in this prospectus have been presented for illustrative and informational purposes only. The unaudited pro forma condensed consolidated financial data may not necessarily reflect what Kenvue’s financial condition, results of operations or cash flows would have been had Kenvue been an independent, publicly traded company during the periods presented. In addition, the unaudited pro forma condensed consolidated financial data may not necessarily reflect what Kenvue’s financial condition, results of operations and cash flows may be in the future. The unaudited pro forma condensed consolidated financial data is based upon available information and assumptions that Kenvue believes are reasonable and supportable. Actual results, however, may vary.

For additional information about the past financial performance of Kenvue’s business and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed consolidated financial statements of Kenvue’s business included in this prospectus, see “Kenvue Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kenvue” and Kenvue’s audited combined financial statements and unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Kenvue may not be able to achieve the full strategic and financial benefits expected to result from the Separation, or the benefits may be delayed or not occur at all. Kenvue expects that the Separation will improve its strategic and operational flexibility, increase the focus of its management team on its business operations, allow Kenvue to adopt the capital structure, investment policy and dividend policy best suited to its financial profile and business needs, provide Kenvue with its own equity to facilitate acquisitions and enable potential investors to invest directly in its business.

Kenvue may not achieve these and other anticipated benefits of the Separation for a variety of reasons, including:

If Kenvue fails to achieve some or all of the benefits expected to result from the Separation, or if the benefits are delayed, Kenvue’s business, results of operations or financial condition could be adversely affected.

Kenvue cannot predict with certainty the effect that the Separation will have on its brands and reputation. Although Kenvue typically relies on product branding more than corporate branding for marketing purposes, Kenvue has historically been able to capitalize on Johnson & Johnson’s market reputation, performance and brand identity as part of Kenvue’s relationships with consumers, customers and third-party partners. In connection with the Separation, Kenvue has incurred, and will continue to incur, substantial costs to rebrand the company as “Kenvue” and change the branding and trade dress for certain of Kenvue’s products around the world. Successful promotion of this rebranding will depend on the effectiveness of Kenvue’s marketing efforts and Kenvue’s ability to continue to provide reliable products to consumers and customers during the course of Kenvue’s transition to becoming an independent, publicly traded company. Kenvue has invested, and will continue to invest, significant resources to promote its new branding, but Kenvue cannot predict with certainty how these marketing efforts will be received, and Kenvue cannot assure you that it will be able to achieve or maintain brand recognition or status under any new names and marks at a level that is comparable to the recognition and status Kenvue historically enjoyed as part of Johnson & Johnson. If Kenvue’s rebranding strategy does not produce the intended benefits, Kenvue’s ability to retain existing consumers, customers and third-party partners and continue to attract new consumers, customers and third-party partners could be impacted, which could adversely affect Kenvue’s business, results of operations or financial condition. See “—Risks Related to Kenvue’s Business and Industry—If Kenvue’s marketing efforts are not successful, Kenvue’s business, results of operations or financial condition could be adversely affected.”

In addition, Kenvue’s continued use of legacy Johnson & Johnson branding could adversely affect Kenvue’s reputation. In connection with the Separation, Johnson & Johnson has transferred ownership of the intellectual property rights related to the “Johnson’s” brand to Kenvue, unless prohibited by law in a particular jurisdiction (in which case Johnson & Johnson has granted to Kenvue an irrevocable, exclusive (even as to Johnson & Johnson), sublicensable, non-assignable (subject to certain exceptions), royalty-free and fully paid up license to use the applicable intellectual property rights). Kenvue has continued to use the “Johnson’s” brand even following the completion of the Kenvue IPO. Furthermore, pursuant to the Trademark Phase-Out License Agreement, Johnson & Johnson has granted to Kenvue a non-exclusive, non-sublicensable (subject to certain exceptions), non-assignable (subject to certain exceptions), royalty-free, fully paid up worldwide license to use certain intellectual property rights retained by Johnson & Johnson that Kenvue used in the conduct of its business prior to the Separation, including the “Johnson & Johnson” name and signature and other legacy Johnson & Johnson branding. This license permits Kenvue to make ongoing use of certain variations of the legacy Johnson & Johnson branding for terms of varying duration, ranging from one year to ten years following the Separation, based on Kenvue’s particular use of the legacy Johnson & Johnson branding. For example, the license to use legacy Johnson & Johnson branding on internal or external product packaging and labels will terminate within five years from the completion of the Kenvue IPO, subject to extension for an additional three years if, at such termination date, Kenvue continues to make use of such

As a result of this continued use of the legacy Johnson & Johnson branding, there is a risk that conduct or events adversely affecting Johnson & Johnson’s reputation could also adversely affect Kenvue’s reputation or the reputation of its brands. Moreover, the licenses to the legacy Johnson & Johnson branding include quality control provisions obligating Kenvue and any sublicensees to remain in compliance with applicable law and quality standards. Failure by Kenvue or any sublicensees to comply with these obligations could potentially result in termination of the licenses, which could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue expects the separation process to continue to be complex, time-consuming and costly. Kenvue needs to establish or expand its own corporate functions, including facilities, insurance, logistics, quality, compliance, finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance, other professional services and general commercial support functions. Kenvue also needs to make investments or hire additional employees to operate without the same access to Johnson & Johnson’s existing operational and administrative infrastructure. Kenvue expects to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Johnson & Johnson historically provided to Kenvue prior to the Separation. Any failure or significant downtime in Kenvue’s own financial, administrative or other support systems, or in the Johnson & Johnson financial, administrative or other support systems during the transitional period during which Johnson & Johnson provides Kenvue with support, could adversely affect Kenvue’s business, results of operations or financial condition, such as by preventing Kenvue from paying its suppliers and employees, executing business combinations and foreign currency transactions, or performing administrative or other services on a timely basis. Due to the scope and complexity of the underlying projects related to the Separation, the amount of total costs could be materially higher than Kenvue’s estimate, and the timing of the incurrence of these costs is subject to change.

In particular, Kenvue’s day-to-day business operations, including a significant portion of the communications among Kenvue’s customers, manufacturers, suppliers and other third-party partners, rely on IT Systems. Johnson & Johnson’s IT Systems are complex and Kenvue expects the transfer of IT Systems from Johnson & Johnson to Kenvue to continue to be complex, time-consuming and costly. There is also a risk of data loss in the process of transferring IT Systems. As a result of Kenvue’s reliance on IT Systems, the cost of the information technology integration and transfer and any loss of key data could have an adverse effect on Kenvue’s business, results of operations or financial condition.

In addition, Kenvue’s combined financial statements include the assets, liabilities, net sales and expenses that management has determined are specifically or primarily identifiable to Kenvue, as well as direct and indirect costs that are attributable to Kenvue’s operations. Indirect costs are the costs of support functions that are provided on a centralized or geographic basis by Johnson & Johnson and its affiliates. Indirect costs have been allocated to Kenvue for the purposes of preparing Kenvue’s historical combined financial statements based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method, primarily based on net sales, headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by Kenvue during the periods presented, depending on the nature of the services received. The value of the assets and liabilities Kenvue assumes in connection with the Separation could ultimately be materially different than these attributions, which could adversely affect Kenvue’s business, results of operations or financial condition.

The Separation Agreement provides that, in order to ensure compliance with applicable law, to obtain necessary governmental approvals and other consents and for other business reasons, Kenvue and Johnson & Johnson will defer until after the completion of the Kenvue IPO certain transfers of assets and assumptions of liabilities of businesses in certain jurisdictions. For example, the assets and liabilities of Kenvue’s operations in China, Malaysia and Russia were not transferred to Kenvue prior to the completion of the Kenvue IPO and are not expected to be transferred to Kenvue prior to the completion of the Exchange Offer. See “Agreements between Johnson & Johnson and Kenvue and Other Related Person Transactions—Agreements Entered into in Connection with the Separation—Separation Agreement—Deferred Markets.”

The Separation Agreement provides that Kenvue and Johnson & Johnson will use their respective reasonable best efforts to effect any transfer that is not completed prior to the completion of the Kenvue IPO as promptly following the completion of the Kenvue IPO as reasonably practicable and that, prior to such transfer, the net profits or losses from the operation of such business will, to the extent reasonably practicable and permitted by applicable law, be provided to Kenvue. Nevertheless, these arrangements may introduce additional complexities to Kenvue’s business. Kenvue cannot assure you that any transfer that is not completed prior to the completion of the Exchange Offer will occur promptly following the completion of the Exchange Offer, or at all, including if Kenvue is not able to obtain necessary governmental approvals or other consents or if there are any unanticipated developments or changes, including changes in laws or regulations, or that Johnson & Johnson will operate such businesses as Kenvue would have. Further, effecting the transfers could require more resources than expected, including out-of-pocket costs and expenses and internal management and employee time and resources, which could adversely affect Kenvue’s business, results of operations or financial condition. In the event transfers are significantly delayed or do not occur, Kenvue may not realize all of the anticipated benefits of the Separation, which could adversely affect Kenvue’s business, results of operations or financial condition.

The Separation Agreement provides for the transfer of certain contracts, permits, licenses and other assets and rights, in whole or in part, from Johnson & Johnson to Kenvue in connection with the Separation. The transfer of certain of these contracts, permits, licenses and other assets and rights may require consents or approvals of, or provide other rights to, third parties or governmental authorities. In addition, in some circumstances, Kenvue and Johnson & Johnson are joint beneficiaries of contracts, and Kenvue and Johnson & Johnson may need to obtain the consents of third parties in order to split or separate the existing contracts or the relevant portion of the existing contracts between Kenvue and Johnson & Johnson.

Kenvue expects that certain required consents or approvals will not be obtained prior to the completion of the Exchange Offer, or at all. Some third parties may use consent or approval requirements or other rights in connection with the Separation to seek to terminate contracts, obtain more favorable pricing or other contractual terms from Kenvue or require Kenvue to provide assurance regarding its financial stability as an independent, publicly traded company by obtaining letters of credit or other forms of credit support. If Kenvue is unable to obtain required consents or approvals, Kenvue may not receive certain benefits, permits, assets, licenses and contractual commitments that are intended to be allocated to Kenvue as part of the Separation, and Kenvue may be required to seek alternative arrangements to obtain these benefits, permits, assets, licenses and contractual commitments, which may be more costly or of lower quality. The termination or modification of contracts or failure to complete the transfer of contracts, permits, licenses and other assets and rights to Kenvue on a timely basis, or at all, could adversely affect Kenvue’s business, results of operations or financial condition.

Because Kenvue has not operated as an independent, publicly traded company in the past, Kenvue may need to acquire assets in addition to those transferred by Johnson & Johnson to Kenvue in connection with the Separation. Kenvue may also face difficulty in separating Kenvue’s assets from Johnson & Johnson’s assets and integrating newly acquired assets into Kenvue’s business. The Separation is complex in nature and unanticipated developments or changes, including changes to applicable laws or regulations (or interpretations thereof), required consents or approvals, or other challenges in executing the Separation, could delay or prevent the completion of certain aspects of the Separation, require more resources than expected (including out-of-pocket costs and expenses and internal management and employee time and resources) or cause the Separation to occur on terms or conditions that are different or less favorable to Kenvue than expected. Kenvue’s business, results of operations or financial condition could be adversely affected if Kenvue has difficulty operating as an independent, publicly traded company, fails to acquire assets that prove to be important to Kenvue’s operations or incurs unexpected costs in separating Kenvue’s assets from Johnson & Johnson’s assets or integrating newly acquired assets.

Johnson & Johnson has agreed to provide Kenvue with certain manufacturing services pursuant to the Transition Manufacturing Agreement for a transitional period following the completion of the Kenvue IPO. These services consist of supplying Kenvue with specified products, or components thereof, including Tylenol, Zyrtec, Motrin, Benadryl and other OTC products, for terms of varying duration following the Separation. Kenvue relies on Johnson & Johnson to satisfy its manufacturing obligations during the applicable term for each product subject to the Transition Manufacturing Agreement. Failure by Johnson & Johnson to perform these obligations, or any delay in or disruption to Johnson & Johnson’s ability to perform these obligations, could adversely affect Kenvue’s ability to timely deliver quality products to consumers and customers in necessary quantities, hinder sales of the applicable products, damage Kenvue’s reputation or the reputation of Kenvue’s brands or otherwise adversely affect Kenvue’s business, results of operations or financial condition, potentially for an extended period of time. Furthermore, pursuant to the Transition Manufacturing Agreement, Johnson & Johnson has agreed to perform the manufacturing services for Kenvue in a manner consistent with the past practice of its business. As a result, Kenvue’s operational flexibility to implement changes with respect to these services or the amounts Kenvue pays for them is limited, and Kenvue may not be able to implement changes in a manner desirable to Kenvue.

The services that Johnson & Johnson has agreed to provide to Kenvue pursuant to the Transition Manufacturing Agreement are transitional in nature. Upon the expiration of the term for each product subject to the Transition Manufacturing Agreement, Kenvue will be required to transition the manufacturing services for such product to Kenvue’s own internal organization or to obtain alternative third-party sources to provide these services. Transitioning these services from Johnson & Johnson to Kenvue or one or more third parties will be a complex, time-consuming and costly process, and could increase the risk of manufacturing defects or quality control issues. Furthermore, to the extent Kenvue decides to engage one or more third parties to provide these services to Kenvue in the future, Kenvue could encounter additional risks associated with reliance on third parties. See “—Risks Related to Kenvue’s Operations—Kenvue relies on third parties in many aspects of its business, including to manufacture certain of its products, which exposes Kenvue to additional risks that could adversely affect Kenvue’s business, results of operations or financial condition.” If Kenvue does not have its own manufacturing operations, or comparable agreements with alternative third-party sources, in place when the Transition Manufacturing Agreement expires, Kenvue’s business, results of operations or financial condition could be adversely affected, including in the manner described in the preceding paragraph.

Johnson & Johnson has agreed to provide Kenvue with services related to certain historically shared functions pursuant to the Transition Services Agreement for a transitional period following the completion of the Kenvue IPO. These services, which include certain information technology, supply chain, human resources, medical safety, finance, regulatory, sales and marketing, research and development, real estate, legal operations, government affairs, distribution and tax services, will be provided for terms of varying duration following the completion of Separation. Kenvue will rely on Johnson & Johnson to satisfy its obligations during the term of the Transition Services Agreement. Failure by Johnson & Johnson to perform these obligations, or any delay in or disruption to Johnson & Johnson’s ability to perform these obligations, could increase Kenvue’s costs of procuring these services, result in system or service interruptions, divert Kenvue’s management’s focus or otherwise adversely affect Kenvue’s business, results of operations or financial condition, potentially for an extended period of time. Furthermore, pursuant to the Transition Services Agreement, Johnson & Johnson has agreed to perform the services for Kenvue in a manner consistent with the past practice of its business. As a result, Kenvue’s operational flexibility to implement changes with respect to these services or the amounts it pays for them will be limited, and Kenvue may not be able to implement changes in a manner desirable to Kenvue. In addition, Kenvue has historically received informal support from Johnson & Johnson, which may not be addressed in the Transition Services Agreement. The level of this informal support will diminish or be eliminated now that the completion of the Kenvue IPO has occurred.

The services that Johnson & Johnson has agreed to provide to Kenvue pursuant to the Transition Services Agreement are transitional in nature. Kenvue is in the process of creating Kenvue’s own, or engaging alternative third-party sources to provide, systems and services to replicate or replace many of the systems and services that Johnson & Johnson currently provides to Kenvue. However, Kenvue may not be able to successfully replicate or replace these services or obtain the services at the same or better quality, at the same or lower costs or otherwise on the same or more favorable terms and conditions from third parties. For example, implementing Kenvue’s own information technology framework will be a complex, time-consuming and costly process, and could make Kenvue more vulnerable to cyberattacks, network disruptions or other information security or cybersecurity incidents. Furthermore, to the extent Kenvue decides to engage one or more third parties to provide these services to Kenvue in the future, Kenvue could encounter additional risks associated with reliance on third parties. See “—Risks Related to Kenvue’s Operations—Kenvue relies on third parties in many aspects of its business, including to manufacture certain of its products, which exposes Kenvue to additional risks that could adversely affect Kenvue’s business, results of operations or financial condition.” If Kenvue does not have its own systems and services, or comparable agreements with alternative third-party sources, in place when the Transition Services Agreement expires, Kenvue’s business, results of operations or financial condition could be adversely affected, including in the manner described in the preceding paragraph.

Because of their current or former positions with Johnson & Johnson, certain of Kenvue’s executive officers and directors own equity interests in Johnson & Johnson. Continuing ownership of shares of J&J Common Stock and equity awards could create, or appear to create, actual or potential conflicts of interest if Kenvue and Johnson & Johnson face decisions that could have implications for both companies following the completion of the Exchange Offer. In addition, certain of Johnson & Johnson’s current executive officers may continue to serve as Kenvue’s directors following the completion of the Exchange Offer, and this could create, or appear to create, actual or potential conflicts of interest when Kenvue and Johnson & Johnson encounter opportunities or face decisions that could have implications for both companies following the completion of the Exchange Offer or in connection with the allocation of such directors’ time between Kenvue and Johnson & Johnson. These actual or potential conflicts of interest could arise, for example, over matters such as the desirability of changes in Kenvue’s business and operations, funding and capital matters, regulatory matters, matters arising with respect to the Separation Agreement

Provisions relating to certain relationships and transactions in Kenvue’s amended and restated certificate of incorporation address certain actual or potential conflicts of interest between Kenvue, on the one hand, and Johnson & Johnson and its directors, officers or employees who are Kenvue’s directors, officers or employees on the other hand. By becoming Kenvue’s shareholder, you will be deemed to have notice of, and consented to, these provisions of Kenvue’s amended and restated certificate of incorporation. For example, Kenvue renounces any interest or expectancy in any corporate opportunities that are presented to Kenvue’s directors, officers or employees who are also directors, officers or employees of Johnson & Johnson, and such director, officer or employee will have no duty to communicate or present such corporate opportunity to Kenvue, in each case so long as such corporate opportunity was not expressly offered to such person solely in their capacity as Kenvue’s director or officer. Although these provisions are designed to resolve certain conflicts of interest between Kenvue and Johnson & Johnson fairly, Kenvue cannot assure you that any conflicts of interest will be so resolved. See “Description of Capital Stock of Kenvue—Conflicts of Interest; Corporate Opportunities.”

The Separation Agreement provides for indemnification obligations (for uncapped amounts, reduced by any insurance proceeds or other third-party proceeds that the party being indemnified receives) designed to make Kenvue financially responsible for substantially all liabilities, subject to certain exceptions, that may exist relating to its business activities, whether incurred prior to or following the completion of the Kenvue IPO. In addition, Kenvue has agreed to indemnify Johnson & Johnson under certain additional circumstances pursuant to certain other agreements Kenvue has entered into with Johnson & Johnson in connection with the Separation. If Kenvue is required to indemnify Johnson & Johnson under the circumstances set forth in these agreements, Kenvue may be subject to substantial liabilities, which could adversely affect Kenvue’s business, results of operations or financial condition.

Pursuant to the Separation Agreement and certain other agreements Kenvue has entered into with Johnson & Johnson in connection with the Separation, Johnson & Johnson agreed to indemnify Kenvue for certain liabilities. However, third parties could also seek to hold Kenvue responsible for any of the liabilities that Johnson & Johnson has agreed to retain, including Talc-Related Liabilities, and Kenvue cannot assure you that the indemnity from Johnson & Johnson will be sufficient to protect Kenvue against the full amount of such liabilities, or that Johnson & Johnson will be able to fully satisfy its indemnification obligations. In addition, pursuant to the Separation Agreement, Johnson & Johnson’s self-funded insurance policies will not be available to Kenvue, and Johnson & Johnson’s third-party insurance policies may not be available to Kenvue, for liabilities associated with occurrences of indemnified liabilities prior to the Separation, and in any event Johnson & Johnson’s insurers may deny coverage to Kenvue for liabilities associated with certain occurrences of indemnified liabilities prior to the Separation. Moreover, even if Kenvue ultimately succeeds in recovering from Johnson & Johnson or its insurance providers any amounts for which Kenvue is held liable, Kenvue may be temporarily required to bear these losses. The occurrence of any of these events could adversely affect Kenvue’s business, results of operations or financial condition.

Kenvue will be included in the U.S. federal consolidated group tax return, and certain other combined or similar group tax returns, with Johnson & Johnson through the date of the Distribution. Under the Tax Matters Agreement, Johnson & Johnson will generally make all necessary tax payments to the relevant tax authorities with respect to Johnson & Johnson group tax returns, and Kenvue will make tax sharing payments to Johnson & Johnson, the amount of which will generally be determined based upon the amount of tax attributable to the Consumer Health Business.

For taxable periods that begin on or after the day after the date of the Distribution, Kenvue will no longer be included in any Johnson & Johnson group tax returns and Kenvue will file tax returns that include only Kenvue or its subsidiaries, as appropriate. Kenvue will not be required to make tax sharing payments to Johnson & Johnson for those taxable periods. Nevertheless, Kenvue has (and will continue to have following the completion of the Distribution, if pursued) joint and several liability with Johnson & Johnson to the IRS for the consolidated U.S. federal income taxes of the Johnson & Johnson consolidated group for the taxable periods in which Kenvue was part of the Johnson & Johnson consolidated group. See “Agreements between Johnson & Johnson and Kenvue and Other Related Person Transactions—Agreements Entered into in Connection with the Separation—Tax Matters Agreement.”

The agreements Kenvue has entered into with Johnson & Johnson in connection with the Separation, including the Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Agreement, the Trademark Agreements, the Transition Services Agreement, the Transition Manufacturing Agreement, the Registration Rights Agreement, the Reverse Transition Services Agreement and the Data Transfer and Sharing Agreement, were prepared in the context of Kenvue’s separation from Johnson & Johnson while Kenvue was still part of Johnson & Johnson. Accordingly, during the period in which these agreements were prepared, Kenvue did not have a separate or independent board of directors or a management team that was separate from or independent of Johnson & Johnson. The terms of these agreements, including the fees charged for services provided under these agreements, were primarily determined by Johnson & Johnson and, as a result, may not necessarily reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties or from arm’s-length negotiations between Johnson & Johnson and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction.

Kenvue Common Stock has a limited trading history and there may be wide fluctuations in the market value of Kenvue Common Stock during and after the Exchange Offer period as a result of many factors. From the closing of the Kenvue IPO through July 21, 2023, the sales price of Kenvue Common Stock as reported by the NYSE has ranged from a low sales price of $22.49 on July 20, 2023 to a high sales price of $27.80 on May 15, 2023. Factors that may cause the market price of Kenvue Common Stock to fluctuate, some of which may be beyond Kenvue’s control, include:

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of Kenvue Common Stock. If any of the foregoing events occur, it could cause Kenvue’s stock price to fall and may expose Kenvue to lawsuits, including securities class action litigation, that, even if unsuccessful, could result in substantial costs and divert Kenvue’s management’s attention and resources. You should consider an investment in shares of Kenvue Common Stock to be risky, and you should invest in shares of Kenvue Common Stock only if you can withstand a significant loss and wide fluctuations in the market value of your investment.

Prior to the commencement of the Exchange Offer, Johnson & Johnson owned 1,716,160,000 shares of Kenvue Common Stock (approximately 89.6% of outstanding Kenvue Common Stock) and will be offering to exchange up to 1,533,830,450 shares of Kenvue Common Stock in the Exchange Offer. If the Exchange Offer is fully subscribed and Johnson & Johnson does not increase the number of shares to be exchanged in the Exchange Offer (including by an additional number of shares of J&J Common Stock up to the De Minimis Increase Amount, which amount may constitute all of Johnson & Johnson’s remaining interest in Kenvue), Johnson & Johnson will continue to hold 182,329,550 shares of Kenvue Common Stock, which equals approximately 9.5% of outstanding Kenvue Common Stock. These shares are “restricted securities” as that term is defined in Rule 144 (“Rule 144”) under the Securities Act. Subject to contractual restrictions, including the lock-up agreements described in the paragraphs below, Johnson & Johnson will be entitled to sell these shares in the public market only if the sale of such shares is registered with the Securities and Exchange Commission (“SEC”) or if the sale of such shares qualifies for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. Kenvue is unable to predict with certainty whether or when Johnson & Johnson will complete any future distributions or

In connection with the Kenvue IPO, Kenvue, its executive officers, directors and Johnson & Johnson agreed with the underwriters that, except with the prior written consent of each of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, Kenvue and they will not, subject to certain exceptions, during the period beginning on the date of the prospectus for the Kenvue IPO and continuing through the date that is 180 days after the date of such prospectus (May 3, 2023), offer, sell, contract to sell, pledge or otherwise dispose of or hedge, directly or indirectly, any shares of Kenvue Common Stock or securities convertible into or exchangeable or exercisable for any shares of Kenvue Common Stock. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion and at any time without notice, release all or any portion of the shares of Kenvue Common Stock subject to these lock-up agreements.

In connection with the Exchange Offer, on July 24, 2023, Johnson & Johnson and Kenvue obtained a waiver of the lock-up entered into in connection with the Kenvue IPO permitting Johnson & Johnson and Kenvue to launch and consummate the Exchange Offer (including the De Minimis Increase Amount and the clean-up spin-off, if any). This waiver of the lock-up applies only to Johnson & Johnson and Kenvue, and not to any of Kenvue’s executive officers or directors.

Additionally, in connection with the Exchange Offer, Johnson & Johnson agreed with the dealer managers that, except in connection with the Exchange Offer (including the De Minimis Increase Amount and the clean-up spin-off, if any) or with the prior written consent of each of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, Johnson & Johnson will not, subject to certain exceptions and subject to the completion of the Exchange Offer, during the period beginning on August 3, 2023 and continuing through the date that is 90 days after the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023), offer, sell, contract to sell, pledge or otherwise dispose of or hedge, directly or indirectly, any shares of Kenvue Common Stock or securities convertible into or exchangeable or exercisable for any shares of Kenvue Common Stock. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion and at any time without notice, release all or any portion of the shares of Kenvue Common Stock subject to this lock-up agreement.

When the lock-up periods expire, Kenvue and its shareholders subject to lock-up agreements will be able to sell shares of Kenvue Common Stock in the public market. Sales of a substantial number of shares of Kenvue Common Stock upon expiration of the lock-up agreements, the perception that these sales may occur or early release of these lock-up agreements could cause the market price of shares of Kenvue Common Stock to decline or make it more difficult for you to sell your shares of Kenvue Common Stock at a time and price that you deem appropriate.

As a standalone public company, Kenvue will be required to maintain internal control over financial reporting and to report any material weaknesses in Kenvue’s internal control. In addition, beginning with Kenvue’s second annual report on Form 10-K, Kenvue expects that it will be required to furnish a report by management on the effectiveness of Kenvue’s internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Kenvue’s independent registered public accounting firm will also be required to express an opinion as to the effectiveness of Kenvue’s internal control over financial reporting beginning with Kenvue’s second annual report on Form 10-K. At such time, Kenvue’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Kenvue’s internal control over financial reporting is documented, designed or operating.

The process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is complex, time-consuming and costly. If Kenvue identifies material weaknesses in

Kenvue is subject to reporting and other obligations under the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the SEC and the NYSE. As an independent, publicly traded company, Kenvue is required to:

These reporting and other obligations place significant demands on Kenvue’s management, diverting their time and attention from sales-generating activities to compliance activities, and require increased administrative and operational costs and expenses that Kenvue did not incur prior to the Kenvue IPO, which could adversely affect Kenvue’s business, results of operations or financial condition.

In the future, your percentage ownership in Kenvue may be further diluted if Kenvue issues additional shares of Kenvue Common Stock or convertible debt securities in connection with acquisitions, capital market transactions or other corporate purposes, including equity awards that Kenvue may grant to Kenvue’s directors, officers and employees. In connection with the Separation, Kenvue filed a registration statement on Form S-8 to register the shares of Kenvue Common Stock that Kenvue expects to reserve for issuance under Kenvue’s proposed equity incentive plan. It is anticipated that the Compensation & Human Capital Committee will grant additional equity awards to Kenvue’s employees and directors following the completion of the Exchange Offer or future distributions following the Exchange Offer, from time to time, under Kenvue’s equity incentive plan. Kenvue cannot predict with certainty the size of future issuances of shares of Kenvue Common Stock or the effect, if any, that future issuances and sales of shares of Kenvue Common Stock will have on the market price of shares of Kenvue Common Stock. Any such issuance could result in substantial dilution to Kenvue’s existing shareholders.

In addition, following the completion of the Distribution, Kenvue’s employees will have rights to purchase or receive shares of Kenvue Common Stock as a result of the conversion of their Johnson & Johnson stock options, restricted share units and performance share units into Kenvue’s stock options and restricted share units. The conversion of these Johnson & Johnson awards into Kenvue’s awards is described in further detail in the sections of this prospectus entitled “Executive and Director Compensation—Compensation Discussion and Analysis.” As of the date of this prospectus, the exact number of shares of Kenvue Common Stock that will be subject to the converted equity awards is not determinable, and, therefore, it is not possible to determine the extent to which your percentage ownership in Kenvue could be diluted as a result of the conversion.

Kenvue’s board of directors will be authorized, without further vote or action by Kenvue’s shareholders, to provide for the issuance from time to time of shares of Kenvue’s preferred stock in series and, as to each series, to fix the designation; the dividend rate and the preferences, if any, which dividends on that series will have compared to any other class or series of Kenvue’s capital stock; the voting rights, if any; the liquidation preferences, if any; the conversion privileges, if any; and the redemption price or prices and the other terms of redemption, if any, applicable to that series. The terms of one or more series of preferred stock could dilute the voting power or reduce the value of Kenvue Common Stock. For example, Kenvue could grant the holders of Kenvue’s preferred stock rights to elect directors in all events or on the occurrence of specified events or the right to veto specified transactions. In addition, the repurchase or redemption rights or liquidation preferences that Kenvue could assign to holders of Kenvue’s preferred stock could affect the residual value of Kenvue Common Stock. See “Description of Capital Stock of Kenvue—Preferred Stock.”

In connection with the Separation, Kenvue has entered into certain financing arrangements, which include the Notes Offering, the Commercial Paper Program and the Revolving Credit Facility. In addition, Kenvue may incur additional indebtedness in the future. This indebtedness could have important, adverse consequences to Kenvue and Kenvue’s investors, including:

The risks described above will increase with the amount of indebtedness Kenvue incurs in the future. Furthermore, to the extent Kenvue’s indebtedness bears interest at variable rates, Kenvue’s ability to borrow additional funds may be reduced and the risks described above would intensify if these rates were to increase significantly, whether because of an increase in market interest rates or a decrease in Kenvue’s creditworthiness. In addition, Kenvue’s actual cash requirements in the future may be greater than expected. Kenvue’s cash flow from operations may not be sufficient to service Kenvue’s outstanding debt or to repay the outstanding debt as it becomes due, and Kenvue may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance Kenvue’s debt.

Kenvue is a holding company with limited direct business operations, including conducting certain operational activities in anticipation of the Separation. Kenvue’s subsidiaries own substantially all of Kenvue’s assets and conduct substantially all of Kenvue’s operations. Dividends from Kenvue’s subsidiaries and permitted payments to Kenvue under arrangements with Kenvue’s subsidiaries are Kenvue’s principal sources of cash to meet Kenvue’s obligations. These obligations include operating expenses and interest and principal on current and any future

On July 20, 2023, Kenvue announced that its board of directors had declared a quarterly cash dividend of $0.20 per share of Kenvue Common Stock, payable on September 7, 2023 to shareholders of record as of the close of business on August 28, 2023. Although Kenvue currently intends to pay a quarterly cash dividend to holders of Kenvue Common Stock, Kenvue has no obligation to do so, and its dividend policy may change at any time without notice to its shareholders. The payment of any dividends in the future to Kenvue’s shareholders, and the timing and amount thereof, will fall within the discretion of Kenvue’s board of directors. Kenvue’s board of directors’ decisions regarding the payment of dividends will depend on many factors, such as Kenvue’s financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in the agreements governing Kenvue’s indebtedness, general economic business conditions, industry practice, legal requirements and other factors that Kenvue’s board of directors may deem relevant. Kenvue’s ability to pay dividends will depend on Kenvue’s ongoing ability to generate cash from operations and on Kenvue’s access to the capital markets. Furthermore, Kenvue is a holding company with limited direct business operations, including conducting certain operational activities in anticipation of the Separation. As a result, Kenvue’s ability to pay dividends will also depend on the ability of Kenvue’s subsidiaries to pay dividends and make other payments and distributions to Kenvue. Kenvue cannot assure you that Kenvue will pay Kenvue’s anticipated dividend in the same amount or frequency, or at all, in the future.

The preparation of financial statements in conformity with U.S. GAAP requires Kenvue to make estimates and assumptions that affect the amounts reported in Kenvue’s combined financial statements. Kenvue bases its estimates on historical experience and on various other assumptions that Kenvue believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, net sales and expenses that are not readily apparent from other sources. If Kenvue’s assumptions change or if actual circumstances differ from Kenvue’s assumptions, Kenvue’s results of operations could be adversely affected and could fall below Kenvue’s publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of shares of Kenvue Common Stock.

Kenvue’s amended and restated certificate of incorporation and its amended and restated bylaws contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with Kenvue’s board of directors rather than to attempt an unsolicited takeover not

In addition, because Kenvue has not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that you may favor. Section 203 of the DGCL generally prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time that such stockholder became an interested stockholder, subject to certain exceptions. See “Description of Capital Stock of Kenvue—Anti-Takeover Effects of Various Provisions of Delaware Law, Kenvue’s Amended and Restated Certificate of Incorporation and Kenvue’s Amended and Restated Bylaws—Delaware Anti-Takeover Statute.”

So long as Johnson & Johnson beneficially owns a majority of the total voting power of Kenvue’s outstanding capital stock, and therefore has the ability to direct the election of all the members of Kenvue’s board of directors, directors designated by Johnson & Johnson to serve on Kenvue’s board of directors would have the ability to authorize a party, including a potential transferee of Johnson & Johnson’s shares of Kenvue Common Stock, to become an interested stockholder such that the restrictions of Section 203 of the DGCL would not apply to such party.

Kenvue believes these provisions will protect Kenvue’s shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with Kenvue’s board of directors and by providing Kenvue’s board of directors with more time to assess any acquisition proposal. These provisions are not intended to make Kenvue immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some of Kenvue’s shareholders and could delay or prevent an acquisition that Kenvue’s board of directors determines is not in the best interests of Kenvue and Kenvue’s shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Kenvue’s amended and restated certificate of incorporation provides, in all cases to the fullest extent permitted by law, that, unless it consents in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware (or, if such court does not have jurisdiction, the United States District Court for the District of Delaware) is the sole and exclusive forum for (1) any derivative action or proceeding brought on Kenvue’s behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of Kenvue’s directors, officers, employees or shareholders to it or its shareholders, (3) any action asserting a claim arising pursuant to any provision of Kenvue’s amended and restated certificate of incorporation or Kenvue’s amended and restated bylaws, (4) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery located within the State of Delaware or (5) any action asserting a claim governed by the internal affairs doctrine.

These exclusive forum provisions will not apply to claims arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Unless Kenvue consents in writing to the selection of an alternative forum, the federal district courts of the United States are the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act.

These exclusive forum provisions may impose additional costs on shareholders in pursuing any such claims, particularly if the shareholders do not reside in or near the State of Delaware, or limit a shareholder’s ability to bring a claim in a judicial forum that such shareholder finds favorable for disputes with Kenvue or its directors, officers, employees or shareholders, which in each case may discourage such lawsuits with respect to such claims. It is

Your investment will be subject to different risks as a result of the Exchange Offer, regardless of whether you tender all, some or none of your shares of J&J Common Stock:

Regardless of whether you tender your shares of J&J Common Stock, the shares you hold after the completion of the Exchange Offer will reflect a different investment from the investment you previously held.

Immediately prior to the commencement of the Exchange Offer, Johnson & Johnson owned 1,716,160,000 shares of Kenvue Common Stock, representing 89.6% of outstanding shares of Kenvue Common Stock. Assuming the completion of the Exchange Offer and that it is fully subscribed, Johnson & Johnson will distribute 1,533,830,450 shares of Kenvue Common Stock, and may at its option distribute up to an additional 182,329,550 shares of Kenvue Common Stock if the Exchange Offer is oversubscribed, and such shares of Kenvue Common

The common stock price history for shares of J&J Common Stock and Kenvue Common Stock may not provide investors with a meaningful basis for evaluating an investment in either company’s common stock. Kenvue has been a publicly traded company only since May 4, 2023. The prior performance of J&J Common Stock and Kenvue Common Stock may not be indicative of the performance of their common stock after the Exchange Offer. In addition, the indicative and final per-share values used in determining the exchange ratio may not be indicative of the prices at which J&J Common Stock and Kenvue Common Stock will trade after the Exchange Offer is completed.

The Exchange Offer is designed to permit you to exchange your shares of J&J Common Stock for shares of Kenvue Common Stock at a 7% discount. Stated another way, subject to the limitations described below, for each $100 of your shares of J&J Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of Kenvue Common Stock based on the Average J&J Price and the Average Kenvue Price.

The number of shares you can receive is, however, subject to an upper limit of 8.0549 shares of Kenvue Common Stock for each share of J&J Common Stock accepted in the Exchange Offer. The upper limit ensures that any unusual or unexpected decrease in the trading price of Kenvue Common Stock, relative to the trading price of J&J Common Stock, would not result in an unduly high number of shares of Kenvue Common Stock being exchanged for each share of J&J Common Stock accepted in the Exchange Offer. As a result, you may receive less than $107.53 of Kenvue Common Stock for each $100 of J&J Common Stock accepted in the Exchange Offer, depending on the Average J&J Price and the Average Kenvue Price. Because of the upper limit, if there is a decrease of sufficient magnitude in the trading price for shares of Kenvue Common Stock relative to the trading price of shares of J&J Common Stock, or if there is an increase of sufficient magnitude in the trading price for shares of J&J Common Stock relative to the trading price for shares of Kenvue Common Stock, you may not receive $107.53 of Kenvue Common Stock for each $100 of J&J Common Stock accepted, and could receive much less. In addition, there is no assurance that you will be able to sell shares of Kenvue Common Stock received in the Exchange Offer at prices comparable to the Average Kenvue Price.

There may also be circumstances under which you would receive fewer shares of Kenvue Common Stock than you would have received if the exchange ratio were determined using the closing prices for shares of J&J Common Stock and Kenvue Common Stock on the expiration date of the Exchange Offer. For example, if the trading price of J&J Common Stock were to increase during the last two trading days of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 17 and 18, 2023), the Average J&J Price would likely be lower than the closing price of J&J Common Stock on the expiration date of the Exchange Offer. As a result, you may receive fewer dollars of Kenvue Common Stock for each $100 of J&J Common Stock than you would otherwise receive if the Average J&J Price were calculated on the basis of the closing price of shares of J&J Common Stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. Similarly, if the trading price of Kenvue Common Stock were to decrease during the last

Tendering Johnson & Johnson stockholders whose shares of J&J Common Stock have been accepted for exchange will not be able to sell the shares of Kenvue Common Stock to be received until the distribution of shares of Kenvue Common Stock to individual stockholders has been completed. Consequently, if the market price for shares of Kenvue Common Stock should decrease or increase during that period, the relevant stockholder would not be able to stop any losses or recognize any gain by selling the shares of Kenvue Common Stock. Similarly, you will not be able to invest cash in lieu of fractional shares of Kenvue Common Stock, if any, until the distribution of such cash has been completed, and you will not receive interest payments for this time period.

Investors may purchase shares of J&J Common Stock in order to participate in the Exchange Offer, which may have the effect of raising market prices for shares of J&J Common Stock during the pendency of the Exchange Offer. Following the completion of the Exchange Offer, the market prices for shares of J&J Common Stock may decline because any Exchange Offer-related demand for shares of J&J Common Stock will cease. In addition, following the completion of the Exchange Offer, the market prices for shares of J&J Common Stock may decline because Johnson & Johnson will no longer have any ownership interest in Kenvue.

Depending on the number of shares validly tendered, Johnson & Johnson may be able to influence the outcome of certain corporate actions requiring the approval of Kenvue’s shareholders so long as it owns a significant portion of Kenvue Common Stock and may retain certain rights pursuant to the Separation Agreement. See “Agreements Between Johnson & Johnson and Kenvue and Other Related Person Transactions—Agreements Entered into in Connection with the Separation—Separation Agreement.” In addition, if the Exchange Offer is not fully subscribed, and Johnson & Johnson were to waive the Minimum Amount and the clean-up spin-off is not consummated, Johnson & Johnson may continue to hold more than 50% of the outstanding Kenvue Common Stock, and in such event, Kenvue would continue to be considered a “controlled company” under NYSE rules. In such case, the typical independence requirements under the NYSE rules would not apply to Kenvue. Even if the Exchange Offer is fully subscribed and is completed, Johnson & Johnson may continue to hold 182,329,550 shares of Kenvue Common Stock, which equals approximately 9.5% of outstanding Kenvue Common Stock (Johnson & Johnson may decide to accept an additional number of shares of J&J Common Stock up to the De Minimis Increase Amount, which amount may constitute all of Johnson & Johnson’s remaining interest in Kenvue).

Johnson & Johnson has received a private letter ruling from the IRS substantially to the effect that, among other things, the Exchange Offer, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The Exchange Offer is conditioned on, among other things, the continuing effectiveness and validity of Johnson & Johnson’s private letter ruling from the IRS and favorable opinions of Johnson & Johnson’s U.S. tax advisors. The private letter ruling and opinions of Johnson & Johnson’s U.S. tax advisors will rely on certain facts, assumptions, representations and undertakings from Kenvue and Johnson & Johnson regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, Johnson & Johnson and its shareholders may not be able to rely on the private

If the Exchange Offer were determined not to qualify as a tax-free distribution under Section 355 of the Code, each Johnson & Johnson stockholder who receives shares of Kenvue Common Stock in the Exchange Offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the shares of Kenvue Common Stock received by the stockholder and its tax basis in the shares of J&J Common Stock exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the shares of Kenvue Common Stock received by the stockholder.

In addition, Johnson & Johnson would generally recognize a gain with respect to the transfer of Kenvue Common Stock in the Exchange Offer, as well as with respect to the receipt of certain cash proceeds from Kenvue in connection with the Separation.

The Exchange Offer could be taxable to Johnson & Johnson but not its stockholders, if Kenvue or its stockholders were to engage in certain transactions after the Exchange Offer is completed. In such cases, Kenvue would be required to indemnify Johnson & Johnson for any resulting taxes and related expenses, which amount could be material.

To preserve the tax-free treatment of certain steps of the Separation and Exchange Offer for U.S. federal income tax purposes, Kenvue is restricted under the Tax Matters Agreement, dated as of May 3, 2023, by and between Kenvue and Johnson & Johnson, from taking certain actions that would prevent certain steps of the Separation and Exchange Offer from being tax-free for U.S. federal income tax purposes. Under the Tax Matters Agreement, for the two-year period following the completion of the Separation and Exchange Offer (or, if applicable, the clean-up spin-off), Kenvue will be subject to specific restrictions on its ability to enter into acquisition, merger, liquidation, sale and stock redemption transactions with respect to its stock. These restrictions may limit Kenvue’s ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its shareholders or that might increase the value of its business. These restrictions will not limit the acquisition of other businesses by Kenvue for cash consideration. In addition, under the Tax Matters Agreement, Kenvue will generally be required to indemnify Johnson & Johnson against certain tax liabilities that may result from the acquisition of its stock or assets, even if Kenvue does not participate in or otherwise facilitate the acquisition. Furthermore, Kenvue will be subject to specific restrictions on discontinuing the active conduct of its trade or business, the issuance or sale of stock or other securities (including securities convertible into its stock but excluding certain compensatory arrangements), and sales of assets outside the ordinary course of business. These restrictions may reduce Kenvue’s strategic and operating flexibility. See “Agreements Between Johnson & Johnson and Kenvue and Other Related Person Transactions—Agreements Entered into in Connection with the Separation—Tax Matters Agreement.”

This prospectus contains forward-looking statements, which do not relate strictly to historical or current facts and which reflect Johnson & Johnson’s and Kenvue’s, as the case may be, management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected operating results and financial performance; impact of planned acquisitions and dispositions; strategy for growth; product development activities; regulatory approvals; market position; expenditures; and the effects of the Separation on Kenvue’s business.

In particular, forward-looking statements include statements relating to: the Exchange Offer and/or one or more subsequent additional distributions; the Separation, the Exchange Offer and their expected benefits; applicable laws and regulations; the Exchange Offer and related transactions will result in a substantial amount of Kenvue Common Stock entering the market, which may adversely affect the market price of Kenvue Common Stock; investments will be subject to different risks after the Exchange Offer; during and following the completion of the Exchange Offer, shares of J&J Common Stock and Kenvue Common Stock will fluctuate and the final per-share values used in determining the exchange ratio may not be indicative of future trading prices; tendering Johnson & Johnson stockholders may receive a reduced discount or may not receive any discount in the Exchange Offer; participating Johnson & Johnson stockholders may experience some delay in receiving shares of Kenvue Common Stock (and cash in lieu of fractional shares of Kenvue Common Stock, if any) for shares of J&J Common Stock that are accepted in the Exchange Offer; market prices for shares of J&J Common Stock may be impacted by the Exchange Offer; the Separation and the Exchange Offer could result in significant tax liability; Kenvue’s agreements with Johnson & Johnson; Johnson & Johnson’s control of Kenvue prior to the Exchange Offer and potential loss of control of Kenvue after the completion of the Exchange Offer; Kenvue’s ability to operate as a standalone company after the Exchange Offer is completed; Kenvue’s ability to expand globally, implement its digital-first approach and respond appropriately to competitive pressure; the impact of negative publicity and failed marketing efforts; the rapidly changing retail landscape, including Kenvue’s dependence on key retailers, policies of Kenvue’s retail trade customers, the emergence of e-commerce and other alternative retail channels, and challenges with innovation and research and development; the potential that the expected benefits and opportunities from any planned or completed acquisition or divestiture may not be realized or may take longer to realize than expected; Kenvue’s ability to establish, maintain, protect and enforce intellectual property rights, as well as address the threats of counterfeit products, infringement of Kenvue’s intellectual property, and other unauthorized versions of its products; allegations that Kenvue’s products infringe the intellectual property rights of third parties; difficulties and delays in manufacturing, internally or within the supply chain, that may lead to business interruptions, product shortages, withdrawals or suspensions of products from the market, and potential regulatory action; Kenvue’s reliance on third-party relationships, global supply chains, and production and distribution processes, which may adversely affect supply, sourcing, and pricing of materials used in its products, and impact its ability to forecast product demand; interruptions and breaches of Kenvue’s information technology systems or those of a third party; the potential for labor disputes, strikes, work stoppages, and similar labor relations matters, and the impact of minimum wage increases; Kenvue’s ability to attract and retain talented, highly skilled employees and a diverse workforce, and to implement succession plans for Kenvue’s senior management; climate change, extreme weather, and natural disasters, or legal, regulatory or market measures to address climate change; the impact of increasing scrutiny and rapidly evolving expectations from stakeholders regarding environmental, social, and governance matters; the potential for insurance to be unavailable or insufficient to cover losses Kenvue may incur; product reliability, safety and efficacy concerns, whether or not based on scientific or factual evidence, potentially resulting in governmental investigations, regulatory action (including the shutdown of manufacturing facilities), private claims and lawsuits, significant remediation and related costs, safety alerts, product shortages, declining sales, reputational damage, and share price impact; legal proceedings related to talc or talc-containing products; the impact of legal proceedings and the uncertainty of their outcome, whether or not Kenvue believes they have merit; changes to applicable laws, regulations, policies, and related interpretations; changes in tax laws and regulations, increased audit scrutiny by tax authorities and exposures to additional tax liabilities potentially in excess of existing reserves; the impact of inflation and fluctuations in interest rates and currency exchange rates; potential changes in export/import and trade laws, regulations, and policies; the impact of a natural disaster, catastrophe, epidemic, pandemic, including COVID-19, global tension, including armed conflict such as the ongoing military conflict between Russia and Ukraine, or other

Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to risks, uncertainties and changes that are difficult to predict and many of which are outside of Johnson & Johnson’s and Kenvue’s control. You should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, Johnson & Johnson’s and Kenvue’s actual results and financial condition could vary materially from expectations and projections expressed or implied in the forward-looking statements. These matters involve risks and uncertainties as discussed in Johnson & Johnson’s periodic reports on Form 10-K and Form 10-Q, and its current reports on Form 8-K, filed with the SEC, as well as those issues and uncertainties described elsewhere in this prospectus, including in “Risk Factors.” Many factors, including those set forth in “Risk Factors,” could cause actual results to differ materially from such forward-looking statements. However, there may also be other risks that Johnson & Johnson and Kenvue are unable to predict at this time. If one or more of these risks or uncertainties materialize, or if management’s underlying beliefs and assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement included in this prospectus. You should not put undue reliance on forward-looking statements, which speak only as of the date on which such statements are made.

For additional information regarding risks and uncertainties faced by Johnson & Johnson and Kenvue, please read “Risk Factors” and “Incorporation by Reference.” You should understand that it is not possible to predict or identify all such factors and you should not consider the risks described above to be a complete statement of all potential risks and uncertainties. Johnson & Johnson and Kenvue do not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments, except as required by law.

In November 2021, Johnson & Johnson announced its intention to separate its Consumer Health segment (the “Consumer Health Business”) into a new, publicly traded company (the “Separation”). Kenvue was incorporated in Delaware on February 23, 2022 in connection with the Separation and was formed to ultimately hold, directly or indirectly, and conducted certain operational activities in anticipation of the planned separation of, the Consumer Health Business. Prior to the Kenvue IPO (as defined below), Kenvue was wholly owned by Johnson & Johnson and primarily represented the Consumer Health Business. Kenvue also included certain other product lines previously reported in another segment of Johnson & Johnson. On April 4, 2023, in connection with the Separation, Johnson & Johnson completed in all material respects the transfer of the assets and liabilities of the Consumer Health Business to Kenvue and its subsidiaries, other than the transfer of assets and liabilities in certain jurisdictions where Kenvue and Johnson & Johnson will defer the transfer of such assets and assumption of liabilities and other immaterial assets (such transfer, the “Consumer Health Business Transfer”).

On May 8, 2023, in conjunction with the Consumer Health Business Transfer, Kenvue distributed $13.8 billion to Johnson & Johnson from (1) the net proceeds received from the sale of Kenvue Common Stock in the Kenvue IPO, (2) the net proceeds received from the Debt Financing Transactions (as defined below) and (3) any cash and cash equivalents in excess of the $1.17 billion in cash and cash equivalents retained by Kenvue immediately following the Kenvue IPO.

Additionally, in connection with the Separation, Kenvue entered into the Separation Agreement and various other agreements with Johnson & Johnson for the purpose of effecting the Separation. These agreements provide a framework for Kenvue’s relationship with Johnson & Johnson and govern various interim and ongoing relationships between Kenvue and Johnson & Johnson that follow the completion of the Kenvue IPO. These agreements between Kenvue and Johnson & Johnson are further described in “Agreements Between Johnson & Johnson and Kenvue and Other Related Person Transactions—Agreements Entered into in Connection with the Separation.”

On May 8, 2023, the initial public offering of Kenvue Common Stock (the “Kenvue IPO”) was completed through the sale of 198,734,444 shares of Kenvue Common Stock, including the underwriters’ full exercise of their option to purchase 25,921,884 shares to cover over-allotments, at an initial public offering price of $22 per share for net proceeds of $4.2 billion after deducting underwriting discounts and commissions of $131 million. As of the closing of the Kenvue IPO, there were 1,914,894,444 shares of Kenvue Common Stock outstanding and Johnson & Johnson owned 1,716,160,000 shares of Kenvue Common Stock, or approximately 89.6% of the total outstanding shares of Kenvue Common Stock.

On March 22, 2023, Kenvue issued eight series of senior unsecured notes (the “Senior Notes”) in an aggregate principal amount of $7.75 billion in a private placement. The net proceeds to Kenvue from the Senior Notes offering was $7.7 billion after deductions of discounts and issuance costs of $75 million.

On March 3, 2023, Kenvue entered into a commercial paper program (the “Commercial Paper Program”). Prior to the Kenvue IPO, Kenvue issued $1.25 billion under the program, which, collectively with the Senior Notes, are referred to as the “Debt Financing Transactions.” In aggregate, inclusive of amounts issued as part of the Debt Financing Transactions, Kenvue issued $2.3 billion of commercial paper notes and repaid $1.6 billion, in line with its stated maturities during the fiscal three months ended July 2, 2023. As of July 2, 2023, Kenvue had $754 million of outstanding balances under the Commercial Paper Program, net of a related discount of $2 million.

On March 6, 2023, Kenvue entered into a credit agreement providing for a five-year senior unsecured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $4 billion to be made available

See “Description of Certain Indebtedness of Kenvue” for more information on the Debt Financing Transactions and the Revolving Credit Facility.

Johnson & Johnson has decided to commence the Exchange Offer to divest all or a portion of Johnson & Johnson’s remaining interest in its Consumer Health Business now owned by Kenvue from Johnson & Johnson’s remaining businesses in a tax-efficient manner, with the goal of enhancing stockholder value and better positioning Johnson & Johnson to focus on its core businesses.

Johnson & Johnson believes that the Separation and the Exchange Offer will, among other things, (a) create a fully independent company focused exclusively on the Consumer Health Business, which can pursue future business initiatives, including acquisitions and other capital investments, without the influence of a controlling stockholder, (b) create a widely held, publicly traded equity security linked only to the performance of the Consumer Health Business, rather than together with Johnson & Johnson’s other businesses, which can be used efficiently to attract, retain and incentivize employees of the Consumer Health Business and to pursue attractive acquisition and capital raising opportunities, and (c) enhance the capital markets efficiency of J&J Common Stock by eliminating a non-core business which investors may not appropriately value when assessing Johnson & Johnson’s business operations.

Neither Johnson & Johnson nor Kenvue can provide assurances that, following the Exchange Offer, any of these benefits will be realized to the extent anticipated or at all.

The following reasons were considered by Johnson & Johnson in making the determination to divest all or a portion of Johnson & Johnson’s remaining interest in its Consumer Health Business now owned by Kenvue from Johnson & Johnson’s remaining businesses by means of the Exchange Offer:

Upon the completion of the Exchange Offer, and assuming Johnson & Johnson no longer has a controlling financial interest in Kenvue, Kenvue’s historical results will be shown in Johnson & Johnson’s financial statements as discontinued operations, and, in subsequent periods, Johnson & Johnson’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Kenvue.

Holders of J&J Common Stock will be affected by the Exchange Offer as follows:

Kenvue had an equity capitalization of 1,914,894,444 shares of common stock as of July 2, 2023. Johnson & Johnson owned 1,716,160,000 shares of Kenvue Common Stock, representing approximately 89.6% of the outstanding shares of Kenvue Common Stock as of July 2, 2023.

Appraisal is a statutory remedy under state law available to corporate stockholders who object to extraordinary actions taken by their corporation. This remedy allows dissenting stockholders to require the corporation to repurchase their stock at a price equivalent to its value immediately prior to the extraordinary corporate action. No appraisal rights are available to Johnson & Johnson stockholders or Kenvue stockholders in connection with the Exchange Offer.

Certain acquisitions of Kenvue Common Stock under the Exchange Offer may require a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If a holder of J&J Common Stock decides to participate in the Exchange Offer and consequently acquires enough shares of Kenvue Common Stock to exceed the $111.4 million threshold provided for in the Hart-Scott-Rodino Act and associated regulations, and if an exemption under the Hart-Scott-Rodino Act or associated regulations does not apply, Johnson & Johnson and the holder will be required to make filings under the Hart-Scott-Rodino Act and the holder will be required to pay the applicable filing fee. A filing requirement could delay the exchange of shares with any stockholder or stockholders required to make such a filing until the waiting periods in the Hart-Scott-Rodino Act have expired or been terminated.

Apart from the registration of shares of Kenvue Common Stock offered in the Exchange Offer under applicable securities laws and Johnson & Johnson filing a Schedule TO with the SEC, Johnson & Johnson does not believe that any other material U.S. federal or state regulatory filings or approvals will be necessary to consummate the Exchange Offer.

The shares of J&J Common Stock acquired by Johnson & Johnson in the Exchange Offer will be recorded as an acquisition of treasury stock at a cost equal to the market value of the shares of J&J Common Stock accepted in the Exchange Offer at its expiration. Any difference between the net book value of Kenvue attributable to Johnson & Johnson and the market value of the shares of J&J Common Stock acquired at that date will be recognized by Johnson & Johnson as a gain on disposal of discontinued operations net of any direct and incremental expenses of the Exchange Offer on the disposal of its Kenvue Common Stock.

The aggregate market value of Johnson & Johnson’s investment in 1,716,160,000 shares of Kenvue Common Stock, based on the closing price of shares of Kenvue Common Stock on July 21, 2023 of $24.01 per share, was approximately $41.2 billion. Johnson & Johnson expects to recognize a gain upon consummation of the Exchange Offer. The amount of the gain will be dependent upon the final exchange ratio and the value of J&J Common Stock at the time the Exchange Offer is consummated. For example, if at the time Johnson & Johnson completes the Exchange Offer, (1) the Exchange Offer is fully subscribed, (2) the upper limit of 8.0549 shares of Kenvue Common Stock exchanged for each share of J&J Common Stock is in effect and (3) the market value of J&J Common Stock is $170.19 per share (the closing price on the NYSE on July 21, 2023), Johnson & Johnson would recognize a gain of approximately $9.9 billion in connection with the transaction, prior to estimated fees and expenses. A $1.00 increase in the per share market value of J&J Common Stock in this example would increase the gain recognized by Johnson & Johnson by approximately $190 million.

At the completion of the Exchange Offer Johnson & Johnson will no longer control Kenvue. As a result, upon the completion of the Exchange Offer, and assuming Johnson & Johnson no longer has a controlling financial interest in Kenvue, Kenvue’s historical results will be shown in Johnson & Johnson’s financial statements as discontinued operations, and, in subsequent periods, Johnson & Johnson’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Kenvue.

See “Material U.S. Federal Income Tax Consequences” for a discussion of the tax treatment of the Exchange Offer.

Johnson & Johnson is offering to exchange up to 1,533,830,450 shares of Kenvue Common Stock which are owned by Johnson & Johnson for outstanding shares of J&J Common Stock, at an exchange ratio to be calculated in the manner described below, on the terms and conditions and subject to the limitations described below and in the related letter of transmittal (including the instructions thereto), which are validly tendered by 12:00 midnight, New York City time, at the end of the day on August 18, 2023, unless the Exchange Offer is extended or terminated. The last day on which tenders will be accepted, whether on August 18, 2023 or any later date to which the Exchange Offer is extended, is referred to in this prospectus as the “expiration date.” You may tender all, some or none of your shares of J&J Common Stock.

The number of shares of J&J Common Stock that will be accepted if the Exchange Offer is completed will depend on the final exchange ratio and the number of shares of J&J Common Stock validly tendered and not validly withdrawn. The maximum number of shares of J&J Common Stock that will be accepted if the Exchange Offer is completed will be equal to the number of shares of Kenvue Common Stock offered by Johnson & Johnson in the Exchange Offer divided by the final exchange ratio (which will be subject to the upper limit). Johnson & Johnson is offering 1,533,830,450 shares of Kenvue Common Stock. Accordingly, the largest possible number of shares of J&J Common Stock that will be accepted equals 1,533,830,450 divided by the final exchange ratio. Pursuant to Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) under the Exchange Act, if the Exchange Offer is oversubscribed, Johnson & Johnson may decide to accept an additional number of shares of J&J Common Stock validly tendered in the Exchange Offer and not validly withdrawn not to exceed the De Minimis Increase Amount without extending the Exchange Offer period. This may result in Johnson & Johnson exchanging up to an additional 182,329,550 shares of Kenvue Common Stock, which amount constitutes Johnson & Johnson’s remaining interest in Kenvue, in excess of the 1,533,830,450 shares being offered in the Exchange Offer. Johnson & Johnson may increase the amount of J&J Common Stock being sought in the Exchange Offer by some or all of the De Minimis Increase Amount. Johnson & Johnson’s obligation to complete the Exchange Offer is subject to important conditions that are described in the section entitled “—Conditions to Completion of the Exchange Offer.”

For each share of J&J Common Stock that you tender in the Exchange Offer and do not validly withdraw, and that is accepted by Johnson & Johnson, you will receive a number of shares of Kenvue Common Stock at a discount of 7%, subject to an upper limit of 8.0549 shares of Kenvue Common Stock per share of J&J Common Stock. Stated another way, subject to the upper limit described below, for each $100 of J&J Common Stock accepted in the Exchange Offer, you will receive approximately $107.53 of shares of Kenvue Common Stock based on the Average J&J Price and the Average Kenvue Price, as determined by Johnson & Johnson.

The Average J&J Price will be equal to the simple arithmetic average of the daily VWAPs of shares of J&J Common Stock on the NYSE during the Averaging Period, as determined by Johnson & Johnson, and the Average Kenvue Price will be equal to the simple arithmetic average of the daily VWAPs of shares of Kenvue Common Stock on the NYSE during the Averaging Period, as determined by Johnson & Johnson, as more fully described below under “—Pricing Mechanism.”

The daily VWAP for shares of J&J Common Stock or Kenvue Common Stock, as the case may be, will be the volume-weighted average price per share of that stock on the NYSE during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported by Bloomberg L.P. as displayed under the heading Bloomberg VWAP on the Bloomberg pages “JNJ UN<Equity>AQR” with respect to J&J Common Stock and “KVUE UN<Equity>AQR” with respect to Kenvue Common Stock (or any other recognized quotation source selected by Johnson & Johnson in its sole discretion if such pages are not available or are manifestly erroneous). The daily VWAPs obtained from Bloomberg L.P. may be different from other sources or investors’ or other security holders’ own calculations. Johnson &

For purposes of the Exchange Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m., New York City time, through 12:00 midnight, New York City time.

The number of shares of Kenvue Common Stock that you can receive is subject to an upper limit of 8.0549 shares of Kenvue Common Stock for each share of J&J Common Stock accepted in the Exchange Offer. If the upper limit is in effect, you will receive less than $107.53 of Kenvue Common Stock for each $100 of J&J Common Stock that you tender based on the Average J&J Price and Average Kenvue Price, and you could receive much less. This upper limit represents a 12% discount for shares of Kenvue Common Stock based on the closing prices of shares of J&J Common Stock and Kenvue Common Stock on July 21, 2023 (the last trading day immediately preceding the date of the commencement of the Exchange Offer). Johnson & Johnson set this upper limit to ensure that there would not be an unduly high number of shares of Kenvue Common Stock being exchanged for each share of J&J Common Stock accepted in the Exchange Offer.

The terms of the Exchange Offer are designed to result in you receiving approximately $107.53 of Kenvue Common Stock for each $100 of J&J Common Stock validly tendered and accepted in the Exchange Offer based on the Average J&J Price and the Average Kenvue Price determined as described above and subject to the upper limit. Regardless of the final exchange ratio, the terms of the Exchange Offer would always result in you receiving approximately $107.53 of Kenvue Common Stock for each $100 of J&J Common Stock, based on the Average J&J Price and the Average Kenvue Price, so long as the upper limit described above is not in effect.

To illustrate, the number of shares of Kenvue Common Stock you will receive for shares of J&J Common Stock validly tendered and accepted in the Exchange Offer, and assuming no proration occurs, will be calculated as:

The following formula will be used to calculate the final exchange ratio:

The Average J&J Price for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAPs of shares of J&J Common Stock on the NYSE during the Averaging Period of three consecutive trading days (which, if the Exchange Offer is not extended or terminated, would be August 14, 15 and 16, 2023) ending on and including the second trading day preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023). The Average Kenvue Price for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAPs of shares of Kenvue Common Stock on the NYSE during the Averaging Period.

The final exchange ratio, the daily VWAPs used to calculate the final exchange ratio, the Average J&J Price and the Average Kenvue Price will each be rounded to four decimals.

To help illustrate the way these calculations work, below are two examples:

Prior to the Averaging Period, commencing on the third trading day of the Exchange Offer, the website will also provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of J&J Common Stock and Kenvue Common Stock on each day, calculated as though that day were the last day of the Averaging Period, by 4:30 p.m., New York City time. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of J&J Common Stock and Kenvue Common Stock for that day and the immediately preceding two trading days. The indicative exchange ratio will also reflect whether the upper limit would have been in effect had such day been the last day of the Averaging Period.

During the first two days of the Averaging Period, the website will provide indicative exchange ratios that will be calculated based on the Average J&J Price and Average Kenvue Price, as calculated by Johnson & Johnson based on data reported by Bloomberg L.P. (or any other recognized quotation source selected by Johnson & Johnson in its sole discretion if such source is not available or is manifestly erroneous). The website will not provide an indicative exchange ratio on the third day of the Averaging Period. The indicative exchange ratios will be calculated as follows: (1) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the daily VWAPs of J&J Common Stock and Kenvue Common Stock for that first day of the Averaging Period and (2) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of J&J Common Stock and Kenvue Common Stock for the first and second day of the Averaging Period. During the first two days of the Averaging Period, the indicative exchange ratios will be updated on the website each day by 4:30 p.m., New York City time. The final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of J&J Common Stock validly tendered is in effect, will be announced by press release and be available on the website by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023).

Prior to and during the Averaging Period, the data based on which the daily VWAP is determined will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAPs, as reported by Bloomberg L.P., may be different from other sources or investors’ or other security holders’ own calculations. Johnson & Johnson will determine the simple arithmetic average of the VWAPs of each, and such determination will be final.

If a market disruption event occurs with respect to shares of J&J Common Stock or Kenvue Common Stock on any day during the Averaging Period, the simple arithmetic average stock price of J&J Common Stock and Kenvue Common Stock will be determined using the daily VWAPs of shares of J&J Common Stock and Kenvue Common Stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, Johnson & Johnson decides to extend the Exchange Offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs as specified above, Johnson & Johnson may terminate the Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the Exchange Offer. See “—Conditions to Completion of the Exchange Offer.”

A “market disruption event” with respect to either J&J Common Stock or Kenvue Common Stock means a suspension, absence or material limitation of trading of such stock on the NYSE for more than two hours of trading or a breakdown or failure in the price and trade reporting systems of the NYSE as a result of which the reported trading prices for J&J Common Stock or Kenvue Common Stock, as the case may be, during any half-hour trading period during the principal trading session in the NYSE are materially inaccurate, as determined by Johnson & Johnson in its sole discretion, on the day with respect to which such determination is being made. For purposes of such determination: (1) a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the NYSE; and (2) limitations pursuant to NYSE Rule 80A (or any applicable rule or regulation enacted or promulgated by the NYSE, any other self-regulatory organization or the SEC of similar scope as determined by Johnson & Johnson or the exchange agent) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading.

Since the Exchange Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023) and the final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of J&J Common Stock validly tendered is in effect, will be announced by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer, you will be able to tender or withdraw your shares of J&J Common Stock after the final exchange ratio is determined until the Exchange Offer has expired. For more information on tendering and withdrawing your shares, see “—Procedures for Tendering” and “—Withdrawal Rights.”

For the purposes of illustration, the table below indicates the number of shares of Kenvue Common Stock that you would receive per one share of J&J Common Stock accepted in the Exchange Offer, calculated on the basis described under “—Pricing Mechanism” and taking into account the upper limit, assuming a range of simple arithmetic averages of the daily VWAPs of shares of J&J Common Stock and Kenvue Common Stock during the assumed Averaging Period. The first line of the table below shows the indicative Average J&J Price and the indicative Average Kenvue Price and indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on July 21, 2023, based on the daily VWAPs of shares of J&J Common Stock and Kenvue Common Stock on July 19, 20 and 21, 2023. The table also shows the effects of a 10% increase or decrease

If the trading price of J&J Common Stock were to increase during the last two trading days of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 17 and 18, 2023), the Average J&J Price would likely be lower than the closing price of J&J Common Stock on the expiration date of the Exchange Offer. As a result, you may receive fewer dollars of Kenvue Common Stock for each $100 of J&J Common Stock than you would otherwise receive if the Average J&J Price were calculated on the basis of the closing price of shares of J&J Common Stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer. Similarly, if the trading price of Kenvue Common Stock were to decrease during the last two days of the Exchange Offer, the Average Kenvue Price would likely be higher than the closing price of Kenvue Common Stock on the expiration date of the Exchange Offer. This could also result in you receiving fewer dollars of Kenvue Common Stock for each $100 of J&J Common Stock than you would otherwise receive if the Average Kenvue Price were calculated on the basis of the closing price of shares of Kenvue Common Stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the Exchange Offer.

The number of shares of J&J Common Stock accepted by Johnson & Johnson in the Exchange Offer may be subject to proration. Depending on the number of shares of J&J Common Stock validly tendered, and not validly withdrawn, and the final exchange ratio, determined as described above, Johnson & Johnson may have to limit the number of shares of J&J Common Stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described below under “—Proration; Odd-Lots.”

This prospectus and related documents are being sent to:

If, as of 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023), Johnson & Johnson stockholders have validly tendered more shares of J&J Common Stock than Johnson & Johnson is able to accept for exchange, Johnson & Johnson will accept for exchange the shares of J&J Common Stock validly tendered and not validly withdrawn by each tendering stockholder on a pro rata basis, based on the proportion that the total number of shares of J&J Common Stock to be accepted for exchange bears to the total number of shares of J&J Common Stock validly tendered and not validly withdrawn (rounded to the nearest whole number of shares of J&J Common Stock and subject to any adjustment necessary to ensure the exchange of all shares of Kenvue Common Stock offered by Johnson & Johnson in the Exchange Offer), except for tenders of odd-lots, as described below.

Except as otherwise provided in this section, beneficial holders of less than 100 shares of J&J Common Stock who validly tender all of their shares will not be subject to proration if the Exchange Offer is oversubscribed. Direct or beneficial holders of more than 100 shares of J&J Common Stock, and those who own less than 100 shares but do not tender all of their shares, will be subject to proration. In addition, shares held on behalf of participants in the Savings Plans, due to the fact that each Savings Plan holds more than 100 shares of J&J Common Stock, will be subject to proration.

Johnson & Johnson will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the trading day immediately following the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023). Upon determining the number of shares of J&J Common Stock validly tendered for exchange, Johnson & Johnson will announce the final results, including the final proration factor, if any.

Any shares of J&J Common Stock not accepted for exchange in the Exchange Offer as a result of proration will be returned to the tendering stockholder promptly after the final proration factor is determined in book-entry form to a direct registration account in the name of the registered holder maintained by Johnson & Johnson’s transfer agent.

Pursuant to Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) under the Exchange Act, if the Exchange Offer is oversubscribed, Johnson & Johnson may decide to accept an additional number of shares of J&J Common Stock validly tendered in the Exchange Offer and not validly withdrawn not to exceed the De Minimis Increase Amount without extending the Exchange Offer period. If Johnson & Johnson stockholders have validly tendered more shares of J&J Common Stock than Johnson & Johnson is able to accept for exchange, Johnson & Johnson will accept for exchange the shares of J&J Common Stock validly tendered and not validly withdrawn by each tendering stockholder on a pro rata basis, based on the proration factor as described above.

Fractional shares of Kenvue Common Stock will not be distributed in the Exchange Offer. The exchange agent, acting as agent for the Johnson & Johnson stockholders otherwise entitled to receive fractional shares of Kenvue Common Stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of the stockholders. Any proceeds that the exchange agent realizes from that sale will be distributed, less any brokerage commissions or other fees, to each stockholder entitled thereto in accordance with the stockholder’s proportional interest in the aggregate number of shares sold. The distribution of fractional share proceeds may take longer than the distribution of shares of Kenvue Common Stock. As a result, stockholders may not receive fractional share proceeds at the same time they receive shares of Kenvue Common Stock.

Holders who are tendering shares allocated to their accounts under the Savings Plans should note that their accounts do not hold fractional shares, given the unitized nature of the stock funds in such Savings Plans, and such holders should refer to the special instructions provided to them by or on behalf of their applicable plan administrator for more information.

Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of the extension or amendment), Johnson & Johnson will accept for exchange, and will exchange, for shares of Kenvue Common Stock owned by Johnson & Johnson, the shares of J&J Common Stock validly tendered, and not validly withdrawn, prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023), promptly after the expiration date of the Exchange Offer.

The exchange of shares of J&J Common Stock validly tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the exchange agent of:

For purposes of the Exchange Offer, Johnson & Johnson will be deemed to have accepted for exchange, and thereby exchanged, shares of J&J Common Stock validly tendered and not validly withdrawn if and when Johnson & Johnson notifies the exchange agent of its acceptance of the tenders of those shares of J&J Common Stock pursuant to the Exchange Offer.

If shares of J&J Common Stock are delivered and not accepted due to proration or a partial tender, (1) certificated shares of J&J Common Stock that were delivered will be returned in uncertificated book-entry form to be credited in book-entry form in a direct registration account in the name of the applicable holder maintained by Johnson & Johnson’s transfer agent, (2) Direct Registration Shares of J&J Common Stock that were delivered will

If you validly withdraw your shares of J&J Common Stock or the Exchange Offer is not completed, (1) certificated shares of J&J Common Stock that were delivered will be returned, (2) Direct Registration Shares of J&J Common Stock that were delivered will be credited back to the applicable account in book-entry form and (3) shares of J&J Common Stock held through DTC will be credited back through DTC in book-entry form.

The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the shares of J&J Common Stock which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto) and that Johnson & Johnson may enforce that agreement against the participant.

Whether you tender certificated shares of J&J Common Stock by delivery of certificates or uncertificated Direct Registration Shares, the exchange agent must receive the letter of transmittal and, if applicable, any certificates representing your shares of J&J Common Stock pursuant to the method or methods set forth in the letter of transmittal prior to the expiration of the Exchange Offer. Note that for Direct Registration Shares, you do not need to deliver any certificates representing those shares because certificates are not issued for such shares. In the case of a book-entry transfer of shares of J&J Common Stock through DTC, the exchange agent must receive the agent’s message and confirmation of a book-entry transfer into the exchange agent’s account at DTC prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023).

If the certificates representing shares of J&J Common Stock or Direct Registration Shares are registered in the name of a person other than the person who signs the letter of transmittal, the letter of transmittal or certificates, as applicable, must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates or as reflected on the letter of transmittal accompanying the tender of Direct Registration Shares without alteration, enlargement or any change whatsoever, with the signature(s) on the certificates or stock powers guaranteed by an eligible institution.

Registered stockholders (including any participant in DTC whose name appears on a security position listing of DTC as the owner of shares of J&J Common Stock) may transmit the notice of guaranteed delivery by email transmission or mail it to the exchange agent. If you hold shares of J&J Common Stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, such institution must submit any notice of guaranteed delivery on your behalf. You must, in all cases, obtain a Medallion guarantee, in the form set forth in the notice of guaranteed delivery.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares of J&J Common Stock for such person’s own account unless, at the time of tender, the person so tendering (1) has a net long position equal to or greater than the amount of (a) shares of J&J Common Stock tendered or (b) other securities immediately convertible into or exchangeable or exercisable for the shares of J&J Common Stock tendered and such person will acquire such shares for tender by conversion, exchange or exercise; and (2) will cause such shares to be delivered in accordance with the terms of this prospectus. Rule 14e-4 provides a similar restriction applicable to the tender of guarantee of a tender on behalf of another person.

The exchange of shares of J&J Common Stock validly tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the exchange agent of (a) (1) share certificates representing all validly tendered shares of J&J Common Stock (other than Direct Registration Shares), in proper form for transfer or (2) with respect to shares delivered by book-entry transfer through DTC, confirmation of a book-entry transfer of those shares of J&J Common Stock in the exchange agent’s account at DTC; (b) a letter of transmittal for shares of J&J Common Stock, properly completed and duly executed (including any signature guarantees that may be required), or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message; and (c) any other required documents.

That appointment is effective when and only to the extent that Johnson & Johnson deposits the shares of Kenvue Common Stock for the shares of J&J Common Stock that you have validly tendered with the exchange agent. All such proxies shall be considered coupled with an interest in the validly tendered shares of J&J Common Stock and therefore shall not be revocable. Upon the effectiveness of such appointment, all prior proxies that you have given will be revoked and you may not give any subsequent proxies (and, if given, they will not be deemed effective). Johnson & Johnson’s designees will, with respect to the shares of J&J Common Stock for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper. Johnson & Johnson reserves the right to require that, in order for shares of J&J Common Stock to be deemed validly tendered, immediately upon Johnson & Johnson’s acceptance for exchange of those shares of J&J Common Stock, Johnson & Johnson must be able to exercise full voting rights with respect to such shares.

If you tender fewer than all the shares of J&J Common Stock evidenced by any share certificate you deliver to the exchange agent, then you must check the box labeled “Partial Tender” and fill in the number of shares that you are tendering in the space provided on the first page of the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part. In those cases, promptly after the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023), the exchange agent will credit the remainder of the shares of J&J Common Stock that were evidenced by the certificate(s) but not tendered to a Direct Registration Share account in the name of the registered holder maintained by Johnson & Johnson’s transfer agent, unless otherwise provided in “Special Transfer Instructions” or “Special Delivery Instructions” enclosed with the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part. Unless you indicate otherwise in your letter of transmittal, all J&J Common Stock represented by share certificates you deliver to the exchange agent will be deemed to have been tendered. No share certificates are expected to be delivered to you, including in respect of any shares delivered to the exchange agent that were previously in certificated form.

Shares of J&J Common Stock held for the account of participants in the Savings Plans are eligible for participation in the Exchange Offer. A Savings Plan participant may direct that all, some or none of the shares of J&J Common Stock allocated to his or her Savings Plans account be exchanged, subject to the Savings Plan’s rules for participating in the Exchange Offer.

A Savings Plan’s rules may be different than those described in this prospectus. Holders who are tendering shares allocated to their Savings Plan accounts should refer to the special instructions provided to them by or on behalf of their applicable plan administrator for information that is specific to the Savings Plans. Savings Plan participants should consult the special instructions together with this prospectus in deciding whether or not to participate in the Exchange Offer with respect to their Savings Plan shares.

If your certificate(s) representing shares of J&J Common Stock have been mutilated, destroyed, lost or stolen and you wish to tender your shares, you will need to follow the procedures for replacement set forth under the section entitled “Lost or Destroyed Certificate(s)” included in the letter of transmittal and the instructions related thereto. You may be required to pay a fee and to post a surety bond for your lost shares of J&J Common Stock. Upon receipt of the completed applicable letter of transmittal with the required information and, if required, the surety bond payment and the service fee, your shares of J&J Common Stock will be included in the Exchange Offer, subject to acceptance by Johnson & Johnson.

Shares of J&J Common Stock validly tendered pursuant to the Exchange Offer may be withdrawn at any time before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023) and, unless Johnson & Johnson has previously accepted them pursuant to the Exchange Offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of the Exchange Offer. Once Johnson & Johnson accepts shares of J&J Common Stock pursuant to the Exchange Offer, your tender is irrevocable.

For a withdrawal of shares of J&J Common Stock to be effective, the exchange agent must receive from you a written notice of withdrawal or email transmission of notice of withdrawal, in the form of the notice of withdrawal provided by Johnson & Johnson, at one of its addresses or the email address, respectively, set forth on the back cover of this prospectus, and your notice must include your name and the number of shares of J&J Common Stock to be withdrawn, as well as the name of the registered holder, if it is different from that of the person who tendered those shares.

If certificates have been delivered or otherwise identified to the exchange agent, the name of the registered holder and the serial numbers of the particular certificates evidencing the shares of J&J Common Stock must also be furnished to the exchange agent, as stated above, prior to the physical release of the certificates.

If shares of J&J Common Stock have been tendered pursuant to the procedures for book-entry tender through DTC discussed in the section entitled “—Procedures for Tendering,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with the procedures of DTC.

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult that institution on the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer. If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered stockholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent.

Any shares of J&J Common Stock validly withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer.

However, you may re-tender withdrawn shares of J&J Common Stock by following one of the procedures discussed in the section entitled “—Procedures for Tendering” at any time prior to the expiration of the Exchange Offer (or pursuant to the instructions sent to you separately).

If you hold shares of J&J Common Stock through the Savings Plans, you will be provided with special instructions by or on behalf of your plan administrator on how to withdraw your shares and you must deliver any required information in a timely manner in order for the tabulator for the Savings Plans to withdraw your election to exchange from the final tabulation. The deadline will be specified in the special instructions provided to you (or, if the Exchange Offer is extended, any new plan participant withdrawal deadline established by the applicable plan administrator).

Subject to any extension of the Exchange Offer period, the final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of J&J Common Stock validly tendered is in effect, will be available by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023).

If you are a registered stockholder of J&J Common Stock (which will include persons holding certificated shares or Direct Registration Shares) and you wish to withdraw your shares after the final exchange ratio has been determined, then you must deliver a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023), in the form of the notice of withdrawal provided by Johnson & Johnson. Medallion guarantees will not be required for such withdrawal notices. If you hold J&J Common Stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, any notice of withdrawal must be delivered by that institution on your behalf. DTC is expected to remain open until 5:00 p.m., New York City time, and institutions may be able to process withdrawals through DTC until that time (although there is no assurance that will be the case). Once DTC has closed, if you beneficially own shares that were previously delivered through DTC, then in order to withdraw your shares, the institution through which your shares are held must deliver a written notice of withdrawal or email transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the Exchange Offer. Such notice of withdrawal must be in the form of DTC’s notice of withdrawal and must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures. Shares can be withdrawn only if the exchange agent receives a withdrawal notice directly from the relevant institution that tendered the shares through DTC. On the last day of the Exchange Offer, beneficial owners who cannot contact the institution through which they hold their shares will not be able to withdraw their shares.

Except for the withdrawal rights described above, any tender made under the Exchange Offer is irrevocable.

Physical certificates representing shares of Kenvue Common Stock will not be issued pursuant to the Exchange Offer. Rather than issuing physical certificates for such shares to tendering stockholders, the exchange agent will cause shares of Kenvue Common Stock to be credited in book-entry form to direct registered accounts maintained

If shares of Kenvue Common Stock are to be issued to a person other than the signer of the letter of transmittal, a check is to be issued in the name of, or shares of J&J Common Stock not tendered or not accepted for exchange in the Exchange Offer are to be issued or returned to, a person other than the signer of the letter of transmittal, or a check is to be mailed to a person other than the signer of the letter of transmittal or to an address other than that shown on the first page of the letter of transmittal, then the information in “Special Transfer Instructions” and “Special Delivery Instructions” enclosed with the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part will need to be completed. Johnson & Johnson has no obligation pursuant to such instructions to transfer any such shares from the name of the registered holder(s) thereof if Johnson & Johnson does not accept any such shares for exchange. If no such instructions are given, all such shares not accepted for exchange in the Exchange Offer will be credited in book-entry form to the registered holders in a direct registered account maintained by Johnson & Johnson’s transfer agent.

With respect to any shares tendered through DTC, a stockholder may request that shares not exchanged be credited to a different account maintained at DTC by providing the appropriate instructions pursuant to DTC’s applicable procedures. If no such instructions are given, all such shares of J&J Common Stock not accepted will be returned by crediting the same account at DTC as the account from which such shares of J&J Common Stock were delivered.

Johnson & Johnson expressly reserves the right, in its sole discretion, at any time and for any reason, to extend the period of time during which the Exchange Offer is open and thereby delay acceptance for exchange of, and the exchange for, any shares of J&J Common Stock validly tendered and not validly withdrawn in the Exchange Offer. For example, the Exchange Offer can be extended if any of the conditions to completion of the Exchange Offer described in the next section entitled “—Conditions to Completion of the Exchange Offer” are not satisfied or, where legally permitted, waived prior to the expiration of the Exchange Offer.

Johnson & Johnson expressly reserves the right, in its sole discretion, at any time and for any reason, to amend the terms of the Exchange Offer in any respect prior to the expiration date of the Exchange Offer (which, if the Exchange Offer is not extended or terminated, would be August 18, 2023).

If Johnson & Johnson materially changes the terms of or information concerning the Exchange Offer, it will extend the Exchange Offer if required by applicable law. Generally speaking, an offer must remain open under SEC rules for a minimum of five business days from the date that notice of the material change is first given. The length of time will depend on the particular facts and circumstances giving rise to the extension.

As required by applicable law, the Exchange Offer will be extended so that it remains open for a minimum of ten business days following the applicable announcement if:

If Johnson & Johnson extends the Exchange Offer, is delayed in accepting for exchange any shares of J&J Common Stock or is unable to accept for exchange any shares of J&J Common Stock under the Exchange Offer for any reason, then, without affecting Johnson & Johnson’s rights under the Exchange Offer, the exchange agent may

Johnson & Johnson’s reservation of the right to delay acceptance of any shares of J&J Common Stock is subject to applicable law, which requires that Johnson & Johnson pay the consideration offered or return the shares of J&J Common Stock deposited promptly after the termination or withdrawal of the Exchange Offer.

Johnson & Johnson will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following any extension, amendment, non-acceptance or termination of the previously scheduled expiration date of the Exchange Offer.

Subject to applicable law (including Rules 13e-4(d), 13e-4(e)(3) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the Exchange Offer be promptly disclosed to stockholders in a manner reasonably designed to inform them of the change) and without limiting the manner in which Johnson & Johnson may choose to make any public announcement, Johnson & Johnson assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to PR Newswire.

Johnson & Johnson will not be required to complete the Exchange Offer and may terminate the Exchange Offer unless at least 460,149,135 shares of Kenvue Common Stock would be distributed in exchange for outstanding shares of J&J Common Stock that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer. This number of shares of Kenvue Common Stock represented 30% of Kenvue Common Stock being offered in the Exchange Offer.

In addition, Johnson & Johnson will not be required to accept shares for exchange and may terminate the Exchange Offer if:

If any of the above events occurs and exists at the scheduled expiration date, Johnson & Johnson may:

These conditions are for the sole benefit of Johnson & Johnson. Except as described in the immediately preceding bullet point, Johnson & Johnson may waive any condition in whole or in part at any time in its sole discretion, subject to applicable law. Johnson & Johnson’s failure to exercise its rights under any of the above

If a stop order issued by the SEC is in effect with respect to the registration statement of which this prospectus forms a part, Johnson & Johnson will not accept any shares of J&J Common Stock tendered and will not exchange shares of Kenvue Common Stock for any shares of J&J Common Stock.

Johnson & Johnson has retained Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC to act as dealer managers, Georgeson LLC to act as the information agent and Computershare Trust Company, N.A. to act as the exchange agent in connection with the Exchange Offer.

The dealer managers will receive an advisory fee for their respective services, and the the information agent and the exchange agent each will receive reasonable compensation for their respective services. In addition, each will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against specified liabilities in connection with their services, including liabilities under the federal securities laws.

The dealer managers and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Each of the dealer managers and their respective affiliates have in the past provided investment banking services to Johnson & Johnson and Kenvue and their respective affiliates, for which they have received customary compensation. In addition, each of the dealer managers is providing advisory services to Johnson & Johnson and Kenvue in connection with the Separation. In the ordinary course of business, each of the dealer managers is engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. In the ordinary course of their respective trading and brokerage activities, each of the dealer managers and certain of their respective affiliates may from time to time hold positions of J&J Common Stock and Kenvue Common Stock in their respective proprietary accounts or those of their respective customers, and to the extent they hold shares of J&J Common Stock in these accounts at the time of the Exchange Offer, each of the dealer managers and/or certain of their respective affiliates may tender these shares. Recently, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as joint lead book-running managers in the Kenvue IPO and joint book-running managers in Kenvue’s Notes Offering (as defined below). In addition, each of the dealer managers or their affiliates currently serve as lenders under Johnson & Johnson’s and Kenvue’s existing credit facilities. Additionally, JPMorgan Chase Bank, N.A., which is an affiliate of J.P. Morgan Securities LLC, serves as administrative agent under Kenvue’s Revolving Credit Facility.

Although Johnson & Johnson may deliver this prospectus to stockholders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of J&J Common Stock in any jurisdiction in which such offer, sale or exchange is not permitted. This prospectus has not been reviewed or approved by any stock exchange on which shares of J&J Common Stock are listed.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. Johnson & Johnson has not taken any action under those non-U.S. regulations to qualify the Exchange Offer outside the United States but may take steps to facilitate participation of stockholders from certain jurisdictions. Therefore, the ability of any non-U.S. person to tender J&J Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the Exchange Offer without the need for Johnson & Johnson or Kenvue to take any action to qualify or otherwise facilitate the Exchange Offer in that country or otherwise. For

All tendering stockholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. stockholders, as to the availability of an exemption under their home country laws that would allow them to participate in the Exchange Offer without the need for Johnson & Johnson or Kenvue to take any action to facilitate a public offering in that country or otherwise. Johnson & Johnson will rely on those representations and, unless the Exchange Offer is terminated, plans to accept shares validly tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. stockholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in J&J Common Stock or Kenvue Common Stock that may apply in their home countries. Johnson & Johnson and Kenvue and the dealer managers cannot provide any assurance about whether such limitations exist.

Johnson & Johnson has informed Kenvue that, following the completion of the Exchange Offer, in the event that more than the Minimum Amount of shares are validly tendered but not enough shares of J&J Common Stock are validly tendered to allow Johnson & Johnson to exchange all of the shares of Kenvue Common Stock it is offering in this Exchange Offer, the shares of Kenvue Common Stock that were offered but not exchanged in the Exchange Offer will be distributed through the clean-up spin-off. The record date for the clean-up spin-off, if any, will be announced by Johnson & Johnson and is expected to be seven business days following the expiration date of the Exchange Offer. As a result, any remaining shares of Kenvue Common Stock offered by Johnson & Johnson that are not exchanged in the Exchange Offer will be distributed on a pro rata basis to Johnson & Johnson stockholders whose shares of J&J Common Stock remain outstanding following the consummation of the Exchange Offer and are holders of record as of the applicable record date. Because the record date for the clean-up spin-off, if any, will occur following the completion of the Exchange Offer, holders of shares of J&J Common Stock validly tendered and accepted and exchanged in the Exchange Offer will not participate in the clean-up spin-off (unless they otherwise own shares of J&J Common Stock that were not tendered and accepted for exchange in the Exchange Offer as of the relevant record date).

Johnson & Johnson has also informed Kenvue that, following the completion of the Exchange Offer and the clean-up spin-off, if any, in the event that Johnson & Johnson continues to hold an interest in Kenvue, Johnson & Johnson may make a tax-free distribution to its shareholders of all or a portion of its remaining equity interest in Kenvue, which may include a pro rata spin-off, one or more distributions in exchange for Johnson & Johnson shares or other securities, or any combination thereof, or may otherwise dispose of all or a portion of its remaining shares of Kenvue Common Stock.

In such event, Johnson & Johnson and Kenvue, as applicable, will file any documents required by U.S. securities laws in connection with such clean-up spin-off, pro rata spin-off or exchange offer and will not rely on this prospectus or the registration statement of which it forms a part in connection with such distribution.

Pursuant to the Exchange Offer, Johnson & Johnson is offering to exchange up to an aggregate of 1,533,830,450 shares of Kenvue Common Stock for outstanding shares of J&J Common Stock that are validly tendered and not validly withdrawn. For each $100 of J&J Common Stock accepted in the Exchange Offer, stockholders will receive approximately $107.53 of Kenvue Common Stock, subject to an upper limit of 8.0549 shares of Kenvue Common Stock per share of J&J Common Stock accepted in the Exchange Offer. The Exchange Offer does not provide for a lower limit or minimum exchange ratio. Upon completion of the Exchange Offer, and assuming Johnson & Johnson no longer has a controlling financial interest in Kenvue, Kenvue’s historical results will be shown in Johnson & Johnson’s financial statements as discontinued operations, and, in subsequent periods, Johnson & Johnson’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Kenvue.

The following unaudited pro forma condensed consolidated balance sheet of Johnson & Johnson as of July 2, 2023 is presented as if the Exchange Offer, as described in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred at July 2, 2023, Johnson & Johnson’s latest balance sheet date, assuming the Exchange Offer is completed and fully subscribed. The unaudited pro forma condensed consolidated statements of earnings for the fiscal six months ended July 2, 2023 and the fiscal year ended January 1, 2023, are presented as if such events had occurred on January 3, 2022, which was the first day of the 2022 fiscal year. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of Johnson & Johnson and Kenvue for each period presented, and the pro forma adjustments are based on available information and assumptions that Johnson & Johnson management believes are reasonable and supportable.

These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had the Exchange Offer been completed as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with the following:

Represents the operations, assets, liabilities and equity of Kenvue derived from the historical condensed consolidated and combined financial statements of Kenvue prepared on a “carve-out” basis of accounting for the period prior to the Separation. Refer to Kenvue’s condensed consolidated and combined financial statements, included elsewhere in this prospectus. Certain amounts included in Kenvue’s condensed consolidated and combined financial statements have been reclassified between line items to conform to Johnson & Johnson’s presentation.

Prior to the completion of the Kenvue IPO on May 8, 2023, Kenvue was wholly owned by Johnson & Johnson and primarily represented the Consumer Health Business. Following the Kenvue IPO, Johnson & Johnson beneficially owns 1,716,160,000 shares of Kenvue Common Stock in the aggregate, representing approximately 89.6% of the outstanding shares of Kenvue Common Stock. In connection with the Exchange Offer, Johnson & Johnson intends to dispose of part of its remaining interest in Kenvue Common Stock, consisting of 1,533,830,450 shares of Kenvue Common Stock, in a tax-efficient manner.

Following the completion of the Exchange Offer, and assuming Johnson & Johnson no longer has a controlling financial interest in Kenvue, Kenvue’s historical results will be shown in Johnson & Johnson’s financial statements as discontinued operations, and, in subsequent periods, Johnson & Johnson’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Kenvue. The deconsolidation adjustments reflect the reversal of the historical assets and liabilities and results of operations of Kenvue that will no

These unaudited pro forma condensed consolidated financial statements assume an exchange ratio of 7.3126 shares of Kenvue Common Stock for each share of J&J Common Stock tendered, which represents the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on July 21, 2023, based on the VWAPs of J&J Common Stock and Kenvue Common Stock on July 19, 20 and 21, 2023. Such indicative exchange ratio is calculated as the Average J&J Price of $165.4244 per share, divided by 93% of the Average Kenvue Price of $24.3244 per share, reflecting a discount of 7%. The Average J&J Price will be equal to the simple arithmetic average of the daily VWAPs of shares of J&J Common Stock on the NYSE during the Averaging Period, as determined by Johnson & Johnson, and the Average Kenvue Price will be equal to the simple arithmetic average of the daily VWAPs of shares of Kenvue Common Stock on the NYSE during the Averaging Period, as determined by Johnson & Johnson.

These unaudited pro forma condensed consolidated financial statements assume the Exchange Offer is fully subscribed, with 209,751,723 shares of J&J Common Stock being exchanged for 1,533,830,450 shares of Kenvue Common Stock that are owned and offered by Johnson & Johnson in the Exchange Offer.

The final exchange ratio will be determined based on the Average J&J Price and the Average Kenvue Price on the NYSE during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be August 18, 2023), subject to an upper limit of 8.0549 shares of Kenvue Common Stock for each share of J&J Common Stock tendered. The actual number of shares of J&J Common Stock that will be accepted if the Exchange Offer is completed will depend on the final exchange ratio and the number of shares of J&J Common Stock validly tendered and not validly withdrawn and the actual amount may differ materially from the pro forma total shares of J&J Common Stock accepted set forth above. For example, assuming the upper limit is in effect at the expiration of the Exchange Offer and the Exchange Offer is fully subscribed, Johnson & Johnson would acquire 190,422,035 shares of J&J Common Stock.

The shares of J&J Common Stock acquired by Johnson & Johnson in the Exchange Offer will be recorded as an acquisition of treasury stock at a cost equal to the market value of the shares of J&J Common Stock accepted in the Exchange Offer at its expiration. Any difference between the net book value of Kenvue attributable to Johnson & Johnson and the market value of the shares of J&J Common Stock acquired at that date will be recognized by Johnson & Johnson as a gain on disposal of discontinued operations, net of any direct and incremental expenses of the Exchange Offer on the disposal of its Kenvue Common Stock. Any shares of Kenvue Common Stock retained by Johnson & Johnson following the Exchange Offer (and, if necessary, following the clean-up spin-off), will be recorded at the market value of the Kenvue Common Stock as of the expiration of the Exchange Offer.

The 209,751,723 shares of J&J Common Stock assumed for the purposes of these pro formas to be acquired in the Exchange Offer have been reflected as treasury stock on the unaudited pro forma condensed consolidated

This one-time gain includes a gain of $3,258 million on the Kenvue Common Stock retained by Johnson & Johnson. The pro forma net gain, which would be reflected in discontinued operations in Johnson & Johnson’s consolidated statement of earnings, has not been reflected in the unaudited pro forma condensed consolidated statements of earnings. The amount of the actual gain will be determined as of the expiration of the Exchange Offer and may differ materially from the pro forma net gain set forth above based on several factors, including the final exchange ratio, the value of Johnson & Johnson’s and Kenvue’s common stock and Johnson & Johnson’s carrying value of Kenvue at the time the Exchange Offer is consummated.

For example, assuming the upper limit is in effect at the expiration of the Exchange Offer (each share of J&J Common Stock will be exchanged for 8.0549 shares of Kenvue Common Stock), the Exchange Offer is fully subscribed, the market value of J&J Common Stock is $170.19 per share, and there is no change to any other assumptions presented in the gain calculation above, the fair value of J&J Common Stock tendered would be $32,408 million and the pro forma net gain on the Exchange Offer of Kenvue Common Stock would be approximately $21,345 million.

Primarily reflects the removal of approximately $506 million and $1.0 billion of nonrecurring separation-related costs which were incurred and are included in Johnson & Johnson’s historical results of operations for the fiscal six months ended July 2, 2023, and the fiscal year ended January 1, 2023, respectively. These costs were primarily related to external advisory, legal, accounting, contractor and other incremental costs directly related to separation activities that are expected to be reflected in discontinued operations in Johnson & Johnson's consolidated statement of earnings following the completion of the Exchange Offer.

The following unaudited pro forma condensed consolidated statement of operations give effect to the Separation and related adjustments in accordance with Article 11 of the SEC’s Regulation S-X, as amended, and should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kenvue” and Kenvue’s audited combined annual and unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated statement of operations have been prepared to include transaction accounting and autonomous entity adjustments to reflect the results of operations as if Kenvue was a separate standalone entity. In addition, management’s adjustments, presented in the accompanying notes to the unaudited pro forma condensed consolidated statement of operations, provide supplemental information to understand the synergies and dis-synergies that are expected to result from the Separation, primarily comprising incremental costs that Kenvue expects to incur as a standalone company.

Transaction accounting adjustments include the following:

Autonomous entity adjustments include the following:

The unaudited pro forma condensed consolidated statement of operations is based upon available information and assumptions that Kenvue believes are reasonable and supportable. The unaudited pro forma condensed consolidated statement of operations is for illustrative and informational purposes only. The unaudited pro forma condensed consolidated statement of operations may not necessarily reflect what Kenvue’s financial condition, results of operations or cash flows would have been had Kenvue been a standalone company during the periods presented, or what Kenvue’s financial condition, results of operations and cash flows may be in the future. In addition, the unaudited pro forma condensed consolidated statement of operations has been derived from Kenvue’s historical condensed consolidated statement of operations, which have been prepared from Johnson & Johnson’s historical accounting records through April 1, 2023. All of the allocations and estimates in Kenvue’s historical condensed consolidated statement of operations are based on assumptions that management believes are reasonable. Effective April 4, 2023, Kenvue’s financial statements are presented on a consolidated basis, as J&J completed the Consumer Health Business Transfer on such date. The historical condensed consolidated statement of operations

The unaudited pro forma condensed consolidated statement of operations reported below should be read in conjunction with the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kenvue” and Kenvue’s historical audited combined financial statements and unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Kenvue expects to incur incremental costs as a standalone public company related to certain expenses previously allocated from Johnson & Johnson. Kenvue’s historical condensed consolidated and combined statement of operations include allocations for certain costs of support functions that are provided on a centralized or geographic basis by Johnson & Johnson and its affiliates, which include facilities, insurance, logistics, quality, compliance, finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance, other professional services and general commercial support functions. Kenvue will also incur new costs relating to Kenvue’s public reporting and compliance obligations as a standalone public company.

These incremental costs are based on Kenvue’s expected organization structure and expected cost structure as a standalone company, adjusted for the allocated costs recorded within Kenvue’s historical condensed consolidated and combined statement of operations, which vary by year. In order to determine synergies and dis-synergies,

Any shortfall of required resource needs will be filled through external hiring or will be supported by Johnson & Johnson through a new transition services agreement. From a timeframe standpoint, these incremental costs have begun to materialize from the Kenvue IPO. Management believes the resource transfers and costs which were used as the basis for the management adjustments below are reasonable and representative of the baseline to stand up Kenvue as a standalone company. Both the resource and vendor cost baseline would be impacted by additional costs and investments that Kenvue may incur as Kenvue pursues Kenvue’s growth strategies. In addition, other adverse effects and limitations, including those discussed in the section of this prospectus entitled “Risk Factors,” may impact actual costs incurred.

Primarily as a result of the above items, the management adjustments presented below, which are incremental to the autonomous entity pro forma adjustments, show additional incremental expenses compared to the allocated expenses from Johnson & Johnson included in Kenvue’s historical condensed consolidated and combined statement of operations, related to dis-synergies resulting from the contemplated organizational structure. Management believes the presentation of these adjustments is necessary to enhance an understanding of the pro forma effects of the transaction. The pro forma financial information below reflects all adjustments that are, in the opinion of management, necessary to provide a fair statement of the pro forma financial information, aligned with the assessment described above. If Kenvue decides to increase or reduce resources or invest more heavily in certain areas in the future, that will be part of Kenvue’s future decisions and has not been included in the Management adjustments below. The tax effect has been determined by applying the applicable statutory tax rates to the aforementioned adjustments for the periods presented. These management adjustments include forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”

Kenvue is a global leader at the intersection of healthcare and consumer goods, with a portfolio of iconic brands, operating in some of the most attractive categories in consumer health from both a growth and profitability perspective. Kenvue’s consumer health portfolio includes self care, skin care and beauty and essential personal care products, which reflect categories that Kenvue believes allow consumers across the world to realize the extraordinary power of everyday care.

Kenvue’s portfolio of brands is widely recognized and represents a combination of global and regional brands, many of which hold leading positions in their respective categories. Ten of Kenvue’s brands had approximately $400 million or more in net sales in 2022, and Kenvue currently holds seven #1 brand positions across major categories globally, in addition to many #1 brand positions locally across its four regions. Kenvue’s global footprint is also well balanced geographically with approximately half of Kenvue’s net sales generated outside North America in 2022. The breadth and scale of Kenvue’s portfolio allows Kenvue to dynamically capitalize on and respond to current trends impacting its categories and geographic markets. Kenvue’s breadth and scale also provide Kenvue with a strong platform to broaden and enhance Kenvue’s portfolio in the future.

Kenvue’s global scale and brand portfolio are complemented by its well-developed capabilities and accelerated through its digital-first approach, allowing Kenvue to deliver better consumer health experiences. Kenvue’s marketing organization leverages Kenvue’s e-commerce, precision marketing and broader digital capabilities to develop unique consumer insights and further enhance the relevance of Kenvue’s brands. Kenvue’s R&D organization leverages these consumer insights and places human empathy at the heart of Kenvue’s product development process. Kenvue combines that perspective with deep, multi-disciplinary scientific expertise, and engagement with healthcare professionals, to drive innovative new products, solutions and experiences.

Kenvue’s marketing and innovation capabilities are further complemented by its end-to-end, digitally connected supply chain ecosystem which is designed to optimize the flexibility and agility of its route-to-market. Kenvue’s sourcing, manufacturing and demand planning capabilities are continuously optimized to meet evolving market

Kenvue operates its business through the following three reportable business segments:

In November 2021, Johnson & Johnson announced its intention to separate the Consumer Health Business into a new, publicly traded company. Kenvue was incorporated in Delaware on February 23, 2022 in connection with the Separation and was formed to ultimately hold, directly or indirectly, and conducted certain operational activities in anticipation of the planned separation of, the Consumer Health Business. Prior to the Kenvue IPO, Kenvue was wholly owned by Johnson & Johnson and primarily represented the Consumer Health Business. Kenvue also included certain other product lines previously reported in another segment of Johnson & Johnson. On April 4, 2023, in connection with the Separation, Johnson & Johnson completed in all material respects the Consumer Health Business Transfer.

The registration statement related to the Kenvue IPO was declared effective on May 3, 2023, and Kenvue Common Stock began trading on the NYSE under the ticker symbol “KVUE” on May 4, 2023.

On May 8, 2023, the Kenvue IPO was completed through the sale of 198,734,444 shares of common stock, par value $0.01 per share, including the underwriters’ full exercise of their option to purchase 25,921,884 shares to cover over-allotments, at an initial public offering price of $22 per share for net proceeds of $4.2 billion after deducting underwriting discounts and commissions of $131 million. On May 8, 2023, in conjunction with the Consumer Health Business Transfer, Kenvue distributed $13.8 billion to Johnson & Johnson from (1) the net proceeds received from the sale of Kenvue Common Stock in the Kenvue IPO, (2) the net proceeds received from the Debt Financing Transactions and (3) any cash and cash equivalents in excess of the $1.17 billion in cash and cash equivalents retained by Kenvue immediately following the Kenvue IPO. As of the closing of the Kenvue IPO, Johnson & Johnson owned 1,716,160,000 shares of Kenvue Common Stock, or approximately 89.6% of the total outstanding shares of Kenvue Common Stock and, as such, will continue to consolidate the financial results of Kenvue until the Separation is complete.

Kenvue is incurring certain costs in connection with its establishment as a standalone public company (the “Separation-related costs”). Kenvue expects the non-recurring Separation-related costs will continue through at least fiscal year 2024. For additional information about the Separation, see “The Transaction—Background of the

In connection with the Separation, Kenvue entered into the Separation Agreement and various other agreements with Johnson & Johnson for the purpose of effecting the Separation. These agreements provide a framework for Kenvue’s relationship with Johnson & Johnson and govern various interim and ongoing relationships between Kenvue and Johnson & Johnson that follow the completion of the Kenvue IPO. These agreements with Johnson & Johnson are described in the section entitled “Agreements between Johnson & Johnson and Kenvue and Other Related Person Transactions.”

Kenvue believes that its performance and future success depend on a number of factors that present significant opportunities for Kenvue but also pose risks and challenges, including those discussed below and in the section entitled “Risk Factors.”

Kenvue has a world class, global portfolio of iconic and modern brands that has been built over the last 135 years and is trusted by generations of consumers. Kenvue’s business is balanced and resilient with leading brands across categories and geographic markets. Kenvue’s brands are widely recognized and represent a combination of global powerhouses and regional brands, many of which hold leading positions in their respective categories. Kenvue’s brands are built for moments that uniquely matter; these moments of care create an emotional connection to Kenvue’s products that creates deep bonds between consumers and Kenvue’s brands.

Kenvue’s ability to compete successfully depends on the strength of these brands. The vast majority of Kenvue’s Net sales are derived from products bearing proprietary trademarks and trade names, and these trademarks and trade names convey that the products Kenvue sells are “brand name” products. Developing and maintaining the reputation of Kenvue’s brands is a critical component of its relationship with consumers, customers, manufacturers, suppliers, distributors, and other third-party partners, including healthcare professionals, influencers and other individuals with whom Kenvue has relationships. Kenvue recognizes that its reputation and its brands could be damaged by negative publicity, whether or not valid, related to Kenvue, its brands, its products, its supply chain, its ingredients, its packaging, its environmental, social, and governance practices, its employees, or any other aspect of its business.

Consumers, customers, and third-party partners value and trust the reputation, reliability, and status of Kenvue’s brands and the quality, performance, and functionality of Kenvue’s products, and Kenvue believes there are significant opportunities to further increase its category and brand penetration by continuing to deepen its brand relevance and salience across its portfolio, continually earning a place for its products in consumers’ hearts and homes.

Everyday care has never been a more essential part of the consumer health journey. Globally, people’s preferences and expectations for consumer health products continue to evolve, with a heightened focus on preventative care and science-backed solutions. While the focus on consumer health was already on the rise before the COVID-19 pandemic, this focus has further accelerated since the start of the pandemic. Consumers are also shifting the paradigm of beauty towards health. Other recent trends that have affected consumer preferences include an aging population, premiumization (where consumers switch their purchases to premium alternatives), a growing middle class in emerging markets and the rise of digital ecosystems that create new opportunities for personalized health solutions. Kenvue expects these trends to continue and that consumers will continue to seek solutions that meet their health goals, creating growth opportunities across its product portfolio.

Consumer preferences and purchasing patterns are difficult to predict and may fluctuate rapidly. Kenvue’s success is dependent on its ability to anticipate, understand, and respond appropriately to market trends and changing consumer preferences more quickly than its competitors. Accordingly, Kenvue increasingly leverages its digital capabilities and data analytics to gain new commercial insights and develop targeted marketing and advertising initiatives to reach consumers. Moreover, market trends and consumer preferences and purchasing patterns may vary by geographic region, and Kenvue seeks to complement its portfolio of iconic global brands with strong regional brands that are uniquely tailored to local preferences and trends.

Kenvue relies on science. Kenvue has always prioritized science as the core of how it provides care, and Kenvue remains committed to this approach. Kenvue’s ability to quickly develop new products and technologies and to adapt and market its products on an ongoing basis to meet evolving consumer preferences is an essential component of its business strategy. Several of Kenvue’s products have a long history of life-enhancing, first-to-market innovations. In many situations, Kenvue has driven the innovation and clinical compendium of entire categories. By leveraging world-class research and development capabilities and a team of research and development professionals, Kenvue has a multi-disciplinary and differentiated approach to innovation.

Kenvue has a successful track record of driving innovation across its categories with a science-based approach centered around human empathy and leveraging its long-standing relationships with healthcare professionals and academic institutions. Nonetheless, developing new products and technologies is a complex, time-consuming and costly process, and a new product may not achieve a successful launch or may not generate sufficient consumer interest and sales to become a profitable product. In order to remain competitive within the product markets Kenvue currently services, enter new product markets, and expand into adjacent categories, channels of distribution or geographies, Kenvue must continue to invest in innovation and develop, promote, and bring to market new high-quality products.

Kenvue’s digital-first mindset cuts across all Kenvue does. Over the last several years, Kenvue’s digital acceleration has transformed its ability to deliver better consumer health experiences. Today, Kenvue applies a digital-first mindset to all aspects of its operations, including research and development, supply chain, go-to-market, and marketing, by prioritizing digital investments, and Kenvue intends to continue to accelerate its implementation of this strategy in the future. Effective implementation of Kenvue’s digital-first approach, including effective integration of its digital and physical channels, is integral to the continued growth of its business but involves significant operational changes. Kenvue has gradually increased its investment focus into enhancing its digital capabilities, including data science, data analytics, artificial intelligence, machine learning, and natural language processing.

Kenvue’s pursuit of this strategy has led Kenvue in recent years to promote new services, including e-commerce and direct-to-consumer (“DTC”) services, and introduce innovative new products and connected health offerings beyond the traditional services and products Kenvue has historically provided to its consumers and customers. Kenvue’s investments in its digital capabilities are improving data quality and access, fostering innovation, driving e-commerce success, and enabling Kenvue to manage its supply chain more effectively while enhancing its marketing and commercial capabilities. However, expanding Kenvue’s service and product offerings through digital initiatives will also create additional risks and uncertainties associated with conducting business digitally, including the speed with which technology changes, technical failures, information security or cybersecurity incidents, consumer privacy and data protection concerns, ethical concerns, changes in state tax regimes, and government regulation of internet activities.

Kenvue has a global footprint through which it sold and distributed its broad product portfolio in more than 165 countries across its four regions in 2022. In recent years, Kenvue has grown, and it intends to continue to grow, its business by expanding its global operations. Given Kenvue’s global scale, including in the United States and China, it is well positioned to work with its retail partners to meet increasing consumer health demands and develop new

Kenvue expects competition to intensify in the geographic markets where it plans to expand its operations. Local companies based in markets outside the United States may have substantial competitive advantages because of their greater understanding of, and focus on, those local markets. Meanwhile, some of Kenvue’s multinational competitors may develop and grow in certain geographic markets more quickly than Kenvue will. Kenvue’s ability to successfully expand its business globally will depend on a number of factors, including its marketing efforts and consumer acceptance of its products.

Kenvue faces substantial competition in each of its business segments and product lines and across all geographic markets in which it operates. Kenvue competes with companies of all sizes on the basis of cost-effectiveness, product performance, real or perceived product advantages, intellectual property rights, advertising, and promotional activities, brand recognition and loyalty, consumer convenience, pricing, and geographic reach. Kenvue’s competitors include multinational corporations, smaller companies that often operate on a regional basis, retailers’ private-label brands, and generic non-branded products. Many of these competitors have benefited from the substantial growth in e-commerce and focus extensively on DTC or other non-traditional, digital business models. Competitive factors impacting Kenvue’s business also include market dynamics and evolving consumer preferences, brand image, a broad product portfolio, new product innovations and product development, pricing that is attractive to consumers, cost inputs, and the ability to attract and retain talented employees. Kenvue expects that the continued attractiveness of the categories and geographic markets in which it operates will encourage the entry of new competitors of all sizes, which could increase these and other competitive pressures in the future.

Kenvue’s ability to meet the needs of its consumers and customers depends on the proper functioning of its manufacturing and supplier operations. Kenvue’s manufacturing operations require the timely delivery of sufficient amounts of complex, high-quality components and materials. Kenvue has built its supply chain network to deploy resources across the globe where they are most needed. Kenvue’s extensive distribution network and sales organization enable it to establish strategic partnerships with key suppliers and retailers across multiple markets and channels, where Kenvue further leverages its scale to drive flexible manufacturing capacity and supply chain optimization. Kenvue believes this approach builds and supports its resilience across economic cycles and allows it to prioritize or expand its geographic focus based on its strategic priorities. Nonetheless, Kenvue has in the past faced, and may in the future face, unanticipated interruptions and delays in manufacturing through its internal and external supply chain. For example, since 2021 Kenvue has experienced, and Kenvue continues to experience, higher than expected inflation, including escalating transportation, commodity and other supply-chain costs and disruptions that have adversely affected, and continue to adversely affect, its results of operations. Manufacturing or supplier disruptions could result in product shortages, declining sales, reputational damage or significant costs.

Since 2019, Kenvue has taken significant steps to meet consumer demand and mitigate supply chain constraints. Kenvue has redesigned its manufacturing and distribution network, optimizing both in-house and external

Macroeconomic factors affect consumer spending patterns and thereby Kenvue’s results of operations. These factors include general economic conditions, inflation, consumer confidence, employment rates, business conditions, the availability of credit, interest rates, tax rates, and fuel and energy costs. Factors that impact consumer discretionary spending, which remains volatile globally, continue to create a complex and challenging retail environment for Kenvue and its third-party partners. Kenvue intends to continue to evaluate and adjust its operating strategies and cost management opportunities to help mitigate any impacts on its results of operations resulting from broader macroeconomic conditions and policy changes, while remaining focused on the long-term growth of its business.

Kenvue reports its consolidated and combined financial results in U.S. dollars but has significant non-U.S. operations. A large portion of Kenvue’s business is conducted in currencies other than U.S. dollars, and generally the applicable local currency is its functional currency in that locality. As a result, Kenvue faces foreign currency exposure on the translation into U.S. dollars of its results of operations in numerous jurisdictions primarily in the European Union, the United Kingdom, Japan, China, Canada, Brazil, and India. In addition, as Kenvue continues to expand its global operations, its exposure to foreign currency risk could become more significant, particularly if the U.S. Dollar strengthens in the future.

Where possible, Kenvue manages foreign currency exposure through a variety of methods. Kenvue may adopt natural hedging strategies whereby favorable and unfavorable foreign currency impacts to its foreign currency-denominated operating expenses are mitigated to a certain extent by the natural, opposite impact on its foreign currency-denominated Net sales. During 2022, in anticipation of operating as a standalone entity, Kenvue started to use derivative financial instruments to mitigate its foreign currency exposure and not for trading or speculative purposes. For example, Kenvue hedged a portion of forecasted foreign currency revenue and forecasted inventory purchases. Nonetheless, it is not practical for Kenvue to mitigate all of its foreign currency exposure, nor is Kenvue able to accurately predict the possible impact of future foreign currency exchange rate fluctuations on its results of operations, due to its constantly changing exposure to various foreign currencies, difficulty in predicting fluctuations in foreign currency exchange rates relative to the U.S. Dollar, and the significant number of foreign currencies involved.

Kenvue actively refines its portfolio through acquisitions towards high growth, high margin businesses as well as divestitures of assets that it does not believe are well integrated into its product portfolio and strategic direction. Kenvue has demonstrated an ability to successfully integrate and scale acquired businesses to further build upon its market leadership across its product portfolio. Kenvue did not complete any significant acquisitions or divestitures during the fiscal three and six months ended July 2, 2023 and July 3, 2022.

Kenvue intends to continue to pursue a disciplined and prudent approach to acquisitions and partnership opportunities that accelerate growth within its business. Kenvue believes its strong balance sheet will allow it to strategically make acquisitions and divestitures while maintaining its disciplined approach to capital allocation.

In March 2020, the World Health Organization (the “WHO”) declared the outbreak of COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. On May 5, 2023, the WHO declared that COVID-19 was no longer a global health emergency. Kenvue has assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to it and the unknown future impacts of the COVID-19 pandemic.