What changed in this filing

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Item 1. Business

2025-02-24 compared with 2024-03-01 · 162 added, 209 removed, 178 unchanged (68% of the section changed)

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At Kenvue, our purpose is to realize the extraordinary power of everyday care.

With $15.4 billion in net sales in 2023, we are the world’s largest pure-play consumer health company by revenue.

We seek to deliver sustainable profitable growth through delivering science-backed innovative products, solutions and experiences centered around consumer health.

With a presence in more than 165 countries worldwide and an over 135-year legacy, we are a global leader at the intersection of healthcare and consumer goods.

We operate our business through three reportable business segments:

1) Self Care, 2) Skin Health and Beauty, and 3) Essential Health.

Our differentiated portfolio comprises a range of products that include iconic brands and widely recognized household names such as Tylenol ® , Neutrogena ® , Listerine ® , Johnson’s ® , BAND-AID ® Brand Adhesive Bandages, Aveeno ® , Zyrtec ® , and Nicorette ® .

This broad portfolio allows us to provide holistic consumer health solutions to our consumers across a spectrum of product categories and hold leading positions across numerous large and attractive categories globally.

These comprehensive solutions are backed by science and several of our brands have a long history of recommendations by healthcare professionals, which further reinforces our consumers’ confidence in our brands.

Our brand portfolio and global scale across four regions—1) North America, 2) Asia Pacific (“APAC”), 3) Europe, Middle East, and Africa (“EMEA”), and 4) Latin America (“LATAM”)—and is well balanced geographically with approximately half of its net sales generated outside North America in 2023.

We aim to leverage our flexible distribution network, consumer health thought leadership and data-driven customer partnerships to continue to drive joint value creation for us and our retail customers.

As a global leader at the intersection of healthcare and consumer goods, we are the world’s largest pure-play consumer health company by revenue with $15.5 billion in Net sales in the fiscal year 2024.

By combining the power of science with meaningful consumer insights and our digital strategy, we empower consumers to live healthier lives every day.

Built on more than a century of heritage and trusted by generations, our differentiated portfolio of iconic brands—including Tylenol ® , Neutrogena ® , Listerine ® , Johnson’s ® , BAND-AID ® Brand, Aveeno ® , Zyrtec ® , and Nicorette ® —is backed by science and recommended by healthcare professionals, which further reinforces our consumers’ connections to our brands.

Our portfolio includes Self Care, Skin Health and Beauty, and Essential Health products, allowing us to connect with consumers across North America, Asia Pacific (“APAC”), Europe, Middle East, and Africa (“EMEA”), and Latin America (“LATAM”)—in their daily rituals and the moments that matter most.

Our products are marketed across more than 165 countries worldwide.

Our global scale and the breadth of our brand portfolio are complemented by our well-developed capabilities and accelerated through our digital strategy, allowing us to dynamically capitalize on and respond to current trends impacting our categories and geographic markets.

With a sole focus on consumer health, our marketing organization operates efficiently by leveraging our precision marketing, e-commerce, and broader digital capabilities to develop unique consumer insights and further enhance the relevance of our brands.

Similarly, our research and development organization combines these consumer insights with deep, multi-disciplinary scientific expertise, and engagement with healthcare professionals, to drive innovative new products, solutions, and experiences centered around consumer health.

Underpinned by Kenvue’s Healthy Lives Mission, our comprehensive Environmental, Social, and Governance (“ESG”) strategy, our core capabilities are supported by our commitment to building a resilient and sustainable business that creates value for all our stakeholders over the long term.

Separation from Johnson & Johnson

In November 2021, Johnson & Johnson (“J&J”), our former parent company, announced its intention to separate its Consumer Health segment (the “Consumer Health Business”) into an independent publicly traded company (the “Separation”).

Since the Separation (as defined below) from J&J, as described below, we have been executing a significant transformation agenda, spanning from exiting the Transition Services Agreement (as defined in “Risk Factors—Summary of Risk Factors—Risks Related to Our Relationship with J&J” in Part I, Item 1A) while standing up, modernizing, and optimizing our own systems, to instituting a new operating model, as we reinvent our ways of working and strengthen and scale our commercial capabilities.

We have been focused on driving productivity and realizing Our Vue Forward (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Restructuring,” in Part II, Item 7) and other cost savings across the organization to fuel investments behind our brands, so that we can drive sustainable and profitable growth.

Separation from J&J

In November 2021, J&J, our former parent company, announced its intention to separate its Consumer Health segment (the “Consumer Health Business”) into an independent publicly traded company (the “Separation”).

Kenvue was incorporated in Delaware in February 2022, as a wholly owned subsidiary of J&J, to serve as the ultimate parent company of J&J’s Consumer Health Business.

In April 2023, J&J completed the transfer of substantially all of the assets and liabilities of the Consumer Health Business to us and our subsidiaries.

In May 2023, we completed an initial public offering (the “IPO” or “Kenvue IPO”) of approximately 10.4% of our outstanding common stock and began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KVUE.” Following the Kenvue IPO, J&J owned approximately 89.6% of our outstanding common stock.

In May 2023, we completed an initial public offering (the “Kenvue IPO”) of approximately 10.4% of our outstanding common stock and began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KVUE.” Following the Kenvue IPO, J&J owned approximately 89.6% of our outstanding common stock.

In July 2023, J&J announced an exchange offer (the “Exchange Offer”) under which its shareholders could exchange shares of J&J common stock for shares of our common stock owned by J&J.

In August 2023, J&J completed the Exchange Offer and exchanged shares representing 80.1% of our common stock, completing the Separation from J&J and transition to being a fully independent public company.

Following the Separation, J&J continues to own approximately 9.5% of our outstanding common stock.

See Note 1, “Description of the Company and Summary of Significant Accounting Policies,” to the Consolidated Financial Statements included herein for additional information.

We entered into a separation agreement (the “Separation Agreement”) and various agreements with J&J for the purpose of effecting the Separation.

In May 2024, J&J completed an additional exchange offer (the “Debt for Equity Exchange”) through which J&J exchanged indebtedness of J&J for shares of our common stock owned by J&J.

Following the completion of the Debt for Equity Exchange, J&J no longer owned any shares of our common stock.

See Note 1, “Description of the Company and Summary of Significant Accounting Policies—Description of the Company and Business Segments,” to the Consolidated Financial Statements included herein for additional information.

Relationship with J&J

We entered into a separation agreement (the “Separation Agreement”) and various other agreements with J&J for the purpose of effecting the Separation.

These agreements provide a framework for our relationship with J&J and govern various interim and ongoing relationships between us and J&J that follow the completion of the Kenvue IPO.

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Brands and Product Portfolio

We have a world-class, intentionally designed, portfolio of iconic, trusted brands that are leaders in their respective categories, and include some of the most recognizable household names across its industry.

Our overall strategy prioritizes operating our portfolio in a highly targeted manner, focusing on the most attractive categories and geographic markets.

Each of our reportable segments are focused on driving financial performance by leveraging specific category expertise and capabilities while also benefiting from our scale to collaborate across the organization, including in brand management and marketing, R&D and innovation, insights and analytics and digital commerce.

The reportable global segments are as follows:

We have a world-class, global portfolio of iconic and trusted brands that are leaders in their respective categories and include some of the most recognizable household names across the consumer health industry.

Our overall strategy prioritizes operating our portfolio in a highly targeted manner, with the goal of delivering sustainable and profitable growth.

Each of our reportable business segments are focused on driving financial performance by leveraging specific category expertise and capabilities while also benefiting from our scale to collaborate across the organization, including in brand management and marketing, research and development and innovation, insights and analytics, and omnichannel commerce.

The reportable business segments are as follows:

Our Self Care product categories include:

Cough, Cold, and Allergy;

and Other Self Care (Digestive Health;

Smoking Cessation;

Major brands in the segment include Tylenol ® , Motrin ® , Benadryl ® , Nicorette ® , Zyrtec ® , Zarbee’s ® , ORSL TM , Rhinocort ® , and Calpol ® .

Our Self Care brands offer accessibility to health care solutions with over-the-counter medicines and other naturally inspired products.

These brands deliver connected health offerings, including digital diagnostics and telemedicine, to expand its personalized solutions to consumers.

and Other Self Care (Digestive Health, Smoking Cessation, Eye Care, and Other).

Major brands in the segment include Tylenol ® , Motrin ® , Nicorette ® , Benadryl ® , Zyrtec ® , Zarbee’s ® , ORSL TM , Rhinocort ® , and Calpol ® .

Our Self Care brands offer accessibility to healthcare solutions with over-the-counter (“OTC”) medicines and other naturally inspired products.

These brands deliver connected health offerings, including digital diagnostics and telemedicine, to expand personalized solutions to consumers.

• Skin Health and Beauty.

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Our Essential Health product categories include:

and Other Essential Health (Women’s Health;

Major brands in the segment include Listerine ® , Johnson’s ® , BAND-AID ® Brand Adhesive Bandages, Stayfree ® , o.b.

® tampons, Carefree ® , and Desitin ® Diaper Rash.

Our Essential Health brands deliver positive experiences and outcomes for consumers at every stage of life and raise standards of personal care across baby care, wound care, oral care, and menstrual health categories.

and Other Essential Health (Women’s Health, Wound Care, and Other).

Major brands in the segment include Listerine ® , Johnson’s ® , BAND-AID ® Brand, Stayfree ® , o.b.

® tampons, Carefree ® , and Desitin ® .

Our Essential Health brands raise standards of personal care across baby care, wound care, oral care, and menstrual health categories.

Brand Marketing

Our digital-first approach to marketing is centrally focused on the consumer.

Our marketing organization places the consumer at the center of all decisions related to our product delivery, services offering and the experiences we create.

Our marketing footprint spans four regions, and our global presence allows us to tailor our marketing strategy and campaigns to the distinctive needs of our consumers in local markets throughout the world.

It is our global scale and modern marketing capabilities that enable deep human-level connections with consumers.

We understand, by leveraging insights across our product offerings, that consumer behavior and expectations are constantly changing.

Based on these consumer insights, we are continuously evolving our brand messaging to ensure that we drive relevance with consumers and healthcare professionals, ultimately seeking to stimulate demand to drive growth.

Our marketing expertise is built on a combination of human empathy, science that improves health outcomes and a digital-first approach to our content and media ecosystem.

Our digital approach to marketing places the consumer at the center of all decisions related to our product delivery, service offerings, and the experiences we create.

Our global presence allows us to tailor our marketing strategy and campaigns to the distinctive needs of our consumers in local markets throughout the world.

It is our global scale and improving modern marketing capabilities that enable deep connections with consumers.

In 2024 we created the Global Content Factory, a production agency ecosystem that we employ to drive relevant content in all of our markets while reducing our costs.

We leverage insights across our product offerings to understand the constantly changing consumer behaviors and expectations, which allow us to evolve our brand messaging to ensure that we drive relevance with consumers and healthcare professionals, ultimately seeking to increase reach, stimulate demand, and drive growth.

Our marketing expertise is built on a combination of human empathy and science that improves health outcomes.

Our consumer-first approach and rigorous clinical testing allows us to articulate science in ways that meet the needs of our consumers and healthcare professionals as we win their trust, endorsement, and loyalty.

We are a digital-first modern marketing company.

Since our leadership team took the helm in 2019, we have significantly increased our share of digital spend from approximately 44% of total media spend in 2019 to approximately 73% in 2023.

This shift towards digital media has enabled flexibility and allowed us to efficiently reach high-value audiences that drive scaled demand.

In addition, through this shift to digital-first approach, we can continually evaluate the impact of its media investments and consumer communications through data science and analytics.

We ultimately use media ROI to evaluate and invest in these next-best growth channels and opportunities.

Our combined digital-first precision capabilities maximize reach, performance and returns while reducing costs.

We are a digital modern marketing company and we collaborate with celebrities, influencers, and healthcare professionals to amplify brand awareness and product innovations.

In addition, we continually evaluate the impact of media investments and consumer communications through data science and analytics.

We ultimately use media return on investment to evaluate and optimize our investment opportunities.

Our digital strategy aims to maximize reach, performance, and returns while reducing costs.

Product Development and Innovation

Our R&D organization combines deep, multi-disciplinary scientific expertise and engagement with healthcare professionals and places human empathy at the heart of our product development process.

We leverage our extensive capabilities and consumer

insights to drive innovative new products and solutions that meet the specific needs of our consumers while enhancing their overall standard of care.

We have a passionate, global team of approximately 1,500 scientists, doctors, pharmacists and engineers with expertise across a range of core disciplines, including formulation science, regulatory affairs, quality, medical affairs, medical safety, clinical operations, microbiology and packaging.

Our R&D organization operates a global footprint of innovation hubs located close to consumers in key geographic markets.

Our global R&D teams coordinate across the product development lifecycle in partnership with consumers and our long-standing relationships with healthcare professionals and academic institutions to co-create a continuous pipeline of meaningful innovation.

We have built extensive capabilities, through our translational science and consumer insights teams, to understand our consumers’ and healthcare professionals’ key needs and current challenges, ensuring that our products are centered around human empathy.

Across our end-to-end organization, we have continuous touchpoints with our consumers and healthcare professionals, utilizing a suite of digital tools to ensure we hear from our consumers regardless of where they are located.

Our research and development organization combines multi-disciplinary scientific expertise with active engagement with healthcare professionals, placing human empathy at the core of our product development process.

We leverage our extensive capabilities and deep consumer insights to develop innovative products and experiences that meet the specific needs of our consumers, enhancing their overall standard of everyday care.

Across our portfolio of iconic brands, we earn consumers’ trust through modern, science-backed innovations that deliver reliable, personal care products and technologies that improve well-being.

Our global team of approximately 1,600 scientists, doctors, pharmacists, and engineers with expertise across a range of core disciplines, including formulation science, regulatory affairs, quality, medical affairs, medical safety, clinical operations, microbiology, translational science, and packaging.

Our research and development organization operates a global network of innovation hubs located close to consumers in key geographic markets.

Our global research and development teams collaborate across the product development lifecycle, partnering with consumers and leveraging our long-standing relationships with healthcare professionals and academic institutions to co-create a continuous pipeline of meaningful innovation.

We have built extensive capabilities through our translational science and consumer insights teams to understand the key needs and current challenges of our consumers and healthcare professionals, ensuring our products are centered around human empathy.

Throughout our end-to-end organization, we have continuous touchpoints with our consumers and healthcare professionals, utilizing a suite of digital tools to ensure we hear from them regardless of their location.

Our insights, design, marketing, and research teams then leverage these consumer insights to identify key unmet needs and potential product opportunities.

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Our global and balanced manufacturing footprint provides us with the flexibility and agility to benefit from economies of scale and global supply chain agreements, enabling us to grow our business and expand margins.

We are continuously modernizing our supply chain operations while better connecting with and serving customers.

We are continuously modernizing and optimizing our supply chain operations while better connecting with and serving our customers.

Our end-to-end, digitally connected supply chain ecosystem is designed to optimize the flexibility and agility of our route-to-market.

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We maintain global operations and work with a vast supplier base.

The principal raw materials used in our products include resin, pulp and corn derivatives, vegetable oils and oleochemicals.

The principal raw materials used in our products include resins, silicon, pulp and corn derivatives, paper, agrochemicals, vegetable oils, and oleochemicals.

The majority of raw and packaging materials used are purchased from third parties and available from several sources.

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Certain raw and packaging material commodities are subject to market price variations.

For further information regarding the impact of changes in commodity prices, see Item 1A, “Risk Factors — Volatility in the cost or availability of raw materials and other inputs for our products, including due to military conflicts, has adversely affected, and could in the future continue to adversely affect, our business, results of operations or financial condition.”

For further information regarding the impact of changes in commodity prices, see Part I, Item 1A, “Risk Factors — Risks Related to Our Operations — Volatility in the cost or availability of raw materials and other inputs for our products, including due to military conflicts, has adversely affected, and could in the future continue to adversely affect us.”

Manufacturing Footprint

Our in-house manufacturing footprint delivered over half of our production volume in 2023, with the remaining production volume being supplied by an extensive network of external manufacturing facilities operated by trusted third-party suppliers.

Our in-house manufacturing footprint delivered over 60% of our sales volume during the fiscal year 2024, with the remaining sales volume being supplied by an extensive network of external manufacturing facilities operated by trusted third-party

This combination provides us with significant operational flexibility enhancing our ability to respond to demand while optimizing capital allocation.

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Our distribution network is designed to respond to increasingly complex consumer and customer demand.

The majority of our distribution centers are operated in partnership with expert third-party operators in order to leverage their scale, expertise and

technology platforms.

In all cases, whether in-house or external, our distribution centers must comply with its rigorous quality compliance standards and are subject to our audit process.

The majority of our distribution centers are operated in partnership with expert third-party operators in order to leverage their scale, expertise, and technology platforms.

In all cases, whether in-house or external, our distribution centers must comply with our rigorous quality compliance standards and are subject to our audit process.

Quality Control and Compliance

With a rigorous approach to product safety and quality control, we have a strong culture of quality across our end-to-end organization enhanced by rigorous compliance procedures.

We invested in quality systems and data analytics platform to further drive proactive quality management and improve the effectiveness of our quality control system.

We invest in quality systems and data analytics platforms to further drive proactive quality management and improve the effectiveness of our quality control system.

Suppliers are key partners in our commitment to quality and therefore are expected to provide services and goods that consistently meet our quality standards.

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Our supply chain is also subject to external audits by national regulatory bodies, including the U.S.

Food and Drug Administration (“FDA”), which conduct multiple regulatory inspections every year.

Food and Drug Administration (the “FDA”), which conduct multiple regulatory inspections every year.

The consumer health and personal care sectors are large and dynamic, with a significant number of competitors that vary from well-established consumer packaged goods (“CPG”) companies with well-known legacy businesses globally to emerging niche-oriented brands.

Given the breadth of our portfolio and global footprint, we compete with a broad set of competitors that include:

1) consumer healthcare businesses that are either independent or part of larger pharmaceutical groups;

2) global CPG companies that operate in similar or adjacent categories;

3) regional companies that operate in our categories within the markets in which we compete;

4) generic over-the-counter (“OTC”) manufacturers and private-label brands together with their customers in both traditional retail and online;

and (5) emerging niche-oriented brands in our categories with distribution either through traditional retail or online and direct-to-consumer (“DTC”) channels.

Across our three core segments, we experience significant degrees of competition.

Given the breadth of our portfolio and global footprint, we compete with a broad set of competitors that include 1) consumer healthcare businesses that are either independent or part of larger pharmaceutical groups, 2) global CPG companies that operate in similar or adjacent categories, 3) regional companies that operate in our categories within the markets in which we compete, 4) generic OTC manufacturers and retailers’, including our customers’, private-label brands in both traditional retail and online, and 5) emerging niche-oriented brands in our categories with distribution either through traditional retail, online, or direct-to-consumer (“DTC”) channels.

Across our three reportable business segments, we experience significant degrees of competition.

Our key competitors for each segment globally include:

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• Skin Health and Beauty .

Beiersdorf, L’Oréal, Procter & Gamble, Unilever, and private-label brands

Beiersdorf, Estée Lauder, L’Oréal, Procter & Gamble, Unilever, and private-label brands

• Essential Health .

Colgate-Palmolive, Kimberly Clark, Procter & Gamble, Unilever, and private-label brands

See “Risk Factors” for additional information on our competitive risks.

Environmental, Social, and Governance

Our ESG management approach is designed to effectively govern and manage impacts and risks while also enabling us to identify opportunities that accelerate innovation and growth and drive business value for all our stakeholders.

In October 2023, we launched an update of our Healthy Lives Mission, which includes public ESG goals and commitments intended to position our brands as healthy choices for both people and the planet and to better manage ESG-related impacts, risks, and opportunities.

Church & Dwight, Colgate-Palmolive, Kimberly Clark, Procter & Gamble, Unilever, and private-label brands

See Part I, Item 1A, “Risk Factors,” for additional information on our competitive risks.

Healthy Lives Mission

Our ESG management approach is designed to effectively govern and manage impacts and risks while also enabling us to identify opportunities that accelerate innovation and profitable growth and drive business value for all our stakeholders.

Our Healthy Lives Mission, which is our ESG strategy, includes public goals and commitments intended to position our brands as more positive choices for both people and the planet and to help manage ESG-related impacts, risks, and opportunities.

Kenvue’s Healthy Lives Mission is our call for everyday care in action and is supported by three pillars:

nurture Healthy People, enrich a Healthy Planet, and maintain Healthy Practice.

Within these three pillars, we are focused on nine priority areas for which we have established goals and commitments to hold ourselves accountable and demonstrate progress:

• Nurture Healthy People .

We aim to advance the well-being of the communities in which we operate and equip them with innovative products and actionable information to make healthier decisions everyday.

◦ Diversity, Equity & Inclusion

◦ Workforce Health, Safety & Well-being

◦ Public Health + Product Quality & Consumer Safety

• Enrich a Healthy Planet.

We strive to enrich a healthy planet by making responsible and renewable choices to help safeguard the earth’s health and resources while managing the impacts we create.

◦ Climate Change

◦ Biodiversity, Land & Forests + Waste

• Maintain Healthy Practice.

We believe in promoting a culture of integrity, ethics and transparency to build trust and create meaningful, long-term value.

◦ Sustainable Product Innovation

◦ Product Transparency

◦ Human Rights & Labor + Ethics & Compliance

Environmental

Human health is inseparably linked to environmental health, and as the world’s largest pure-play consumer health company by revenue, our commitment to everyday care extends to the planet we call home.

We are dedicated to advancing sustainability across our operations – from product and packaging design to material sourcing, manufacturing and transportation.

Our Healthy Planet goals include:

• Climate change:

reduce our carbon footprint and the impact of climate change across our operations and value chain

improve sustainability of product packaging

• Biodiversity, land & forest:

source materials responsibly and avoid deforestation

We strive to advance the well-being of the communities in which we operate and aim to equip them with innovative products and information to make healthier decisions every day.

Our goal is to put the power of everyday care into the hands of consumers around the world.

We are dedicated to raising the standard of personal care and tackling preventable diseases through our products and resources—helping people with the tools to make healthier choices for themselves, their loved ones, and the planet.

For more information, see “—Human Capital” below.

We support our culture of integrity, ethics and transparency to build trust and create meaningful, long-term value.

Whether for people, business partners or our planet, the Kenvue purpose of realizing the power of everyday care guides how we treat our people, innovate, conduct business, and design our products.

Our Board of Directors (the “Board”) is ultimately responsible for independent oversight of our ESG impacts, risks, and opportunities and for ensuring our ESG priorities and commitments are integrated into Kenvue’s long-term strategy.

On an annual basis, our full Board receives an update on our “Healthy Lives Mission”, and on our ESG performance.

In addition, oversight for ESG, sustainability and reporting is allocated across all three key Committees of the Board, and after each regularly scheduled Committee meeting, the Committees report to our full Board with updates on their areas of designated ESG oversight responsibilities.

Our Board has adopted Principles of Corporate Governance to assist it in guiding our governance practices.

In addition, among other policies, our Board has adopted a Kenvue Code of Conduct designed to provide employees with guidance on our compliance policies and a Code of Business Conduct & Ethics for Members of our Board of Directors and Executive Officers that sets forth additional guidelines applicable to members of our Board and Kenvue’s executive officers, both of which can be found on our website at https://investors.kenvue.com/governance/governance-documents/.

We are proud of what we have already achieved and will provide more details about our progress against these goals and commitments when we publish our 2024 Healthy Lives Mission Report, which will be available on https://investors.kenvue.com/esg.

References to our 2024 Healthy Lives Mission Report are for informational purposes only and

neither the 2024 Healthy Lives Mission Report nor the other information on our website is incorporated by reference into this Annual Report on Form 10-K.

Within these three pillars, we are focused on nine priority areas for which we have established goals and commitments to hold ourselves accountable and demonstrate progress as outlined in our Healthy Lives Mission Report.

We will continue to provide more details about our progress against these goals and commitments in our upcoming Healthy Lives Mission Report.

For more information on our climate-related risks and opportunities informed by the recommendations

of the Task Force on Climate-related Financial Disclosures (“TCFD”), see our inaugural TCFD Report, which will be reviewed and updated periodically.

Our Healthy Lives Mission Report and TCFD Report are available at kenvue.com/our-commitments .

References to our Healthy Lives Mission Report or TCFD Report are for informational purposes only, and neither the Healthy Lives Mission Report, TCFD Report, nor the other information on our website is incorporated by reference into this Annual Report on Form 10-K.

Governance Practices

Our Board of Directors (the “Board”) has adopted Principles of Corporate Governance that, together with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Board Committee charters, provide a framework for our Board’s corporate governance practices.

In addition, among other policies, our Board has adopted a Kenvue Code of Conduct designed to provide employees with guidance on our compliance policies and a Code of Business Conduct & Ethics for Members of our Board of Directors and Executive Officers that sets forth additional guidelines applicable to members of our Board and Kenvue’s executive officers, both of which can be found on our website at investors.kenvue.com/governance/governance-documents/ .

Human Capital

Company Culture

At Kenvue, we strive to build a culture of performance that rewards for impact.

At Kenvue, we strive to build a culture of performance that rewards impact.

We are united by a common Purpose to realize the extraordinary power of everyday care and anchored in our core values:

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We strive to provide an environment where every employee (or Kenvuer) can be at their best, do meaningful work in service of our customers and consumers, be inspired by a strong sense of belonging and meaningful growth opportunities, and be rewarded for their impact.

As of December 31, 2023, we had approximately 22,000 employees, with approximately 25% located in North America, 28% in EMEA, 29% in APAC, and 18% in Latin America.

As of December 29, 2024, we had approximately 22,000 employees, with approximately 25% located in North America, 28% in EMEA, 28% in APAC, and 19% in LATAM.

Approximately 99% of our global employees were full time and 1% were part-time employees.

Our global workforce covers a broad range of functions, including manufacturing employees making up 23% of our workforce.

Diversity, Equity, and Inclusion

We believe that our commitment to diversity, equity and inclusion drives collaboration and strengthens our ability to compete effectively.

Recognizing the importance of innovation in our industry to meet the evolving needs of our consumers, we remain focused on having the right capabilities and a workforce that is reflective of the customers and consumers we serve.

As of December 31, 2023, our global workforce was approximately 50% male and 50% female, and 36% of our U.S.

employees identify as racial or ethnic minorities.

Our manager-level and above positions were held by approximately 47% men and 53% women, and 36% of our U.S.

employees in manager-level and above positions identified as racial or ethnic minorities.

The Kenvue Leadership Team is globally diverse, currently represented by 9 different nationalities, and 54% of the Kenvue Leadership Team are women.

We believe that bringing diverse backgrounds and perspectives together helps us drive innovation and deliver solutions that exceed customer expectations and creates long-term value.

Our Code of Conduct specifically articulates our responsibility to create an inclusive environment and to respect the dignity and diversity of all people.

Kenvue’s Healthy People goals and commitments include:

• Strengthen the representation of women at all management levels to reflect the market in which we operate;

• Strengthen ethnic representation within our U.S.

workforce at all management levels to reflect the market in which we operate;

• Pay all Kenvuers equitably based on role, experience, market competitiveness and performance;

• Achieve a company-wide Inclusion Index Score in the top quartile.

The Inclusion Index is a favorability metric designed to assess the level of inclusion within our organization.

At Kenvue, we believe everyday care is for everyone, everywhere.

We recognize the importance of innovation in our industry to meet the evolving needs of our consumers globally, and we remain focused on having the right capabilities and a workforce that is reflective of the global consumers we serve.

We believe that capitalizing on a multitude of perspectives helps us drive innovation and deliver solutions that exceed customer expectations and creates long-term value.

Our Code of Conduct specifically articulates our responsibility to create an inclusive environment and to respect the dignity and differences of all people.

We foster an inclusive and trusting workplace that allows each Kenvuer to maximize contributions to their work, the company culture, and their communities.

Our talent practices aim to drive higher levels of transparency, empowerment, and accountability that enables superior performance through high levels of engagement.

For example, we have initiatives in place that aim to advance diverse representation by creating diverse interview teams and candidate slates and by expanding diversity outreach efforts through organizations that serve and engage talent from a variety of communities.

We offer team members access to ongoing inclusion and diversity education and support throughout their career journey through employee resource groups known as Kenvuer Impact Networks and mentorship.

For example, we have initiatives in place to help ensure our hiring practices are fair, consistent, objective, and do not discriminate based on any legally protected category, so that our employees design and create everyday care products that are accessible to everyone.

We base talent decisions only on merit, considering qualifications, experience, skills, performance, and achievements.

Additionally, we nurture a sense of belonging for Kenvuers through numerous employee resource groups known as Kenvuer Impact Networks, mentorship programs, and other initiatives that are open to all Kenvuers.

In addition, we offer flexible work arrangements that enable agile ways of working and promote inclusion, health, well-being, empowerment, and accountability.

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We invest in the learning and development of all Kenvuers to ensure their skills remain relevant and keep pace with the rapid evolution in the marketplace.

Learning can happen in different ways, including on-the-job, on special assignment, and in classroom training, to develop functional and/or leadership skills.

Learning can happen in different ways, including on-the-job, on special assignment, and e-learning or in-classroom training, to develop functional and/or leadership skills.

Ultimately, our goal is to ensure this ongoing commitment to development and growth yields superior performance and higher levels of engagement that differentiates us from our competitors.

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We believe that open and honest communication among all team members creates a collaborative and inclusive work environment.

We regularly conduct surveys that gauge Kenvuer sentiment in areas like strategic alignment, execution, inclusion, effectiveness of our people leaders, and career development.

We also strive to actively support the communities we serve worldwide as well as those in which our Kenvuers live and work through strategic investments.

Our global community engagement program is just one way in which we connect our passionate purpose-driven workforce to fulfill our potential and create possibilities.

We regularly conduct surveys that gauge Kenvuer sentiment in areas such as strategic alignment, execution, inclusion, effectiveness of our people leaders, and career development.

We also strive to actively support the communities we serve worldwide as well as those in which Kenvuers live and work through strategic investments.

Kenvue Cares, our global employee volunteer program, is just one way in which we connect our passionate purpose-driven workforce to fulfill our potential and create possibilities.

We make financial contributions, provide in-kind charitable product donations, and volunteer the time of team members to help non-profit organizations achieve their goals and generate societal impact.

Compensation, Benefits, and Well-being

We offer compensation and benefit programs designed to attract, develop, and retain top talent.

We reward and recognize superior performance, support our growth and talent strategy, closely align Kenvuer compensation with company and individual performance, as well as attract, develop and retain top talent in a highly competitive environment.

We aim to provide base pay that is competitive for a Kenvuer’s position, skill level, experience and geographic location.

In addition to base pay, we seek to motivate and reward Kenvuers at certain job levels with annual cash incentives and equity awards.

Additionally, we conduct periodic benchmarking analyses to help ensure Kenvue’s compensation programs remain competitive and regularly assess internal pay equity.

We offer competitive employee benefits packages, which vary by country and region, in support of the emotional, physical health, and well-being of our Kenvuers.

These employee benefits packages may include retirement plan, core and supplemental life insurance, medical and dental insurance, health savings accounts, well-being reimbursement programs, adoption assistance, fertility benefits, and parental leave.

We work hard to create an environment where Kenvuers feel a strong sense of belonging, feel empowered to care for their health and well-being and that of their families, feel like they can grow and have fulfilling careers, and feel recognized and valued for their contributions.

Health, Safety, and Well-being

As a global leader in personal health and wellness, we believe in investing in Kenvuer health, safety, and well-being as foundational to our purpose and values.

Total Rewards

We offer compensation, benefits, and well-being programs designed to attract, develop, and retain top talent in a highly competitive environment.

We reward and recognize superior performance and closely align Kenvuer compensation with company and individual performance.

We provide base pay that is competitive for a Kenvuer’s position considering skill level, experience, geographic location, and other business-related factors.

In addition to base pay, we seek to motivate and reward Kenvuers with annual cash incentives and equity-based awards, depending on job level.

Additionally, we conduct periodic benchmarking and comparative analyses to help ensure Kenvue’s compensation programs remain competitive and that employee pay is appropriate based on skills, expertise, education, and tenure.

We offer competitive benefits packages, which vary by country and region, in support of the physical, emotional, and financial well-being of Kenvuers.

These benefits packages may include retirement plans, life insurance, medical and dental insurance, health savings accounts, well-being reimbursement programs, adoption assistance, fertility benefits, and parental and family leave.

We strive to create an environment where Kenvuers feel a strong sense of belonging, are empowered to care for their health and well-being and that of their families, can grow and have fulfilling careers, and are recognized and valued for their contributions.

Workplace Safety

We have robust processes to identify potential safety risks associated with workplace activities and to develop measures and implement controls to mitigate possible exposure to hazards.

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To facilitate the Separation and enable our operations to continue with minimal interruption following the Separation, J&J has granted licenses to use certain intellectual property rights retained by J&J that we used in the conduct of its business prior to the Separation, including the “Johnson & Johnson” name and signature and other legacy J&J branding, for a limited duration following the Separation.

For additional information about these licenses, see the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, which will be filed within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates (the “Proxy Statement”).

For additional information about these licenses, see the Company’s definitive proxy statement for the 2024 Annual Meeting of Shareholders (the “2024 Proxy Statement”).

Our brands are critical to our success, and trademark protection is an important part of establishing and maintaining brand recognition for our products in the United States and around the world.

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We seek to obtain protection for these trademarks and trade names by all appropriate means, and we consider them, in the aggregate, to be material to our business.

For trademarks registered in the United States, a Declaration

of Use must be filed between the fifth and sixth years after initial registration, then may be renewed in the tenth year, and renewed every 10 years after that, so long as the mark is still being used in commerce.

For trademarks registered in the United States, a Declaration of Use must be filed between the fifth and sixth years after initial registration, then may be renewed in the 10th year, and

renewed every 10 years after that, so long as the mark is still being used in commerce.

Trademarks registered in other countries generally have varying terms and renewal policies.

We actively file and maintain a portfolio of patents in the United States and around the world and seek to obtain and enforce patent protection by all appropriate means.

While we consider these patents, and the protection thereof, to be important, we do not consider any single patent to be material to any material product or product family, and we do not expect the expiration of any single patent to have a material impact on any material product or product family.

In the United States, the patent term is generally 20 years from the date the earliest non-provisional patent application to which the patent claims priority is filed, and, in many other countries, the patent term is also generally 20 years from the filing date of the patent application.

While we consider these patents, and the protection thereof, to be important, we do not consider any single patent to be material to the success of our business, and we do not expect the expiration of any single patent to have a material impact on the success of our business.

The terms of our issued patents extend for varying periods dependent upon the date of filing and type of patent application and the legal term for patents in the various countries where patent protection is granted.

Government Regulations

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It is our policy and practice to comply with all government regulations applicable to our business.

The process of obtaining regulatory approvals and complying with applicable federal, state and local regulations in the United States and around the world is complex, time-consuming and costly and may impact our business strategies.

In addition, the global regulatory landscape is subject to rapid and unexpected changes, including as a result of the Russia-Ukraine War, the recent military conflict in the Middle East, and the general trend toward increasingly stringent regulation and enforcement around the world in recent years.

For additional information about risks associated with government regulations, see “Risk Factors—Risks Related to Government Regulation and Legal Proceedings.”

The process of obtaining regulatory approvals and complying with applicable national and local regulations in the United States and around the world is complex, time-consuming, and costly and may impact our business strategies.

In addition, the global regulatory landscape is subject to rapid and unexpected changes and the general trend toward increasingly stringent regulation and enforcement around the world in recent years.

For additional information about risks associated with government regulations, see Part I, Item 1A, “Risk Factors—Risks Related to Government Regulation and Legal Proceedings.”

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 our ongoing costs of compliance, alter the environment in which we do business, or otherwise adversely affect our business, results of operations, or financial condition.

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Accordingly, certain of our products are subject to varying levels of regulation in different geographic markets.

The following description discusses the material effects of the regulatory landscape applicable to our business, with particular focus on the United States, the European Union, and China, which are some of our key geographic markets for our business from a regulatory perspective and markets that we believe are representative of the material differences in the regulation of our business across the various geographic markets in which we operate.

The following description discusses the material effects of the regulatory landscape applicable to our business, with particular focus on the United States, the European Union (“EU”), and China, which are some of our key geographic markets for our business from a regulatory perspective and markets that we believe are representative of the material differences in the regulation of our business across the various geographic markets in which we operate.

Quality and Safety

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The monographs establish the conditions, such as active ingredients, uses (indications), doses, labeling, and testing, under which an OTC drug is generally recognized as safe and effective and can be marketed without an NDA and FDA premarket approval.

Products marketed under the OTC monograph system are required to conform to specific quality, formula and labeling requirements.

Products marketed under the OTC monograph system are required to conform to specific quality, formula, and labeling

requirements.

Monograph drug products that do not comply with these standards can be deemed unapproved new drugs and can be required to be withdrawn from the market.

The Over-the-Counter Monograph Safety, Innovation, and Reform Act (the “OTC Monograph Reform Act”), enacted in March 2020, is expected to introduce significant reform to the OTC monograph system, including by replacing the FDA’s existing rule making process with an administrative order process for issuing, revising and amending OTC monographs.

The Over-the-Counter Monograph Safety, Innovation, and Reform Act (the “OTC Monograph Reform Act”) established an Administrative Order Process for issuing, revising, and amending OTC monographs.

Under the OTC Monograph Reform Act, the FDA can also require manufacturers to conduct additional testing to ensure the safety and efficacy of monograph drug products.

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In addition, certain of our OTC products, including certain Zyrtec ® , Zyrtec-D ® , Pepcid ® , and certain Imodium ® and Motrin ® products, are approved by the FDA through the NDA process rather than through the monograph system.

In addition, the DEA regulates certain of our OTC products containing pseudoephedrine, such as Sudafed ® and Zyrtec-D ® , pursuant to the Combat Methamphetamine Epidemic Act (“CMEA”).

Among other requirements, the CMEA sets daily and 30-day sales limits for pseudoephedrine products purchased by consumers.

In addition, the DEA regulates certain of our OTC products containing pseudoephedrine (“PSE”), such as Sudafed ® and Zyrtec-D ® , pursuant to the Combat Methamphetamine Epidemic Act (“CMEA”).

Among other requirements, the CMEA sets daily and 30-day sales limits for PSE products purchased by consumers.

We are also subject to similar regulations at the state level.

Our OTC products containing pseudoephedrine are also subject to heightened regulatory regimes in other jurisdictions around the world.

In the European Union (“EU”), our OTC products, including certain Nicorette ® products that are not marketed by us in the United States, are subject to extensive pre- and post-marketing regulation by regulatory authorities at both the EU and EU Member State level.

Our OTC products containing PSE are also subject to heightened regulatory regimes in other jurisdictions around the world.

In the EU, our OTC products, including certain Nicorette ® products that are not marketed by us in the United States, are subject to extensive pre- and post-marketing regulation by regulatory authorities at both the EU and EU Member State level.

There are several administrative mechanisms to request regulatory approval of OTC products, including 1) the standalone national procedure for authorization in a single EU Member State, 2) the mutual recognition procedure, which is used when a product is already authorized in at least one EU Member State and approval is sought in at least one other EU Member State, and 3) the decentralized procedure, which is used when a product has not yet been authorized in the EU and authorization is sought simultaneously in several EU Member States.

Certain of our products in certain jurisdictions may be regulated as prescription medications.

For example, in the EU medications containing PSE have historically been regulated as OTC products.

During the fiscal three months ended December 29, 2024, Belgium, Luxembourg, and France changed the regulatory status of medications containing PSE from OTC to prescription-based.

In China, our OTC products are regulated by the National Medical Products Administration (“NMPA”), which is the primary authority for the safety and registration of medicines, medical devices, and cosmetics.

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In addition, certain of our cosmetic products, including those containing low-viscosity hydrocarbons such as baby oil, are regulated by the CPSC under the PPPA.

See “—Quality and Safety.”

See “—Quality and Safety” above.

Medical Devices

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the principal intended action may not be pharmacological, immunological, or metabolic.

Certain of our products marketed in the United States, such as BAND-AID ® Brand Adhesive Bandages (including Ourtone Adhesive Bandages), Listerine ® Sensitivity Defense Mouthrinse and Tylenol ® SmartCheck Digital Ear Scope, are medical devices regulated by the FDA through a system that, unless exempt, requires us to receive premarket clearance for commercial distribution known as a 510(k) clearance.

Certain of our products marketed in the United States, such as BAND-AID ® Brand Adhesive Bandages (including Ourtone TM Adhesive Bandages), and Listerine ® Sensitivity Defense Mouthrinse are medical devices regulated by the FDA through a system that, unless exempt, requires us to receive premarket clearance for commercial distribution known as a 510(k) clearance.

To obtain 510(k) clearance, a device is required to be determined to be substantially equivalent in intended use and in safety and efficacy to a benchmark device, or “predicate,” that is already legally in commercial distribution.

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If we determine that a new 510(k) clearance is not required but the FDA subsequently disagrees, the FDA may retroactively require us to obtain a new 510(k) clearance and may require us to cease marketing, or conduct a recall, of the modified device until the new 510(k) clearance is obtained.

In the European Union, manufacturers may self-certify compliance of certain medical devices by submitting notifications to the competent authority, with files open to inspection by a competent authority.

In May 2021, the Medical Device Regulation (Regulation (EU) 2017/745) (“MDR”) came into effect in the European Union.

In the EU, manufacturers may self-certify compliance of certain medical devices by submitting notifications to the competent authority, with files open to inspection by a competent authority.

In May 2021, the Medical Device Regulation (Regulation (EU) 2017/745) (“MDR”) came into effect in the EU.

The MDR is more comprehensive than the prior regime as it greatly increases the rigor and robustness of the regulations governing medical device products.

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In addition, all approved products and their manufacturers are subject to re-review on periodic cycles of up to every four years.

In recent years, we have also introduced certain connected health offerings as non-medical device apps, including certain products that are not offered in the United States, such as the Nicorette ® QuickMist SmartTrack, which is deemed a wellness app and, as such, is not regulated as a medical device by the health authorities in the countries in which it is offered.

In recent years, we have also introduced certain connected health offerings as non-medical device apps, including certain products that are not offered in the United States and, as such, are not regulated as medical devices by the health authorities in the countries in which they are offered.

Any determination that medical device clearance is required for a product that we currently offer as a non-medical device may cause us to cease marketing, or conduct a recall, of the modified product until such clearance is obtained.

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Dietary Supplements

Some of our products under the Zarbee’s ® brand and the Lactaid ® brand that are marketed in the United States are considered dietary supplement products and are governed by the Dietary Supplement Health and Education Act of 1994, which defines and regulates dietary supplements.

Dietary ingredients that were not marketed in the United States before October 15, 1994 are required to be the subject of a new dietary ingredient notification submitted to the FDA at least 75 days before the initial marketing, unless the ingredient has been present in the food supply as an article used for food without being chemically altered.

The FDA may determine that the notification does not provide an adequate basis to conclude that a new ingredient is reasonably expected to be safe, which could effectively prevent the marketing of the ingredient.

Furthermore, a company that uses a statement of nutritional support in the labeling for a product is required to possess information substantiating that the statement is truthful and not misleading.

If the FDA determines that a particular statement of nutritional support is an unacceptable drug claim or an unauthorized version of a health claim, or if the FDA determines that a particular claim is not adequately supported by existing scientific evidence or is otherwise false or misleading, the claim cannot be used and any product bearing the claim on its labeling could be subject to regulatory action.

A comparable regulatory regime operates in the European Union, where dietary supplements, including some of our products under the Zarbee’s ® brand, are regulated as food products pursuant to the Food Supplements Directive 2002/46/EC.

Some of our products, including those under the Lactaid ® and Zarbee’s ® brands, that are marketed in the United States are considered dietary supplement products and are governed by the Dietary Supplement Health and Education Act of 1994, which defines and regulates dietary supplements.

A comparable regulatory regime operates in the EU, where dietary supplements, including some of our products under the Zarbee’s ® brand, are regulated as food products pursuant to the Food Supplements Directive 2002/46/EC.

Most EU Member States have implemented notification procedures that require reporting prior to or immediately after the commencement of sales of a dietary supplement.

Labeling and Product Claims

Kenvue is subject to various laws on labeling and product claims, including with respect to the characteristics, quality, safety, performance and benefits of Kenvue’s products.

Kenvue typically is required to have a reasonable basis to support any factual marketing claims, and what constitutes a reasonable basis for substantiation can vary widely from market to market and from product to product.

We are subject to various laws on labeling and product claims, including with respect to the characteristics, quality, safety, performance, and benefits of our products.

We typically are required to have a reasonable basis to support any factual marketing claims, and what constitutes a reasonable basis for substantiation can vary widely from market to market and from product to product.

For example, while cosmetic labeling does not require FDA premarket approval, the FDA regulates cosmetic labeling claims and monitors, and takes action against, claims that are not truthful, are misleading, or make medicinal claims.

The FDA is also responsible for taking action against any misbranded dietary supplement product after it reaches the market.

In addition, while Kenvue’s labeling and advertising claims for its monograph drug products, such as certain

Benadryl ® , Tylenol ® and Neutrogena ® products, and advertising claims for NDA products are not subject to approval by the FDA, labeling claims for Kenvue’s NDA products, such as certain Zyrtec ® , Pepcid ® , Imodium ® and Motrin ® products, are approved by the FDA.

In certain circumstances, Kenvue may also be subject to additional regulations depending on the nature of the labeling and product claims.

In addition, while our labeling and advertising claims for our monograph drug products, such as certain Benadryl ® , Tylenol ®, and Neutrogena ® products, and advertising claims for NDA products are not subject to approval by the FDA, labeling claims for our NDA products, such as certain Zyrtec ® , Pepcid ® , Imodium ® , and Motrin ® products, are approved by the FDA.

In certain circumstances, we may also be subject to additional regulations depending on the nature of the labeling and product claims.

For example, the U.S.

Department of Agriculture enforces federal standards for organic production and use of the term “organic” on product labeling.

The FTC regulates the use of endorsements and testimonials in advertising as well as relationships between Kenvue, on the one hand, and advertisers and influencers, on the other hand, pursuant to principles described in the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Endorsement Guides”).

The FTC regulates the use of endorsements and testimonials in advertising as well as relationships between us, on the one hand, and advertisers and influencers, on the other hand, pursuant to principles described in the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Endorsement Guides”).

The Endorsement Guides provide that an endorsement should reflect the honest opinion of the endorser and cannot be used to make a claim about a product that the product’s marketer could not itself legally make.

The Endorsement Guides also stipulate that, if there is a connection between an endorser and the marketer that consumers would not expect and this connection would affect how consumers evaluate the endorsement, then that connection should be disclosed.

If Kenvue’s advertising claims or claims made by its social media influencers or by other endorsers with whom Kenvue has a material connection do not comply with the Endorsement Guides or any requirements of the FTC Act or similar state requirements, then the FTC and state authorities could subject Kenvue to investigations and enforcement actions, impose penalties, require Kenvue to pay monetary consumer redress, require Kenvue to revise its marketing materials or require Kenvue to accept burdensome injunctions, any of which could adversely affect Kenvue’s business, results of operations or financial condition.

If our advertising claims or claims made by our social media influencers

or by other endorsers with whom we have a material connection do not comply with the Endorsement Guides or any requirements of the FTC Act or similar state requirements, then the FTC and state authorities could subject us to investigations and enforcement actions, impose penalties, require us to pay monetary consumer redress, require us to revise our marketing materials, or require us to accept burdensome injunctions, any of which could adversely affect us.

Furthermore, the National Advertising Division (“NAD”) of the Better Business Bureau administers a self-regulatory program of the advertising industry to ensure truth and accuracy in national advertising.

NAD monitors national advertising and entertains inquiries and challenges from competitors and consumers.

Kenvue may also be subject to various state consumer protection laws, including California’s Proposition 65, which requires a specific warning on any product that contains a substance listed by California as having been found to cause cancer or birth defects, unless the level of such substance in the product is below a safe harbor level.

In the European Union, advertising of products is subject both to general consumer advertising requirements pursuant to the Unfair Commercial Practices Directive (Directive 2005/29/EC), which imposes a general prohibition on misleading and aggressive advertising, as well as more specific regulations in respect of various product classifications.

For example, pursuant to Directive 2001/83/EC, advertisements of Kenvue’s OTC products must, among other requirements, 1) be set out in such a way that it is clear that the message is an advertisement and that the product is clearly identified as a medicinal product, 2) not refer to claims of recovery in improper, alarming or misleading terms and 3) not suggest that the effects of taking the medicine are guaranteed, are unaccompanied by adverse reactions or are better than, or equivalent to, those of another treatment or medicinal product.

The European Union has also established a legal framework for cosmetic labeling claims based on the Cosmetics Products Regulation (Regulation (EC) No 1223/2009).

We may also be subject to various state consumer protection laws, including California’s Proposition 65, which requires a specific warning on any product that contains a substance listed by California as having been found to cause cancer or birth defects, unless the level of such substance in the product is below a safe harbor level.

In the EU, advertising of products is subject both to general consumer advertising requirements pursuant to the Unfair Commercial Practices Directive (Directive 2005/29/EC), which imposes a general prohibition on misleading and aggressive advertising, as well as more specific regulations in respect of various product classifications.

For example, pursuant to Directive 2001/83/EC, advertisements of our OTC products must, among other requirements, 1) be set out in such a way that it is clear that the message is an advertisement and that the product is clearly identified as a medicinal product, 2) not refer to claims of recovery in improper, alarming, or misleading terms, and 3) not suggest that the effects of taking the medicine are guaranteed, are unaccompanied by adverse reactions or are better than, or equivalent to, those of another treatment or medicinal product.

The EU has also established a legal framework for cosmetic labeling claims based on the Cosmetics Products Regulation (Regulation (EC) No.

So-called “responsible persons” must ensure that a cosmetic product made available on the market is safe for human health when used under normal or reasonably foreseeable conditions, taking into account presentation, labeling, instructions for use and disposal and any other indication or information provided by the responsible person.

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Environment, Health, and Safety

The EPA and parallel state and local authorities in the United States, as well as comparable authorities around the world, enforce a broad range of environmental laws and regulations in the jurisdictions in which we manufacture and sell our products or otherwise operates our business.

These include requirements governing product content and labeling, the handling, manufacture, transportation, storage, use and disposal of chemicals and other hazardous materials and wastes, the discharge and emission of pollutants and the cleanup of contamination in the environment.

These include requirements governing product content and labeling;

the handling, manufacture, transportation, storage, use, and disposal of chemicals and other hazardous materials and wastes;

the discharge and emission of pollutants;

and the cleanup of contamination in the environment.

For more information on the broad range of environmental, health, and safety laws that Kenvue is subject to.

See “Risk Factor s— Risks Related to Government Regulation and Legal Proceedings — We are 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 our business, results of operations or financial condition.”

We are also subject to extensive and evolving regulations regarding the manufacturing, processing, distribution, importing, exporting and labeling of our products and their raw materials.

In the European Union, the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) regulations came into effect in 2007, with implementation rolling out over time.

See Part I, Item 1A, “Risk Factors — Risks Related to Government Regulation and Legal Proceedings — We are 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 us.”

We are also subject to extensive and evolving regulations regarding the manufacturing, processing, distribution, importing, exporting, registration, and labeling of our products and their raw materials.

In the EU, the Registration, Evaluation, Authorisation, and Restriction of Chemicals (“REACH”) regulations came into effect in 2007, with implementation rolling out over time.

Registered chemicals then can be subject to further evaluation and potential restrictions.

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We are 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.

In the United States, we are subject to a range of privacy and data protection laws and regulations, the specific requirements of which vary from state to state.

In the United States, we are subject to a growing number of privacy and data protection laws and regulations, the specific requirements of which vary from state to state.

We are also subject to federal health information privacy laws.

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In China, we are subject to the Personal Information Protection Law (“PIPL”), which applies to the processing of personal information of natural persons within China, the processing of personal information outside China where the purpose is to provide products and services within China, and the analysis or assessment of the activities of individuals within China.

While similar to the GDPR, the PIPL contains unique requirements not found in the GDPR.

While similar to the EU GDPR, the PIPL contains unique requirements not found in the EU GDPR.

In addition, we are subject to China’s Cybersecurity Law, which establishes its overall security framework, and China’s Data Security Law, which aims to protect the security of processed data.

Additional privacy and data protection laws and regulations are being developed around the world, including in other jurisdictions in which Kenvue operates, and privacy enforcement by governmental authorities globally, particularly on data localization requirements and international data flows, has increased in recent years.

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.

Additional privacy and data protection laws and regulations are being adopted around the world, including in other jurisdictions in which we operate, and privacy enforcement by governmental authorities globally, particularly on data localization requirements and international data flows, has increased in recent years.

Compliance with these new and changing laws has impacted, and may in the future impact, our business strategies, and unforeseen changes to privacy laws may affect our ability to tailor and personalize our products and services to meet our strategic goals or consumer expectations, which could adversely affect our business, results of operations, or financial condition.

Anti-Corruption

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We are also subject to a variety of other laws and regulations in the United States and around the world.

For example, we must comply with an increasing number of laws designed to combat abuses of human rights in supply chain operations.

For example, we must comply with an increasing number of laws designed to combat abuses of human rights in our value chain.

In addition, our selling practices are regulated by competition law authorities in the United States and around the world.

We are also subject to laws and 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 us or our affiliates from doing business in certain

countries or restrict the type of business that may be conducted by us or our 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.

Treasury Department’s Office of Foreign Assets Control and other authorities that may prohibit us or our affiliates from doing business in certain countries or restrict the type of business that may be conducted by us or our affiliates.

For example, actions taken in response to the ongoing military conflict between Russia and Ukraine (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.

In addition, we are subject to trade controls (including import and export restrictions, such as tariffs, sanctions, quotas, or trade barriers) imposed by the United States and other jurisdictions around the world.

Enforcement activities under these laws and regulations could subject us to additional administrative and legal proceedings and actions, which could include claims for civil penalties, criminal sanctions, and administrative remedies.

Our business is generally not seasonal.

However, certain products within our Self Care and Skin Health and Beauty segments are subject to degrees of seasonal sales fluctuations.

For example, in our Self Care segment, certain of our OTC products, such as Tylenol ® and Motrin ® , are typically purchased more frequently during the cold and flu season in the winter or, in the case of Zyrtec ® and Benadryl ® , during high allergy seasons in the spring and the fall.

In addition, in our Skin Health and Beauty segment, sales of our products that contain SPF are typically higher in the summer and sales of our products that contain moisturizers are typically higher in the fall and the winter.

The net effect of these seasonal sales fluctuations on our worldwide annual sales has historically been minimal within each of our business segments and across our business as a whole.

While seasonality has a limited impact on the consolidated Net sales within all three of our reportable segments, we are subject to certain degrees of seasonal sales fluctuations.

For example, in our Self Care segment, certain of our OTC products, such as Tylenol ® and Motrin ® , are typically purchased more frequently in preparation for the cold and flu season in the winter or, in the case of Zyrtec ® and Benadryl ® , during high allergy seasons in the spring and the fall.

In addition, in our Skin Health and Beauty

segment, sales of our products that contain SPF are typically higher in preparation for the summer, and sales of our products that contain moisturizers are typically higher in the fall and the winter.

Finally, in our Essential Health segment, certain of our wound care products are typically purchased more frequently in the summer months.

Available Information

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

All of the Company’s SEC filings are available free of charge on the Company’s investor relations website at https://investors.kenvue.com, as soon as reasonably practicable after having been electronically filed or furnished to the SEC.

We file annual reports, quarterly reports, current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”).

The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at https://www.sec.gov.

The Company encourage investors and others interested in the Company to review the information posted to its investor relations site, the Company's SEC filings, press releases, public conference calls, and webcasts.

The Company’s main corporate website address is kenvue.com .

All of the Company’s SEC filings are available free of charge on the Company’s investor relations website at investors.kenvue.com , as soon as reasonably practicable after having been electronically filed or furnished to the SEC.

We file annual reports, quarterly reports, current reports, proxy statements, and other documents with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The SEC maintains an internet site that contains reports, proxy statements, information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov .

The Company encourages investors and others interested in the Company to review the information posted to its investor relations site, the Company’s SEC filings, press releases, public conference calls, and webcasts.

Use of Website to Provide Information

From time to time, we have used, and expect in the future to use, our website as a means of disclosing material information to the public in a broad, non-exclusionary manner, including for purposes of the SEC’s Regulation Fair Disclosure (Reg FD).

Financial and other material information regarding the Company is routinely posted on our website and accessible at https://investors.kenvue.com.

Financial and other material information regarding the Company, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, is routinely posted on our website and accessible, free of charge, at investors.kenvue.com .

In order to receive notifications regarding new postings to our website, investors are encouraged to enroll on our website to receive automatic email alerts.

None of the information on our website is incorporated into this Annual Report or any other filings the Company makes with the SEC.

None of the information on our website is incorporated into this Annual Report on Form 10-K or any other filings the Company makes with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business