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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-03-01 · 62 added, 40 removed, 136 unchanged (43% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K, management of the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures.

As of December 29, 2024, the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer, Thibaut Mongon, and Chief Financial Officer, Paul Ruh, reviewed and participated in this evaluation of Kenvue’s disclosure controls and procedures.

Based on this evaluation, Messrs.

Mongon and Ruh concluded that, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective.

Management’s Annual Report on Internal Controls Over Financial Reporting

Our annual report on Form 10-K for the fiscal twelve months ended December 31, 2023 does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

The Company’s Chief Executive Officer and Chief Financial Officer reviewed and participated in this evaluation of Kenvue’s disclosure controls and procedures.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 29, 2024, the end of the period covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act.

The Company’s internal control over financial reporting is a process designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, and effected by its Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that 1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company, and 3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

As of December 29, 2024, the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s Chief Executive Officer and Chief Financial Officer reviewed and participated in this evaluation of Kenvue’s internal control over financial reporting.

Based on this evaluation, management concluded that, as of December 29, 2024, the end of the period covered by this Annual Report on Form 10-K, the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of December 29, 2024 and issued an unqualified opinion thereon as stated in their report, which appears under Part II, Item 8 , “Financial Statements and Supplementary Data.”

Changes in Internal Control Over Financial Reporting

During the fiscal three months ended December 29, 2024, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal three months ended September 29, 2024, the Company began a multi-year implementation of a new global enterprise resource planning (“ERP”) system, which will replace and enhance the Company’s existing operating and financial systems.

The ERP system is designed to accurately maintain and enhance the flow of financial information, enhance operational functionality, and accelerate information reporting to the Company’s management.

The implementation is expected to occur in phases over the next several years.

The portion of the new ERP system implementation that has been completed to date did not result in significant changes to the Company’s internal control over financial reporting.

As the phased implementation of the new ERP system continues, the Company will continue to assess whether this new ERP system implementation will materially affect, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

Entry into a Material Definitive Agreement

As detailed in Note 5, “Borrowings—Revolving Credit Facility” to the Consolidated Financial Statements included herein, on March 6, 2023, the Company 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 $4.0 billion available to be drawn in U.S.

dollars and Euros.

On January 30, 2025, the Company requested an extension of the maturity date of its Revolving Credit Facility from March 6, 2028 to March 6, 2029, and on February 21, 2025, such extension became effective with respect to all lenders under the Revolving Credit Facility, each of which accepted such request.

The terms of the Revolving Credit Facility otherwise

remain unchanged.

The foregoing summary is qualified by reference to the copy of the Revolving Credit Facility and the copy of the Form of Notice of Extension attached as Exhibits 10.15 and 10.16, respectively, to this Annual Report on Form 10-K.

Insider Trading Arrangements and Policies

During the fiscal three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a1(f) under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities intended to satisfy the conditions of the affirmative defense provided by Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

During the fiscal three months ended December 29, 2024, none of the Company’s directors or officers (as defined in Rule 16a1(f) under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities intended to satisfy the conditions of the affirmative defense provided by Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be included in the Company’s Proxy Statement and is incorporated herein by reference.

We have adopted a Stock Trading Policy for Directors, Executive Officers and Insiders governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees, or Kenvue itself, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

The foregoing summary of our Stock Trading Policy for Directors, Executive Officers and Insiders does not purport to be complete and is qualified by reference to the full text of such policy, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 19.

Additional information required by this Item will be included in the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days of the end of the Company’s fiscal year ended December 29, 2024 (the “2025 Proxy Statement”) and is incorporated herein by reference.

EXECUTIVE COMPENSATION

11 unchanged sentences

Total 83,192,910 $ 20.42 158,500,599

(1) Consists of all equity-based awards outstanding under the Kenvue 2023 Plan, which was the only equity compensation plan under which equity-based awards were outstanding as of December 31, 2023.

(1) Consists of all equity-based awards outstanding under the Kenvue 2023 Plan (as defined in Note 11, “Stock-Based Compensation,” to the Consolidated Financial Statements included herein), which was the only equity compensation plan under which equity-based awards were outstanding as of December 29, 2024.

This includes stock options, restricted stock units, and performance stock units.

26 unchanged sentences

with the Commission on March 30, 2023 and incorporated herein by reference

4.3 Registration Rights Agreement, dated as of March 22, 2023, by and among Kenvue Inc., as issuer, and J.P.

Morgan Securities LLC, Goldman Sachs & Co.

LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers, filed as Exhibit 4.3 to Amendment No.

3 to Registration Statement on Form S-1 (Registration No.

333-269115) filed by Kenvue Inc.

with the Commission on March 30, 2023 and incorporated herein by reference

4.4 Description of Securities *

4.3 Description of Securities filed as Exhibit 4.4 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference

10.1 Kenvue Inc.

18 unchanged sentences

with the Commission on May 8, 2023 and incorporated herein by reference

10.10 Transition Services Agreement, ( inclusi v e of cumulative amendments ) , by and between Johnson & Johnson and Kenvue Inc.

10.10 Transition Services Agreement (inclusive of cumulative amendments), by and between Johnson & Johnson and Kenvue Inc.

, filed as Exhibit 10.10 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference

10.11 Transition Manufacturing Agreement , dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.7 to the Current Report on Form 8-K filed by Kenvue Inc.

with the Commission on May 8, 2023 and incorporated herein by reference

10.12 Amendment to the Transition Manufacturing Agreement, dated as of December 26, 2024, by and between Johnson & Johnson and Kenvue Inc.

10.13 Registration Rights Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.8 to the Current Report on Form 8-K filed by Kenvue Inc.

8 unchanged sentences

with the Commission on March 30, 2023 and incorporated herein by reference

10.16 Form of Notice of Extension in respect of the Credit Agreement, dated as of March 6, 2023, by and among Kenvue Inc., the Lenders Party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent *

10.17 The Kenvue Excess Savings Plan, effective January 1, 2023, filed as Exhibit 10.10 to Amendment No.

10 unchanged sentences

with the SEC on March 30, 2023 and incorporated herein by reference †

10.18 Consulting Agreement, dated as of October 1, 2022, by and between Johnson & Johnson and Larry Merlo, filed as Exhibit 10.8 to Registration Statement on Form S-1 (Registration No.

333-269115) filed by Kenvue Inc.

with the SEC on January 4, 2023 and incorporated herein by reference

10.19 Form of Global Performance Share Unit Agreement * †

10.20 Form of Global Nonqualified Stock Option Award Agreement * †

10.21 Form of Global Restricted Share Unit Award Agreement * †

21 S ubsidiaries of Kenvue Inc.

10.20 Amendment to Addendum 2 to the Employment Agreement dated June 22, 2022 between JNTL Consumer Health I (Switzerland) GmbH and Carlton Lawson, executed October 22, 2024 * †

10.21 Form of Global Performance Share Unit Agreement , filed as Exhibit 10.19 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference †

10.22 Form of Global Nonqualified Stock Option Award Agreement , filed as Exhibit 10.20 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference †

10.23 Form of Global Restricted Share Unit Award Agreement , filed as Exhibit 10.21 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference †

19 Kenvue Inc.

Stock Trading Policy for Directors, Executive Officers and Insiders, adopted September 18, 2024 *

21 Subsidiaries of Kenvue Inc.

23 Consent of the Company’s Independent Registered Public Accounting Firm *

3 unchanged sentences

32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

97 Kenvue Incentive Compensation Recovery Policy *

97 Kenvue Incentive Compensation Recovery Policy , filed as exhibit 97 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

10 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2024

February 24, 2025

/s/ THIBAUT MONGON

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 1, 2024

February 24, 2025

/s/ THIBAUT MONGON

2 unchanged sentences

(Principal Executive Officer)

March 1, 2024

February 24, 2025

Chief Financial Officer

(Principal Financial Officer)

March 1, 2024

February 24, 2025

/s/ HEATHER HOWLETT

2 unchanged sentences

(Principal Accounting Officer)

March 1, 2024

February 24, 2025

Chair of the Board

March 1, 2024

February 24, 2025

/s/ RICHARD E.

March 1, 2024

February 24, 2025

/s/ TAMARA S.

March 1, 2024

February 24, 2025

/s/ SEEMANTINI GODBOLE

Seemantini Godbole

March 1, 2024

February 24, 2025

/s/ MELANIE L.

March 1, 2024

February 24, 2025

/s/ KATHLEEN M.

February 24, 2025

/s/ VASANT PRABHU

Vasant Prabhu

March 1, 2024

February 24, 2025

/s/ MICHAEL E.

March 1, 2024

/s/ JOSEPH J.

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 9A. Controls and Procedures