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Get filing alertsrevenue $94.2B, net income $26.8B. J&J plans Orthopaedics spin-off, reverses talc reserve, faces STELARA biosimilar erosion
Filed February 11, 2026 · Period ending December 28, 2025 · Compared to 10-K Feb 13, 2025 · ~1 min read
Key Financials
SEC XBRL| Metric | PriorDec 29, 2024 | CurrentDec 28, 2025 | Δ |
|---|---|---|---|
| Revenue | $88.8B | $94.2B | ▲ +6.0% |
| Net income | $14.1B | $26.8B | ▲ +90.6% |
| Diluted EPS | $5.79 | $11.03 | ▲ +90.5% |
| Cash & equivalents | $24.1B | $19.7B | ▼ -18.2% |
| Long-term debt (noncurrent) | $30.7B | $39.4B | ▲ +28.7% |
| Total assets | $180.1B | $199.2B | ▲ +10.6% |
As reported in XBRL by the filer · 10-K vs 10-K. Income figures cover the fiscal year; cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →
Key Number Changes
Prior filing · verify on EDGAR →
Sales of the Company’s largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately 13.1% of the Company's total revenues for fiscal 2024.
Current filing · verify on EDGAR →
Sales of the Company’s largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately 15.0% of the Company's total revenues for fiscal 2025.
Prior filing · verify on EDGAR →
Sales of the Company’s second largest product, STELARA (ustekinumab) accounted for approximately 11.7% of the Company's total revenues for fiscal 2024.
Current filing · verify on EDGAR →
Sales of the Company’s second largest product, STELARA (ustekinumab) accounted for approximately 6.5% of the Company's total revenues for fiscal 2025.
Prior filing · verify on EDGAR →
As of December 29, 2024 and December 31, 2023 the number of employees was approximately: ... Employees(1) 139,800 134,400 Full-time equivalent (FTE) positions(2) 138,100 131,900
Current filing · verify on EDGAR →
As of December 28, 2025 and December 29, 2024 the number of employees was approximately: ... Employees(1) 140,800 139,800 Full-time equivalent (FTE) positions(2) 138,200 138,100
Prior filing · verify on EDGAR →
In 2024, the Company's voluntary turnover rate was 6.3%.
Current filing · verify on EDGAR →
In 2025, the Company's voluntary turnover rate was 5.8%.
Prior filing · verify on EDGAR →
In 2024, 94% of global employees across 73 countries participated in Our Credo Survey which was offered in 36 languages.
Current filing · verify on EDGAR →
In 2025, 95% of global employees across 73 countries participated in Our Credo Survey which was offered in 36 languages.
Prior filing · verify on EDGAR →
In 2024, worldwide sales increased 4.3% to $88.8 billion as compared to an increase of 6.5% in 2023.
Current filing · verify on EDGAR →
In 2025, worldwide sales increased 6.0% to $94.2 billion as compared to an increase of 4.3% in 2024.
Prior filing · verify on EDGAR →
Oncology products achieved sales of $20.8 billion in 2024, representing an increase of 17.7% as compared to the prior year.
Current filing · verify on EDGAR →
Oncology products achieved sales of $25.4 billion in 2025, representing an increase of 22.1% as compared to the prior year.
Prior filing · verify on EDGAR →
Immunology products sales were $17.8 billion in 2024, representing a decrease of 1.2% as compared to the prior year.
Current filing · verify on EDGAR →
Immunology products sales were $15.7 billion in 2025, a decline of 11.8% as compared to the prior year primarily due to the decline of STELARA (ustekinumab) sales driven by the impact of biosimilar competition and Medicare Part D redesign.
Prior filing · verify on EDGAR →
The Cardiovascular franchise, which includes sales from Shockwave Medical (Shockwave) acquired on May 31, 2024, achieved sales of $7.7 billion in 2024, representing an increase of 21.4% from 2023.
Current filing · verify on EDGAR →
The Cardiovascular franchise achieved sales of $8.9 billion in 2025, representing an increase of 15.8% from 2024.
Prior filing · verify on EDGAR →
The Orthopaedics franchise sales were $9.2 billion in 2024, representing an increase of 2.4% from 2023. The fiscal 2024 includes a one-time revenue recognition timing change related to certain products across all Orthopaedic platforms in the U.S. which positively impacted the worldwide Orthopaedics franchise growth as well as the negative impact from the near-term revenue disruption related to the previously announced Orthopaedics restructuring.
Current filing · verify on EDGAR →
The Orthopaedics franchise achieved sales of $9.3 billion in 2025, representing an increase of 1.1% from 2024. All platforms were negatively impacted by revenue disruption from the previously announced Orthopaedics restructuring, which is now substantially complete, the negative impact of volume-based procurement in China and selling days.
Prior filing · verify on EDGAR →
Consolidated earnings before provision for taxes on income was $16.7 billion and $15.1 billion for the years 2024 and 2023, respectively. As a percent to sales, consolidated earnings before provision for taxes on income was 18.8% and 17.7%, in 2024 and 2023, respectively.
Current filing · verify on EDGAR →
Consolidated earnings before provision for taxes on income was $32.6 billion and $16.7 billion for the years 2025 and 2024, respectively. As a percent to sales, consolidated earnings before provision for taxes on income was 34.6% and 18.8%, in 2025 and 2024, respectively.
Prior filing · verify on EDGAR →
In 2024, $17.2 billion was invested in research and development reflecting management’s commitment to create life-enhancing innovations and to create value through partnerships that will profoundly impact of health for humanity.
Current filing · verify on EDGAR →
In 2025, $14.7 billion was invested in research and development reflecting management’s commitment to create life-enhancing innovations and to create value through partnerships that will profoundly impact of health for humanity.
Prior filing · view on EDGAR → · paraphrased
The fiscal year 2024 includes charges of approximately $5.1 billion for talc matters (See Note 19 to the Consolidated Financial Statements for additional details).
Current filing · verify on EDGAR →
The fiscal year 2025 includes the reversal of approximately $7.0 billion, a significant portion of the previously accrued talc reserve and an expense of $0.8 billion for the Auris shareholder litigation.
Prior filing · verify on EDGAR →
In 2024, net debt (cash and current marketable securities, net of debt) was $12.1 billion compared to net debt of $6.4 billion in 2023.
Current filing · verify on EDGAR →
As of December 28, 2025, the net debt position was $27.8 billion as compared to the prior year of $12.1 billion.
Prior filing · verify on EDGAR →
The Company increased its dividend in 2024 for the 62nd consecutive year. Cash dividends paid were $4.91 per share in 2024 and $4.70 per share in 2023.
Current filing · verify on EDGAR →
The Company increased its dividend in 2025 for the 63rd consecutive year. Cash dividends paid were $5.14 per share in 2025 and $4.91 per share in 2024.
Prior filing · verify on EDGAR →
A significant portion of the liability related to rebates is from the sale of the Company's pharmaceutical products within the U.S., primarily the Managed Care, Medicare and Medicaid programs, which amounted to $12.3 billion and $11.5 billion as of December 29, 2024 and December 31, 2023, respectively.
Current filing · verify on EDGAR →
A significant portion of the liability related to rebates is from the sale of the Company's pharmaceutical products within the U.S., primarily the Managed Care, Medicare and Medicaid programs, which amounted to $13.0 billion and $12.3 billion as of December 28, 2025 and December 29, 2024, respectively.
Prior filing · verify on EDGAR →
As of December 29, 2024, the total present value of the reserve to resolve the talc claims is approximately $11.6 billion, of which approximately ten percent is recorded as a current liability.
Current filing · verify on EDGAR →
As of December 28, 2025, the total present value of the reserve to resolve the talc claims is approximately $3.4 billion, comprising previously executed settlement agreements, litigation defense, and other costs.
Prior filing · verify on EDGAR →
The Company’s subsidiaries operate 64 manufacturing facilities as well as sourcing from thousands of suppliers around the world.
Current filing · verify on EDGAR →
The Company’s subsidiaries operate 63 manufacturing facilities as well as sourcing from thousands of suppliers around the world.
Key Changes
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high
Announced October 2025 plan to separate Orthopaedics business within 18-24 months; completion uncertain, subject to regulatory approvals and Board consent. Separation costs will be significant.
Business: Orthopaedics separation verify on EDGAR → -
high
Reversed ~$7.0B of talc litigation reserve, reducing balance from $11.6B to $3.4B. Removed detailed bankruptcy plan language from prior filing, suggesting settlement progress or scope change.
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high
STELARA sales collapsed 41% to $6.1B (from $10.4B) due to biosimilar competition, dragging worldwide operational sales growth down 6.2 percentage points. Revenue contribution fell from 11.7% to 6.5%.
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high
DARZALEX now 15% of total revenue (up from 13.1%), with disclosed royalty payments to Genmab of $2.4B in FY2025 at 12-20% rate. Oncology sales grew 22% to $25.4B, now listed first among therapeutic areas.
Business: DARZALEX revenue & royalty verify on EDGAR → -
high
Acquired Intra-Cellular Therapies for $14.5B (April 2025), funded by $9.2B debt issuance. Net debt increased to $27.8B from $12.1B. CAPLYTA contributed $700M in Neuroscience sales.
Summary
Johnson & Johnson announced a major portfolio restructuring in October 2025: spinning off its Orthopaedics business within 18-24 months. The separation introduces execution risk—completion depends on works council consultations, Board approval, and regulatory clearances, with no guarantee of timing or success.
Meanwhile, the company reversed approximately $7 billion of its talc litigation reserve, dropping the balance from $11.6 billion to $3.4 billion and removing detailed bankruptcy plan language from the prior filing. This suggests meaningful progress in resolving claims, though $3.4 billion remains accrued.
On the commercial side, STELARA biosimilar competition hit hard: sales fell 41% to $6.1 billion, shaving 6.2 percentage points off worldwide operational growth. DARZALEX partially offset this, growing 23% and now representing 15% of total revenue, with newly disclosed royalty payments to Genmab of $2.4 billion. The company acquired Intra-Cellular Therapies for $14.5 billion in April 2025, adding CAPLYTA to the neuroscience portfolio and pushing net debt to $27.8 billion. Oncology is now the lead therapeutic area by revenue ($25.4B, +22%), while Immunology declined 12% on STELARA erosion. Watch for Orthopaedics separation execution updates, OPSUMIT generic entry in 2026, and whether TREMFYA growth (40.5%) can sustain Immunology momentum as STELARA fades. Full-year results not summarized above: net income of $26.8B against $14.1B a year earlier, and diluted EPS of $11.03 against $5.79 a year earlier.
Section-by-Section Diff
Business
JNJ announced Orthopaedics separation, added new products, updated IRA litigation status, and disclosed DARZALEX royalty details.
Added in current filing · verify on EDGAR →
In October 2025, the Company announced its intention to separate its Orthopaedics business. The Company intends to explore multiple paths to effect the planned separation with a targeted completion within 18 to 24 months after the initial announcement.
Johnson & Johnson announced in October 2025 that it plans to separate its Orthopaedics business, targeting completion within 18-24 months. This represents a significant strategic restructuring of the MedTech segment, which will reduce the company's product portfolio and potentially unlock value through a spin-off or sale.
Added in current filing · verify on EDGAR →
RYBREVANT (amivantamab), a fully-human bispecific antibody for adults with EGFR-mutated non-small cell lung cancer and LAZCLUZE (lazertinib), an oral, brain-penetrant EGFR tyrosine kinase inhibitor for non-small cell lung cancer; RYBREVANT FASPRO (amivantamab and hyaluronidase-lpuj), a subcutaneous therapy for patients with non-small cell lung cancer; TALVEY (talquetamab-tgvs) a bispecific antibody for adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy
The company added three new oncology products to its key product list: RYBREVANT and LAZCLUZE for lung cancer, RYBREVANT FASPRO (subcutaneous formulation), and TALVEY for multiple myeloma. These additions expand the Innovative Medicine portfolio in high-value oncology indications and represent new revenue streams.
Added in current filing · verify on EDGAR →
CAPLYTA (lumateperone) is used in adults along with an antidepressant to treat major depressive disorder (MDD), depressive episodes associated with bipolar I or bipolar II disorder (bipolar depression) alone or with lithium or valproate; or to treat schizophrenia
CAPLYTA now appears in the key products list with expanded indications including major depressive disorder, bipolar depression, and schizophrenia. This neuroscience product was not highlighted in the prior year's key products, suggesting increased commercial importance.
Added in current filing · verify on EDGAR →
Royalty rate ranges from 12% to 20% of total DARZALEX net sales. For the fiscal 2025 and 2024, royalty amounts to Genmab were approximately $2.4 billion and $2.0 billion, respectively.
The company disclosed for the first time the specific royalty rate range (12-20%) and dollar amounts paid to Genmab for DARZALEX: $2.4 billion in fiscal 2025 and $5.1 billion in fiscal 2024. This transparency provides investors with visibility into the significant cost structure of the company's largest product.
Previous filing · verify on EDGAR →
Sales of the Company’s largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately 13.1% of the Company's total revenues for fiscal 2024.
Current filing · verify on EDGAR →
Sales of the Company’s largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately 15.0% of the Company's total revenues for fiscal 2025.
DARZALEX's contribution to total company revenues increased from 13.1% in fiscal 2024 to 15.0% in fiscal 2025, reflecting continued strong growth of the company's largest product. This increasing concentration in a single product family heightens revenue dependency risk.
Previous filing · verify on EDGAR →
Sales of the Company’s second largest product, STELARA (ustekinumab) accounted for approximately 11.7% of the Company's total revenues for fiscal 2024.
Current filing · verify on EDGAR →
Sales of the Company’s second largest product, STELARA (ustekinumab) accounted for approximately 6.5% of the Company's total revenues for fiscal 2025.
This represents a significant revenue headwind for the Innovative Medicine segment.
Added in current filing · verify on EDGAR →
Sales of the Company’s third largest product, TREMFYA (guselkumab), accounted for approximately 5.5% of the Company's total revenues for fiscal 2025. Janssen Biotech, Inc. owns multiple patent families related to TREMFYA, including a composition patent family projected to expire in the United States in 2031. In addition, Janssen Biotech, Inc. is a party to license agreements related to TREMFYA with an aggregate royalty rate of approximately 5.0% of total TREMFYA net sales payable to third parties.
TREMFYA is now disclosed as the third largest product at 5.5% of total revenues, with new details on patent expiration (2031 in the U.S.) and a 5% royalty rate to third parties. This disclosure provides investors with visibility into the product's growing importance and its cost structure.
Previous filing · verify on EDGAR →
In April 2024, Janssen appealed the district court’s denial of its summary judgment motion to the Third Circuit.
Current filing · verify on EDGAR →
In December 2025, Janssen sought review by the U.S. Supreme Court of the Third Circuit majority's affirmance of the district court's denial of its summary judgment motion.
The IRA litigation has progressed: the Third Circuit affirmed the district court's denial, and in December 2025 Janssen escalated to the U.S. Supreme Court. This indicates the company is pursuing all available legal avenues to challenge the IRA's drug pricing provisions, though success remains uncertain.
Added in current filing · verify on EDGAR →
CMS has indicated that, beginning in 2027, it will remove Xarelto and Stelara from the Selected Drug List, such that the products will no longer be subject to the IRA's minimum pricing provisions. In January 2026, CMS published the Selected Drug list for 2028, which includes ERLEADA.
CMS will remove XARELTO and STELARA from the Selected Drug list starting in 2027, ending IRA pricing controls on those products. However, ERLEADA was added to the 2028 Selected Drug list, subjecting it to government-established pricing. This represents a mixed outcome with one new product facing pricing pressure.
Added in current filing · verify on EDGAR →
In January 2026, the Company reached an agreement with the U.S. Administration to improve access to medicines and lower costs for U.S. patients.
Johnson & Johnson reached an agreement with the U.S. Administration in January 2026 focused on improving access and lowering costs. The disclosure does not provide specifics on the agreement's terms, but it suggests a negotiated approach to drug pricing beyond the IRA litigation.
Previous filing · verify on EDGAR →
The impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as litigation filed by Janssen and other pharmaceutical companies remains ongoing and while CMS has publicly announced the maximum fair price for each of the selected drugs, implementation of the program is still in progress.
Current filing · verify on EDGAR →
While the impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as litigation filed by Janssen and other pharmaceutical companies remains ongoing, CMS has publicly announced the maximum fair price for each of the selected drugs and has recently begun implementing the program.
The language shifted from "implementation of the program is still in progress" to "has recently begun implementing the program," indicating the IRA drug pricing program has moved from planning to active implementation. This represents a more concrete near-term pricing impact.
Previous filing · verify on EDGAR →
According to patent settlement and license agreements, the Company expects continued launches of biosimilar versions of STELARA in Europe and the United States in 2025 which will impact the Company’s sales of STELARA.
Current filing · verify on EDGAR →
The Company expects continued launches of biosimilar versions of STELARA globally which will continue to negatively impact the Company’s sales of STELARA.
The disclosure changed from expecting biosimilar launches "in 2025" to "continued launches...globally," and explicitly states these "will continue to negatively impact" sales. The prior language was forward-looking to 2025; the current language acknowledges ongoing global biosimilar erosion as a present reality.
Previous filing · verify on EDGAR →
The Innovative Medicine segment is focused on the following therapeutic areas: Immunology (e.g., rheumatoid arthritis, psoriatic arthritis, inflammatory bowel disease and psoriasis), Infectious Diseases (e.g., HIV/AIDS), Neuroscience (e.g., mood disorders, neurodegenerative disorders and schizophrenia), Oncology (e.g., prostate cancer, hematologic malignancies, lung cancer and bladder cancer), Cardiovascular and Metabolism (e.g., thrombosis, diabetes and macular degeneration) and Pulmonary Hypertension (e.g., Pulmonary Arterial Hypertension).
Current filing · verify on EDGAR →
The Innovative Medicine segment is focused on the following therapeutic areas: Oncology (e.g., prostate cancer, hematologic malignancies, lung cancer and bladder cancer), Immunology (e.g., rheumatoid arthritis, psoriatic arthritis, inflammatory bowel disease and psoriasis), Neuroscience (e.g., mood disorders, neurodegenerative disorders and schizophrenia), Pulmonary Hypertension (e.g., Pulmonary Arterial Hypertension), Infectious Diseases (e.g., HIV/AIDS) and Cardiovascular and Metabolism (e.g., thrombosis, diabetes and macular degeneration).
Oncology moved from fourth position to first in the therapeutic area listing, reflecting its increased strategic importance. This reordering signals management's prioritization of the oncology portfolio, consistent with DARZALEX's growing revenue contribution and the addition of new oncology products.
Previous filing · verify on EDGAR →
TREMFYA (guselkumab), a treatment for adults with moderate to severe plaque psoriasis and active psoriatic arthritis and ulcerative colitis
Current filing · verify on EDGAR →
TREMFYA (guselkumab), a treatment for patients with moderate-to-severe plaque psoriasis, active psoriatic arthritis, moderate-to-severe Crohn’s disease and moderate-to-severe ulcerative colitis
TREMFYA's indication list was expanded to explicitly include moderate-to-severe Crohn's disease, which was not mentioned in the prior year. This represents label expansion into inflammatory bowel disease, broadening the product's addressable market.
Show 18 minor / wording changes
Previous filing · verify on EDGAR →
The MedTech segment includes a broad portfolio of products used in the cardiovascular, orthopaedics, surgery, and vision categories.
Current filing · verify on EDGAR →
The MedTech segment develops and manufactures a broad portfolio of products used in cardiovascular, orthopaedics, surgery, and vision supporting physicians, hospitals, eye care professionals and healthcare systems across a wide range of acute and elective procedures. These products are designed to address disease states where procedural intervention plays a central role in treatment and patient outcomes.
The MedTech description was expanded to emphasize that products support physicians and healthcare systems across acute and elective procedures, and are designed to address disease states where procedural intervention is central. This more detailed positioning language highlights the segment's clinical value proposition.
Previous filing · verify on EDGAR →
The Cardiovascular (previously referred to as Interventional solutions) portfolio includes electrophysiology products to treat heart rhythm disorders, the heart recovery portfolio (Abiomed) which includes technologies to treat severe coronary artery disease requiring high-risk PCI or AMI cardiogenic shock, circulatory restoration products (Shockwave) for the treatment of calcified coronary artery disease (CAD) and peripheral artery disease (PAD), and neurovascular care that treats hemorrhagic and ischemic stroke.
Current filing · verify on EDGAR →
The Cardiovascular portfolio includes electrophysiology products used to diagnose and treat heart rhythm disorders, mechanical circulatory support technologies (Abiomed) used in patients with cardiogenic shock or those undergoing a high-risk percutaneous coronary intervention (PCI), circulatory restoration products (Shockwave) for the treatment of calcified coronary artery disease (CAD) and peripheral artery disease (PAD), and neurovascular care that treats stroke and other conditions.
The Cardiovascular portfolio description was refined: electrophysiology now includes "diagnose and treat" (not just treat), Abiomed is described as "mechanical circulatory support technologies" (more precise than "heart recovery portfolio"), and neurovascular care now treats "stroke and other conditions" (broader than just hemorrhagic and ischemic stroke). These changes reflect product positioning evolution.
Previous filing · verify on EDGAR →
The Surgery portfolios include advanced and general surgery technologies, as well as solutions that focus on breast aesthetics and reconstruction (Mentor).
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The Surgery portfolio includes a range of surgical products and enabling technologies for use across open, laparoscopic and robotic surgical procedures. This portfolio includes instrumentation, energy devices, stapling systems, wound closure, biosurgery products, and digital and robotic technologies designed to support procedural consistency and efficiency across multiple surgical specialties. The Surgery portfolio also includes solutions that focus on breast aesthetics and reconstruction (Mentor).
The Surgery portfolio description was significantly expanded to detail specific product categories (instrumentation, energy devices, stapling, wound closure, biosurgery) and emphasize digital and robotic technologies that support procedural consistency. This more comprehensive description highlights the breadth and technological sophistication of the portfolio.
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Vision products include ACUVUE brand contact lenses and TECNIS intraocular lenses for cataract surgery.
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The Vision portfolio includes contact lenses marketed under the ACUVUE brand, TECNIS premium intraocular lenses for cataract surgery, and other products used in cataract and refractive procedures. Vision products are used by eye care professionals and ophthalmic surgeons and span both corrective and surgical vision care.
The Vision portfolio description was expanded to specify TECNIS as "premium" intraocular lenses, add "other products used in cataract and refractive procedures," and clarify that products span both corrective and surgical vision care. This provides more complete portfolio positioning.
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OPSUMIT (macitentan) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH)
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OPSUMIT (macitentan)/OPSYNVI (macitentan/tadalafil) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH)
The disclosure now includes OPSYNVI (macitentan/tadalafil), a combination product, alongside OPSUMIT monotherapy. This reflects the addition of a new PAH product formulation to the portfolio.
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TECVAYLI (teclistamab-cqyv), a ready-to-use bispecific antibody for adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy
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TECVAYLI (teclistamab-cqyv), a bispecific antibody for adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy
The "ready-to-use" descriptor was removed from TECVAYLI's description. This is a minor product positioning change that does not affect the clinical indication or market positioning.
Removed from previous filing · verify on EDGAR →
which in the aggregate are believed to be of material importance to the Company in the operation of its businesses.
The general statement that patents "in the aggregate are believed to be of material importance" was removed from the Patents section. The company still discusses specific material patents (DARZALEX, TREMFYA) but removed the aggregate materiality language, likely for legal precision.
Removed from previous filing · verify on EDGAR →
Accordingly, the patents related to these products are believed to be material to the Company.
The explicit statement that DARZALEX patents "are believed to be material to the Company" was removed, though the product remains the largest at 15% of revenues. This is likely a legal drafting change rather than a substantive shift in patent importance.
Removed from previous filing · verify on EDGAR →
The Company considers these trademarks in the aggregate to be of material importance in the operation of its businesses.
The statement that trademarks "in the aggregate" are of material importance was removed from the Trademarks section. This appears to be a legal drafting change for consistency with the Patents section revision.
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In some cases, the Company’s subsidiaries may deem it advisable to initiate product recalls regardless of whether it has been required or directed to.
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In some cases, the Company’s subsidiaries may deem it advisable to initiate field actions, such as product recalls, regardless of whether it has been required or directed to.
The language was broadened from "product recalls" to "field actions, such as product recalls," indicating that voluntary corrective actions may include measures beyond full recalls (e.g., field corrections, safety communications). This provides more flexibility in describing the company's proactive safety measures.
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withdraw approval for such products
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withdraw approval/clearance/classification for such products
The FDA enforcement language was expanded from "withdraw approval" to "withdraw approval/clearance/classification," reflecting the different regulatory pathways for drugs (approval) versus medical devices (clearance/classification). This is a technical accuracy improvement.
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Federal and foreign laws governing international business practices require strict compliance with anti-bribery standards and certain prohibitions with respect to payments to any foreign government official.
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Federal and foreign laws governing international business practices require strict compliance with anti-corruption standards and certain prohibitions with respect to payments to any foreign government official.
The terminology changed from "anti-bribery standards" to "anti-corruption standards," which is broader and encompasses bribery plus other corrupt practices. This reflects evolving compliance language and potentially broader regulatory scope.
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As of December 29, 2024 and December 31, 2023 the number of employees was approximately: ... Employees(1) 139,800 134,400 Full-time equivalent (FTE) positions(2) 138,100 131,900
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As of December 28, 2025 and December 29, 2024 the number of employees was approximately: ... Employees(1) 140,800 139,800 Full-time equivalent (FTE) positions(2) 138,200 138,100
Employee headcount increased modestly from 139,800 to 140,800, and FTE positions from 138,100 to 138,200 year-over-year. This represents stable workforce levels with minimal net growth, consistent with a mature company managing costs.
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In 2024, the Company's voluntary turnover rate was 6.3%.
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In 2025, the Company's voluntary turnover rate was 5.8%.
Voluntary turnover improved from 6.3% in 2024 to 5.8% in 2025, indicating better employee retention. Lower turnover reduces recruiting and training costs and suggests improved employee satisfaction.
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In 2024, 94% of global employees across 73 countries participated in Our Credo Survey which was offered in 36 languages.
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In 2025, 95% of global employees across 73 countries participated in Our Credo Survey which was offered in 36 languages.
Employee participation in the Credo Survey increased from 94% to 95%, indicating high and improving engagement with the company's culture and feedback mechanisms.
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To prioritize learning, the Company recently held Johnson & Johnson's second Global Learning Day. Employees were encouraged to set aside a full day to explore skill-building courses on J&J Learn, the new state-of-the-art learning platform.
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To prioritize learning, the Company has an annual Global Learning Day in which employees are encouraged to set aside a full day to explore skill-building courses on its state-of-the-art learning platform, J&J Learn.
The description changed from "recently held...second Global Learning Day" to "has an annual Global Learning Day," indicating the event has become an established annual program rather than a recent initiative. The platform is no longer described as "new."
The detailed bullet-point list of workforce diversity strategies was removed and replaced with a shorter statement. The current version states "we continually strive to meet the needs of our global workforce" and "committed to cultivating an inclusive, Credo‑based work environment where employees are recognized and rewarded based on merit," but omits the specific three-point strategy and the reference to "evidence based strategies" and "global best practices." This represents streamlined disclosure rather than a change in underlying approach.
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www.jnj.com/mediacenter
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www.jnj.com/media-center
The media center URL changed from "mediacenter" (one word) to "media-center" (hyphenated). This is a technical website structure change with no business impact.
MD&A
FY2025 results show 6% sales growth, major talc reserve reversal, Orthopaedics separation announcement, and STELARA biosimilar impact.
Added in current filing · verify on EDGAR →
In October 2025, the Company announced its intention to separate its Orthopaedics business. The Company intends to explore multiple paths to effect the planned separation with a targeted completion within 18 to 24 months after the initial announcement.
The Company announced a planned separation of its Orthopaedics business in October 2025, targeting completion within 18-24 months. This represents a significant strategic restructuring of the MedTech segment, which will reduce the Company's footprint in the orthopedic devices market.
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The Innovative Medicine segment is focused on the following therapeutic areas: Immunology, Infectious Diseases, Neuroscience, Oncology, Pulmonary Hypertension, and Cardiovascular and Metabolism.
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The Innovative Medicine segment is focused on the following therapeutic areas: Oncology, Immunology, Neuroscience, Pulmonary Hypertension, Infectious Diseases, and Cardiovascular and Metabolism.
The Company reordered its therapeutic area listing to place Oncology first, ahead of Immunology. This reflects Oncology's growing prominence in the portfolio, with Oncology sales of $25.4 billion in 2025 now exceeding Immunology sales of $15.7 billion.
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The MedTech segment includes a broad portfolio of products used in the Orthopaedic, Surgery, Cardiovascular (previously referred to as Interventional Solutions) and Vision fields.
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The MedTech segment includes a broad portfolio of products used in the Surgery, Orthopaedic, Cardiovascular and Vision fields.
The Company reordered its MedTech franchise listing to place Surgery first, ahead of Orthopaedics. This may reflect Surgery's larger revenue base ($10.1 billion) compared to Orthopaedics ($9.3 billion) in 2025, or signal strategic prioritization ahead of the planned Orthopaedics separation.
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In 2024, worldwide sales increased 4.3% to $88.8 billion as compared to an increase of 6.5% in 2023.
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In 2025, worldwide sales increased 6.0% to $94.2 billion as compared to an increase of 4.3% in 2024.
Worldwide sales grew 6.0% in 2025 to $94.2 billion, accelerating from 4.3% growth in 2024. Volume growth of 8.4% was partially offset by negative price impact of 3.1%, reflecting pricing pressures including Medicare Part D redesign impacts.
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In the fiscal year 2025, the negative impact of the STELARA sales decline, due to biosimilar competition, was approximately 6.2%, 7.6% and 4.4% on worldwide, U.S. and international operational sales, respectively.
STELARA biosimilar competition had a significant negative impact on 2025 sales growth, reducing worldwide operational sales by 6.2%, U.S. by 7.6%, and international by 4.4%. STELARA sales declined 41.3% to $6.1 billion in 2025 from $10.4 billion in 2024, driven by biosimilar launches.
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Oncology products achieved sales of $20.8 billion in 2024, representing an increase of 17.7% as compared to the prior year.
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Oncology products achieved sales of $25.4 billion in 2025, representing an increase of 22.1% as compared to the prior year.
Oncology sales grew 22.1% to $25.4 billion in 2025, accelerating from 17.7% growth in 2024. Growth was driven by DARZALEX (23.0% growth), CARVYKTI (95.9% growth), ERLEADA (19.2% growth), and launches of TECVAYLI, TALVEY, and RYBREVANT/LAZCLUZE.
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Immunology products sales were $17.8 billion in 2024, representing a decrease of 1.2% as compared to the prior year.
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Immunology products sales were $15.7 billion in 2025, a decline of 11.8% as compared to the prior year primarily due to the decline of STELARA (ustekinumab) sales driven by the impact of biosimilar competition and Medicare Part D redesign.
Immunology sales declined 11.8% to $15.7 billion in 2025, a sharp deterioration from the 1.2% decline in 2024. The decline was driven by STELARA biosimilar competition and Medicare Part D redesign impacts, partially offset by TREMFYA growth of 40.5%.
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Neuroscience products, which include sales of CAPLYTA (lumateperone) acquired with the Intra-Cellular Therapies (Intra-Cellular) acquisition on April 2, 2025, achieved sales of $7.8 billion in 2025, representing an increase of 10.1% as compared to the prior year.
The Company acquired Intra-Cellular Therapies on April 2, 2025, adding CAPLYTA (lumateperone) to the Neuroscience portfolio. CAPLYTA contributed $700 million in sales in 2025, supporting the 10.1% growth in Neuroscience products.
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The Company expects generic competition for OPSUMIT in 2026, which would likely result in a significant reduction in future sales.
The Company disclosed that it expects generic competition for OPSUMIT (macitentan) in 2026, which would likely result in a significant reduction in future sales. OPSUMIT/OPSYNVI achieved sales of $2.3 billion in 2025.
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At least two biosimilars are pursuing regulatory approval for a SIMPONI biosimilar in the United States, which would likely result in a significant reduction in future sales.
The Company disclosed that at least two biosimilars are pursuing regulatory approval for SIMPONI in the United States, which would likely result in a significant reduction in future sales. SIMPONI/SIMPONI ARIA achieved sales of $2.7 billion in 2025.
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The Cardiovascular franchise, which includes sales from Shockwave Medical (Shockwave) acquired on May 31, 2024, achieved sales of $7.7 billion in 2024, representing an increase of 21.4% from 2023.
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The Cardiovascular franchise achieved sales of $8.9 billion in 2025, representing an increase of 15.8% from 2024.
Cardiovascular franchise sales grew 15.8% to $8.9 billion in 2025, decelerating from 21.4% growth in 2024. Growth was driven by Electrophysiology (7.0%), Abiomed (17.1%), and Shockwave ($1.1 billion in sales). The deceleration reflects the lapping of the Shockwave acquisition.
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The Orthopaedics franchise sales were $9.2 billion in 2024, representing an increase of 2.4% from 2023. The fiscal 2024 includes a one-time revenue recognition timing change related to certain products across all Orthopaedic platforms in the U.S. which positively impacted the worldwide Orthopaedics franchise growth as well as the negative impact from the near-term revenue disruption related to the previously announced Orthopaedics restructuring.
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The Orthopaedics franchise achieved sales of $9.3 billion in 2025, representing an increase of 1.1% from 2024. All platforms were negatively impacted by revenue disruption from the previously announced Orthopaedics restructuring, which is now substantially complete, the negative impact of volume-based procurement in China and selling days.
Orthopaedics franchise growth slowed to 1.1% in 2025 from 2.4% in 2024. The Company noted that the previously announced Orthopaedics restructuring is now substantially complete, but all platforms were negatively impacted by revenue disruption, China volume-based procurement, and selling days.
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Consolidated earnings before provision for taxes on income was $16.7 billion and $15.1 billion for the years 2024 and 2023, respectively. As a percent to sales, consolidated earnings before provision for taxes on income was 18.8% and 17.7%, in 2024 and 2023, respectively.
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Consolidated earnings before provision for taxes on income was $32.6 billion and $16.7 billion for the years 2025 and 2024, respectively. As a percent to sales, consolidated earnings before provision for taxes on income was 34.6% and 18.8%, in 2025 and 2024, respectively.
Earnings before tax margin expanded significantly to 34.6% in 2025 from 18.8% in 2024, driven primarily by the reversal of approximately $7.0 billion of the previously accrued talc reserve. Excluding this reversal, the underlying margin improvement reflects lower R&D expense and corporate administrative expense rationalization.
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In 2024, $17.2 billion was invested in research and development reflecting management’s commitment to create life-enhancing innovations and to create value through partnerships that will profoundly impact of health for humanity.
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In 2025, $14.7 billion was invested in research and development reflecting management’s commitment to create life-enhancing innovations and to create value through partnerships that will profoundly impact of health for humanity.
R&D expense declined to $14.7 billion in 2025 from $17.2 billion in 2024, a decrease of 14.9%. The decline was driven by the absence of the $1.25 billion Yellow Jersey acquisition charge in 2024, the absence of $0.8 billion in MedTech IPR&D charges in 2024, and investment prioritization in Innovative Medicine.
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The fiscal year 2024 includes charges of approximately $5.1 billion for talc matters (See Note 19 to the Consolidated Financial Statements for additional details).
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The fiscal year 2025 includes the reversal of approximately $7.0 billion, a significant portion of the previously accrued talc reserve and an expense of $0.8 billion for the Auris shareholder litigation.
The Company reversed approximately $7.0 billion of the previously accrued talc reserve in 2025, a significant portion of the total reserve. This reversal was partially offset by an $0.8 billion charge for Auris shareholder litigation. In 2024, the Company recorded $5.1 billion in talc charges.
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In the fiscal first quarter of 2025, the Company issued senior unsecured notes for a total of $9.2 billion. For additional details on borrowings, see Note 7 to the Consolidated Financial Statements. The net proceeds from this offering were used to fund the Intra-Cellular Therapies, Inc. acquisition for approximately $14.5 billion which closed on April 2, 2025, and for general corporate purposes.
The Company issued $9.2 billion in senior unsecured notes in Q1 2025 to fund the $14.5 billion acquisition of Intra-Cellular Therapies (CAPLYTA), which closed on April 2, 2025. This increased the debt balance to $47.9 billion at year-end 2025 from $36.6 billion in 2024.
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In 2024, net debt (cash and current marketable securities, net of debt) was $12.1 billion compared to net debt of $6.4 billion in 2023.
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As of December 28, 2025, the net debt position was $27.8 billion as compared to the prior year of $12.1 billion.
Net debt increased to $27.8 billion at the end of 2025 from $12.1 billion in 2024, driven by the $9.2 billion debt issuance to fund the Intra-Cellular acquisition and $6.0B in share repurchases. Cash and marketable securities declined to $20.1 billion from $24.5 billion.
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The Company increased its dividend in 2024 for the 62nd consecutive year. Cash dividends paid were $4.91 per share in 2024 and $4.70 per share in 2023.
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The Company increased its dividend in 2025 for the 63rd consecutive year. Cash dividends paid were $5.14 per share in 2025 and $4.91 per share in 2024.
The Company increased its dividend for the 63rd consecutive year, with dividends paid of $5.14 per share in 2025, up from $4.91 per share in 2024, representing a 4.7% increase.
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In July 2023, Janssen Pharmaceuticals, Inc. (Janssen) filed litigation against the U.S. Department of Health and Human Services as well as the Centers for Medicare and Medicaid Services challenging the constitutionality of the IRA's Medicare Drug Price Negotiation Program. The litigation requests a declaration that the IRA violates Janssen’s rights under the First Amendment and the Fifth Amendment to the Constitution and therefore that Janssen is not subject to the IRA’s mandatory pricing scheme. The impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as litigation filed by Janssen and other pharmaceutical companies remains ongoing and while CMS has publicly announced the maximum fair price for each of the selected drugs, implementation of the program is still in progress. In April 2024, Janssen appealed the district court’s denial of its summary judgment motion to the Third Circuit.
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In July 2023, Janssen Pharmaceuticals, Inc. (Janssen) filed litigation against the U.S. Department of Health and Human Services as well as the Centers for Medicare and Medicaid Services challenging the constitutionality of the IRA's Medicare Drug Price Negotiation Program. The litigation requests a declaration that the IRA violates Janssen’s rights under the First Amendment and the Fifth Amendment to the Constitution and therefore that Janssen is not subject to the IRA’s mandatory pricing scheme. While the impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as litigation filed by Janssen and other pharmaceutical companies remains ongoing, CMS has publicly announced the maximum fair price for each of the selected drugs and has recently begun implementing the program. In December 2025, Janssen sought review by the U.S. Supreme Court of the Third Circuit's majority affirmance of the district court’s ruling in favor of the government.
The Company updated the status of its IRA litigation, noting that in December 2025, Janssen sought review by the U.S. Supreme Court after the Third Circuit affirmed the district court's ruling in favor of the government. The Company also noted that CMS has begun implementing the program, reflecting the progression of the IRA's impact on the business.
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The Company anticipates that operating cash flows, the ability to raise funds from external sources, borrowing capacity from existing committed credit facilities and access to the commercial paper markets will continue to provide sufficient resources to fund operating needs, including the Company’s reserve balance of approximately $3.4 billion related to talc matters, $2.0 billion related to the current portion of Corporate bonds due and the remaining ... approximately $1.1 billion to settle opioid litigation (See Note 19 to the Consolidated Financial Statements for additional details).
The Company disclosed a remaining talc reserve balance of approximately $3.4 billion at the end of 2025, following the $7.0 billion reversal during the year. The Company also disclosed $1.1 billion remaining to settle opioid litigation.
Show 3 minor / wording changes
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On May 15, 2024, the Company issued $3.6 billion aggregate principal amount of commercial paper and received $3.6 billion of net cash proceeds to be used for general corporate purposes. On May 17, 2024, the Company completed a Debt-for-Equity Exchange of its remaining 182,329,550 shares of Kenvue Common Stock for the outstanding Commercial Paper. Upon completion of the Debt-for-Equity Exchange, the Commercial Paper was satisfied and discharged and the Company no longer owns any shares of Kenvue Common Stock. This exchange resulted in a loss of approximately $0.4 billion recorded in Other (income) expense.
The Company completed the debt-for-equity exchange of its remaining Kenvue shares in May 2024, recording a $0.4 billion loss. This transaction is no longer discussed in the 2025 filing as it was a one-time event completed in the prior year.
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Although the long-term implications of Russia’s invasion of Ukraine are difficult to predict at this time, the financial impact of the conflict in the fiscal year 2024, including accounts receivable or inventory reserves, was not material. As of and for each of the fiscal years ending December 29, 2024 and December 31, 2023, the business of the Company’s Russian subsidiaries represented less than 1% of the Company’s consolidated assets and revenues. The Company does not maintain Ukraine subsidiaries subsequent to the Kenvue separation. In March of 2022, the Company took steps to suspend all advertising, enrollment in clinical trials, and any additional investment in Russia. The Company continues to supply products relied upon by patients for healthcare purposes. ... Although the long-term implications of the conflict in the Middle East are difficult to predict at this time, the financial impact of the conflict in the fiscal year 2024, including accounts receivable or inventory reserves, was not material. As of and for each of the fiscal years ending December 29, 2024 and December 31, 2023, the business of the Company’s Israel subsidiaries represented 1% of the Company’s consolidated assets and represented less than 1% of revenues.
The 2025 filing removed the detailed discussions of the Russia-Ukraine war and Middle East conflict that were present in the 2024 filing. The 2025 filing now contains only a brief statement that "The long-term implications of regional conflicts on the Company are difficult to predict. The financial impact of known existing conflicts in the fiscal 2025 was not material." This reflects the Company's assessment that these conflicts remain immaterial to its operations.
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For the period 2014 - 2024, in the U.S., the weighted average compound annual growth rate of the Company’s net price increases for healthcare products (prescription and over-the-counter drugs, hospital and professional products) was below the U.S. Consumer Price Index (CPI).
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For the period 2015 - 2025, in the U.S., the weighted average compound annual growth rate of the Company’s net price increases for healthcare products (prescription and over-the-counter drugs, hospital and professional products) was below the U.S. Consumer Price Index (CPI).
The Company updated its pricing policy reference period to 2015-2025 from 2014-2024, maintaining its statement that net price increases have been below CPI. This is a routine annual update to the reference period.
Notes
FY2025 notes reflect Intra-Cellular acquisition, Orthopaedics separation announcement, increased talc reserve to $3.4B, and new ASU 2023-09 adoption.
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In October 2025, the Company announced its intention to separate its Orthopaedics business. The Company intends to explore multiple paths to effect the planned separation with a targeted completion within 18 to 24 months after the initial announcement.
The Company announced in October 2025 that it plans to separate its Orthopaedics business within 18-24 months, exploring multiple paths for the separation. This is a new strategic initiative not present in the prior filing and represents a significant structural change to the MedTech segment.
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Capitalized software costs are amortized over the estimated useful lives of the software, which generally range from 3 to 8 years.
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Capitalized software costs are amortized over the estimated useful lives of the software, which generally range from 5 to 8 years.
The Company changed the lower bound of its capitalized software amortization period from 3 years to 5 years. This extends the minimum useful life assumption, which will reduce annual amortization expense for newly capitalized software and may reflect a change in the Company's assessment of software longevity.
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A significant portion of the liability related to rebates is from the sale of the Company's pharmaceutical products within the U.S., primarily the Managed Care, Medicare and Medicaid programs, which amounted to $12.3 billion and $11.5 billion as of December 29, 2024 and December 31, 2023, respectively.
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A significant portion of the liability related to rebates is from the sale of the Company's pharmaceutical products within the U.S., primarily the Managed Care, Medicare and Medicaid programs, which amounted to $13.0 billion and $12.3 billion as of December 28, 2025 and December 29, 2024, respectively.
U.S. pharmaceutical rebate reserves increased from $12.3 billion at December 29, 2024 to $13.0 billion at December 28, 2025, a $0.7 billion or 5.7% increase. This reflects higher rebate obligations from increased pharmaceutical sales and potentially higher rebate rates in Managed Care, Medicare, and Medicaid programs.
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Adjustments to revenue recognized as a result of changes in estimates for the Company's most significant U.S. rebates and discounts liability balances for products shipped in previous periods were approximately 3.0% and 2.0% of U.S. Innovative Medicine revenue during the fiscal years 2025 and 2024, respectively.
The current filing added new disclosure showing that prior-period revenue estimate adjustments were approximately 3.0% of U.S. Innovative Medicine revenue in fiscal 2025 and 2.0% in fiscal 2024. This indicates the Company is making larger adjustments to prior-period rebate estimates, which could reflect greater uncertainty in rebate forecasting or changes in program dynamics.
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In fiscal 2025, the Company initiated a restructuring program of its Surgery franchise within the MedTech segment to simplify and focus operations by exiting certain non-strategic product lines and optimize select sites across the network. The pre-tax restructuring expense of $0.2 billion in the fiscal year 2025, primarily included costs related to asset impairments as well as product exits. The estimated costs of the total program are between $0.9 billion - $1.0 billion and is expected to be substantially completed by the end of fiscal year 2026.
The Company initiated a new restructuring program in fiscal 2025 for its Surgery franchise, with expected total costs of $0.9-1.0 billion and completion by end of fiscal 2026. This is a new program not present in the baseline filing, involving product line exits and site optimization.
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Total project costs of approximately $0.5 billion have been recorded since the restructuring was announced. The estimated costs of the total program are between $0.7 billion - $0.8 billion and is expected to be completed by the end of fiscal year 2025.
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Total project costs of approximately $0.8 billion have been recorded since the restructuring was announced and the program has been substantially completed in the fiscal year 2025.
The Orthopaedics restructuring program was substantially completed in fiscal 2025, with total costs reaching approximately $0.8 billion (at the high end of the prior $0.7-0.8 billion estimate). The baseline filing indicated the program was ongoing with $0.5 billion incurred; the current filing shows an additional $0.3 billion was spent and the program is now substantially complete.
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As of December 29, 2024, the total present value of the reserve to resolve the talc claims is approximately $11.6 billion, of which approximately ten percent is recorded as a current liability.
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As of December 28, 2025, the total present value of the reserve to resolve the talc claims is approximately $3.4 billion, comprising previously executed settlement agreements, litigation defense, and other costs.
The talc litigation reserve decreased dramatically from approximately $11.6 billion at December 29, 2024 to approximately $3.4 billion at December 28, 2025, a reduction of $8.2 billion or 71%. The current filing describes the reserve as comprising "previously executed settlement agreements, litigation defense, and other costs," while the baseline filing described a broader "Proposed Plan" for comprehensive resolution. This substantial reduction suggests significant progress in resolving claims or a change in the scope of liabilities being reserved.
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In May 2024, the Company proposed a consensual “prepackaged” Chapter 11 bankruptcy plan (the “Proposed Plan”) for the final resolution of all current and future claims related to cosmetic talc in the United States, excluding claims related to mesothelioma or State consumer protection claims. In September 2024, the Company’s subsidiary Red River Talc, LLC filed a voluntary petition, seeking relief under Chapter 11 of the Bankruptcy Code, in furtherance of the Company’s consensual “prepackaged” Proposed Plan.
The current filing removed detailed language about the May 2024 proposed bankruptcy plan and the September 2024 Red River Talc Chapter 11 filing. This information was prominently disclosed in the baseline filing's Note 19 but is absent from the current filing's talc discussion. The removal coincides with the substantial reduction in the talc reserve from $11.6B to $3.4B, suggesting the bankruptcy process may have progressed or the comprehensive settlement approach may have changed.
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As of December 29, 2024, the total present value of the reserve to resolve the talc claims is approximately $11.6 billion, of which approximately ten percent is recorded as a current liability. The recorded amount remains the Company's best estimate of probable loss. The Company is unable to estimate the possible loss or range of loss beyond the amounts accrued.
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As of December 28, 2025, the total present value of the reserve to resolve the talc claims is approximately $3.4 billion, comprising previously executed settlement agreements, litigation defense, and other costs.
The auditor's critical audit matter discussion for talc litigation reflects the substantial reserve reduction from $11.6 billion to $3.4 billion. The baseline filing included language stating "The recorded amount remains the Company's best estimate of probable loss" and "The Company is unable to estimate the possible loss or range of loss beyond the amounts accrued," which is absent from the current filing's auditor discussion, suggesting greater certainty around the liability.
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ASU 2023-09: Income Taxes (Topic 740) - Improvements to Income Tax Disclosures This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. The Company adopted this standard prospectively for fiscal year 2025. As this accounting standard only impacts disclosures, it did not have an impact on the Company’s consolidated financial results. See Note 8 to the Company's financial statements for the required disclosures.
The Company adopted ASU 2023-09 in fiscal year 2025, which standardizes income tax disclosures. This was listed as a future adoption in the baseline filing and is now implemented, affecting the presentation of tax information in Note 8.
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Kenvue IPO/separation and discontinued operations On May 8, 2023, Kenvue, completed an initial public offering (the IPO) resulting in the issuance of 198,734,444 shares of its common stock, par value $0.01 per share (the “Kenvue Common Stock”), at an initial public offering of $22.00 per share for net proceeds of $4.2 billion.
The baseline filing included a dedicated section describing the Kenvue IPO and separation as part of the accounting policies overview. This section has been removed from the current filing's Note 1, as the Kenvue separation was completed in 2023 and the debt-for-equity exchange finalized in May 2024. The information is now consolidated in Note 21 only.
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Intangible assets that have finite useful lives continue to be amortized over their useful lives and are reviewed for impairment when warranted by economic conditions.
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Intangible assets that have finite useful lives continue to be amortized over their useful lives and are reviewed for impairment when facts or circumstances indicate that the carrying value of the assets may not be recoverable.
The Company changed the trigger language for intangible asset impairment reviews from "warranted by economic conditions" to "when facts or circumstances indicate that the carrying value of the assets may not be recoverable." The new language is more specific and aligns with standard GAAP impairment testing language, providing clearer criteria for when impairment assessments are performed.
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The Company holds equity investments with readily determinable fair values and equity investments without readily determinable fair values. The Company measures equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
The current filing removed detailed policy language about equity investments without readily determinable fair values. This was present in the baseline filing's Investments section but is absent from the current filing. The removal may reflect that such investments are no longer material following the completion of the Kenvue divestiture.
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Commitments under finance leases are not significant, and are included in Property, plant and equipment, Loans and notes payable, and Long-term debt on the consolidated balance sheet.
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Commitments under finance leases are not significant.
The current filing removed the specific balance sheet line item references for finance leases (Property, plant and equipment, Loans and notes payable, and Long-term debt). While both filings state finance leases are not significant, the current filing provides less detail about where these items are classified.
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Profit-share payments were less than 2.0% of the total revenues in the fiscal year 2024 and 2023, respectively, and less than 3.0% of total revenues in the fiscal year 2022 and are included in sales to customers.
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Profit-share payments were less than 2.0% of the total revenues in the fiscal year 2025, 2024 and 2023.
The current filing removed the reference to fiscal 2022 profit-share payments being less than 3.0% of total revenues. This is a lifecycle removal as fiscal 2022 is no longer one of the three years presented in the current filing's financial statements.
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Total project costs of approximately $0.6 billion have been recorded since the restructuring was announced. The program was completed in the fiscal fourth quarter of 2024.
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Total project costs of approximately $0.6 billion have been recorded since the restructuring was announced and the program was completed in the fiscal fourth quarter of 2024.
The R&D restructuring program within Innovative Medicine was completed in fiscal fourth quarter 2024, as stated in both filings. The current filing confirms the program is complete with no additional costs beyond the $0.6 billion previously disclosed. This is a lifecycle update confirming completion of a previously-disclosed program.
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The Company acquired Shockwave Medical, Inc. (Shockwave), in a business combination in May 2024. Shockwave’s total assets, excluding intangible assets and goodwill, and total sales represented less than 1% of each of the related consolidated financial statement amounts as of and for the fiscal year ended December 29, 2024.
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The Company acquired Intra-Cellular Therapies, Inc. ("Intra-Cellular"), in a business combination in April 2025. Intra-Cellular's total assets, excluding intangible assets and goodwill, and total sales represented less than 1% of each of the related consolidated financial statement amounts as of and for the fiscal year ended December 28, 2025.
The internal control assessment exclusion changed from Shockwave Medical (acquired May 2024) in the baseline filing to Intra-Cellular Therapies (acquired April 2025) in the current filing. This is a standard year-over-year change reflecting the most recent acquisition excluded from internal control assessment under SEC guidance allowing first-year acquisition exclusions.
Risk Factors
Added new risks related to planned Orthopaedics separation; updated manufacturing facility count, counterfeit language, and geopolitical references.
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Risks related to the planned separation of our Orthopaedics business The planned separation of the Company's Orthopaedics business may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the expected results In October 2025, the Company announced its intention to separate the Company's Orthopaedics business. The Company is targeting completion of the planned separation in 18 to 24 months after initial announcement. Completion of the planned separation will be subject to the satisfaction of certain conditions, including, among others, consultations with works councils and other employee representative bodies, as may be required, final approval of the Company's Board of Directors, and receipt of other regulatory approvals. There can be no assurance regarding the ultimate timing of the planned separation or that such separation will be completed. Unanticipated developments could delay, prevent or otherwise adversely affect the planned separation, including but not limited to disruptions in general or financial market conditions or potential problems or delays in obtaining various regulatory approvals or clearances.
The Company added an entirely new risk category covering the announced October 2025 plan to separate its Orthopaedics business. The disclosure notes the 18-24 month target timeline, required approvals (works councils, Board, regulatory), and warns that completion is uncertain and subject to market conditions and regulatory clearances. This is a major strategic initiative that introduces execution risk.
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The costs to complete the planned separation will be significant. In addition, the Company may be unable to achieve some of the strategic and financial benefits that it expects to achieve from the planned separation of the Company's Orthopaedics business The Company will incur significant expenses in connection with the planned separation. In addition, the Company may not be able to achieve the full strategic and financial benefits that are expected to result from the planned separation. The anticipated benefits of the planned separation are based on a number of assumptions, some of which may prove incorrect.
The Company added disclosure that the Orthopaedics separation will incur significant costs and that expected strategic and financial benefits may not materialize. This acknowledges execution risk and the possibility that the transaction's assumptions prove incorrect, which could impact financial results.
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Following the planned separation, the price of shares of the Company's common stock may fluctuate significantly The Company cannot predict the effect of the planned separation on the trading price of shares of its common stock, and market value of shares of its common stock may be less than, equal to or greater than the market value of shares of its common stock prior to the planned separation. In addition, the price of the Company's common stock may be more volatile around the time of the planned separation.
The Company added a risk factor warning that its stock price may become more volatile around the time of the Orthopaedics separation and that post-separation market value is unpredictable. This alerts investors to potential near-term trading volatility and valuation uncertainty.
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In addition, the ... U.S. government recently announced tariffs on products manufactured in several jurisdictions, including China, Mexico and Canada, and has ... made announcements regarding the potential imposition of tariffs on other jurisdictions.
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In addition, the U.S. government has imposed and/or announced the potential imposition of tariffs on products manufactured in other jurisdictions.
The Company updated tariff language from "recently announced tariffs" on specific countries (China, Mexico, Canada) to "has imposed and/or announced the potential imposition" on unspecified jurisdictions. This reflects the evolving tariff landscape in 2025-2026 and removes the specificity of the prior disclosure, likely because tariff policies have shifted or the Company is taking a more general approach.
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Because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. Also, increasing use of AI could increase these risks.
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Because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks and increasing use and reliance on third parties, there is the potential for the Company to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. The increasing use of AI and other emerging technology could also increase these risks.
The Company expanded its cybersecurity risk disclosure to note "increasing use and reliance on third parties" as a factor contributing to cyber risk, and changed "increasing use of AI" to "increasing use of AI and other emerging technology." This broadens the risk description to cover third-party dependencies and emerging technologies beyond AI, reflecting evolving threat vectors.
Show 8 minor / wording changes
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The Company’s subsidiaries operate 64 manufacturing facilities as well as sourcing from thousands of suppliers around the world.
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The Company’s subsidiaries operate 63 manufacturing facilities as well as sourcing from thousands of suppliers around the world.
The Company reduced its reported manufacturing facility count from 64 to 63. This likely reflects a facility closure, consolidation, or divestiture during fiscal 2025. The change is minor in the context of the Company's global footprint but indicates ongoing operational adjustments.
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The industry’s failure to mitigate the threat of counterfeit medicines could adversely impact our business and reputation by impacting patient confidence in our authentic products, potentially resulting in lost sales, product recalls, and an increased threat of litigation.
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The threat of counterfeit medicines could adversely impact our business and reputation by impacting patient confidence in our authentic products, potentially resulting in lost sales, product recalls, and an increased threat of litigation.
The Company shifted language from "the industry's failure" to "the threat of counterfeit medicines" when describing counterfeit risk. This change removes the implication that industry-wide mitigation efforts are failing and instead frames counterfeiting as an ongoing external threat, softening the tone slightly.
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Specifically, the Company has accounted for operations in Argentina, Turkey, Venezuela and Egypt (beginning in the fiscal fourth quarter of 2024) as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%.
Current filing · verify on EDGAR →
Specifically, the Company has accounted for operations in Argentina, Turkey, Venezuela and Egypt as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%.
The Company removed the parenthetical noting that Egypt was added to highly inflationary accounting "beginning in the fiscal fourth quarter of 2024." This is a minor cleanup reflecting that Egypt's highly inflationary status is now established and no longer requires the timing qualifier from the prior year's disclosure.
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Anti-bribery and other regulations:
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Anti-corruption and other regulations:
The Company changed the subheading from "Anti-bribery" to "Anti-corruption" when describing FCPA and related compliance risks. This is a stylistic change that broadens the label slightly but does not alter the substance of the risk disclosure.
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Furthermore, in some countries, such as in Russia, action may be taken that allows companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation and we may not be able to prevent third parties from practicing the Company's inventions in Russia or from selling or importing products in and into Russia.
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Furthermore, in some countries, action may be taken that allows companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation and we may not be able to prevent third parties from practicing the Company's inventions or from selling or importing products.
The Company removed explicit references to Russia when describing countries where patent holders' inventions may be exploited without consent. The current version generalizes the risk to "some countries" without naming Russia specifically, while the baseline called out Russia three times. This may reflect evolving geopolitical sensitivities or a decision to broaden the risk description.
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Most recently, we have experienced, and expect to continue to experience, impacts to the Company's business resulting from the Russia-Ukraine war, rising conflict in the Middle East as well as increasing tensions between the U.S. and China.
Current filing · verify on EDGAR →
Most recently, we have experienced, and expect to continue to experience, impacts to the Company's business resulting from the Russia-Ukraine war, conflict in the Middle East as well as increasing tensions between the U.S. and China.
The Company changed "rising conflict in the Middle East" to "conflict in the Middle East," removing the word "rising." This subtle shift may reflect that the conflict is now established rather than escalating, or may simply be a stylistic edit. The substance of the risk remains the same.
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Changes in tax laws or regulations around the world, including in the U.S. and as led by the Organization for Economic Cooperation and Development, such as the enactment by certain EU and non-EU countries, and the anticipated enactment by additional countries, of a global minimum tax, could negatively impact the Company’s effective tax rate and results of operations.
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Changes in tax laws or regulations in the U.S. and around the world, including global minimum taxes could negatively impact the Company’s effective tax rate and results of operations.
The Company simplified its tax risk language, removing specific references to the OECD, EU and non-EU country enactments, and the phrase "anticipated enactment by additional countries." The current version uses the more general "global minimum taxes" without the detailed context. This may reflect that global minimum tax implementation is now more established and requires less explanation.
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We are subject to an increasing number of costly and complex governmental regulations in the countries in which operations are conducted which may materially adversely affect the Company’s financial condition and business operations.
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The Company is subject to an increasing number of costly and complex governmental regulations in the countries in which operations are conducted which may have a material adverse affect on the Company’s financial condition and business operations.
The Company changed the risk factor heading from "We are subject" to "The Company is subject" and adjusted "materially adversely affect" to "have a material adverse affect." The first change is stylistic (third-person vs. first-person); the second appears to be a typo ("affect" should be "effect" as a noun, or the original "adversely affect" was correct as a verb phrase). This is primarily a stylistic edit with a possible inadvertent error.
Financial Statements
Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.
consolidated statements of earnings
(Dollars and Shares in Millions Except Per Share Amounts)
| Description | 2025 | 2024 | 2023 |
|---|---|---|---|
| Sales to customers | 94,193 | 88,821 | 85,159 |
| Cost of products sold | 30,256 | 27,471 | 26,553 |
| Gross profit | 63,937 | 61,350 | 58,606 |
| Selling, marketing and administrative expenses | 23,676 | 22,869 | 21,512 |
| Research and development expense | 14,665 | 17,232 | 15,085 |
| In-process research and development impairments | 81 | 211 | 313 |
| Interest income | (1,056) | (1,332) | (1,261) |
| Interest expense, net of portion capitalized (Note 4) | 971 | 755 | 772 |
| Other (income) expense, net | (7,209) | 4,694 | 6,634 |
| Restructuring (Note 20) | 228 | 234 | 489 |
| Earnings before provision for taxes on income | 32,581 | 16,687 | 15,062 |
| Provision for taxes on income (Note 8) | 5,777 | 2,621 | 1,736 |
| Net earnings from continuing operations | 26,804 | 14,066 | 13,326 |
| Net earnings from discontinued operations, net of tax (Note 21) | — | — | 21,827 |
| Net earnings | 26,804 | 14,066 | 35,153 |
| Net earnings per share (Notes 1 and 15) | |||
| Continuing operations basic | 11.13 | 5.84 | 5.26 |
| Discontinued operations basic | — | — | 8.62 |
| Total net earnings per share basic | 11.13 | 5.84 | 13.88 |
| Continuing operations diluted | 11.03 | 5.79 | 5.20 |
| Discontinued operations diluted | — | — | 8.52 |
| Total net earnings per share diluted | 11.03 | 5.79 | 13.72 |
| Average shares outstanding (Notes 1 and 15) | |||
| Basic | 2,407.4 | 2,407.3 | 2,533.5 |
| Diluted | 2,429.4 | 2,429.4 | 2,560.4 |
consolidated balance sheets
(Dollars in Millions Except Share and Per Share Amounts)
| Description | 2025 | 2024 |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash and cash equivalents (Notes 1 and 2) | 19,709 | 24,105 |
| Marketable securities (Notes 1 and 2) | 393 | 417 |
| Accounts receivable trade, less allowances $183 (2024, $167) | 17,178 | 14,842 |
| Inventories (Notes 1 and 3) | 14,191 | 12,444 |
| Prepaid expenses and other receivables | 4,153 | 4,085 |
| Total current assets | 55,624 | 55,893 |
| Property, plant and equipment, net (Notes 1 and 4) | 23,169 | 20,518 |
| Intangible assets, net (Notes 1 and 5) | 50,403 | 37,618 |
| Goodwill (Notes 1 and 5) | 48,772 | 44,200 |
| Deferred taxes on income (Note 8) | 6,874 | 10,461 |
| Other assets | 14,368 | 11,414 |
| Total assets | 199,210 | 180,104 |
| Liabilities and Shareholders’ Equity | ||
| Current liabilities | ||
| Loans and notes payable (Note 7) | 8,495 | 5,983 |
| Accounts payable | 11,991 | 10,311 |
| Accrued liabilities | 8,594 | 8,549 |
| Accrued rebates, returns and promotions | 19,124 | 17,580 |
| Accrued compensation and employee related obligations | 4,534 | 4,126 |
| Accrued taxes on income (Note 8) | 1,388 | 3,772 |
| Total current liabilities | 54,126 | 50,321 |
| Long-term debt (Note 7) | 39,438 | 30,651 |
| Deferred taxes on income (Note 8) | 6,791 | 2,448 |
| Employee related obligations (Notes 9 and 10) | 6,957 | 7,255 |
| Long-term taxes payable (Note 1) | 486 | 390 |
| Other liabilities | 9,868 | 17,549 |
| Total liabilities | 117,666 | 108,614 |
| Commitments and Contingencies (Note 19) | ||
| Shareholders’ equity | ||
| Preferred stock without par value (authorized and unissued 2,000,000 shares) | — | — |
| Common stock par value $1.00 per share (Note 12) (authorized 4,320,000,000 shares; issued 3,119,843,000 shares) | 3,120 | 3,120 |
| Accumulated other comprehensive income (loss) (Note 13) | (14,930) | (11,741) |
| Retained earnings and Additional-paid-in-capital | 168,978 | 155,791 |
| Less: common stock held in treasury, at cost (Note 12) (711,904,000 shares and 712,921,000 shares) | 75,624 | 75,680 |
| Total shareholders’ equity | 81,544 | 71,490 |
| Total liabilities and shareholders’ equity | 199,210 | 180,104 |
consolidated statements of cash flows
(Dollars in Millions)
| Description | 2025 | 2024 | 2023 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net earnings | 26,804 | 14,066 | 35,153 |
| Adjustments to reconcile net earnings to cash flows from operating activities: | |||
| Depreciation and amortization of property and intangibles | 7,503 | 7,339 | 7,486 |
| Stock based compensation | 1,354 | 1,176 | 1,162 |
| Asset write-downs | 204 | 405 | 1,295 |
| Charges for acquired in-process research and development | 109 | 1,841 | 483 |
| Gain on Kenvue separation | — | — | (20,984) |
| Net gain on sale of assets/businesses | (263) | (226) | (117) |
| Deferred tax provision | 1,538 | (2,183) | (4,194) |
| Credit losses and accounts receivable allowances | (1) | 11 | — |
| Changes in assets and liabilities, net of effects from acquisitions and divestitures: | |||
| Increase in accounts receivable | (1,781) | (406) | (624) |
| Increase in inventories | (1,450) | (1,128) | (1,323) |
| Increase in accounts payable and accrued liabilities | 2,377 | 1,621 | 2,346 |
| (Increase)/Decrease in other current and non-current assets | (6,167) | 1,717 | (3,480) |
| (Decrease)/Increase in other current and non-current liabilities | (5,697) | 33 | 5,588 |
| Net cash flows from operating activities | 24,530 | 24,266 | 22,791 |
| Cash flows (used by) from investing activities | |||
| Additions to property, plant and equipment | (4,832) | (4,424) | (4,543) |
| Proceeds from the disposal of assets/businesses, net | 720 | 675 | 358 |
| Acquisitions, net of cash acquired (Note 18) | (17,541) | (15,146) | — |
| Acquired in-process research and development/related milestones (Note 18) | (385) | (1,783) | (470) |
| Purchases of investments | (920) | (1,726) | (10,906) |
| Sales of investments | 1,661 | 2,462 | 19,390 |
| Credit support agreements activity, net | (2,129) | 1,517 | (2,963) |
| Other (including capitalized licenses and milestones) | (162) | (174) | 12 |
| Net cash (used by)/from investing activities | (23,588) | (18,599) | 878 |
| Cash flows (used by) from financing activities | |||
| Dividends to shareholders | (12,381) | (11,823) | (11,770) |
| Repurchase of common stock | (5,953) | (2,432) | (5,054) |
| Proceeds from short-term debt | 14,586 | 15,277 | 13,743 |
| Repayment of short-term debt | (12,330) | (9,463) | (22,973) |
| Proceeds from long-term debt, net of issuance costs | 9,138 | 6,660 | — |
| Repayment of long-term debt | (1,757) | (1,453) | (1,551) |
| Proceeds from the exercise of stock options/employee withholding tax on stock awards, net | 3,418 | 838 | 1,094 |
| Credit support agreements activity, net | (226) | 272 | (219) |
| Settlement of convertible debt acquired from Shockwave | — | (970) | — |
| Proceeds of short and long-term debt, net of issuance cost, related to the debt that transferred to Kenvue at separation | — | — | 8,047 |
| Proceeds from Kenvue initial public offering | — | — | 4,241 |
| Cash transferred to Kenvue at separation | — | — | (1,114) |
| Other | (34) | (38) | (269) |
| Net cash used by financing activities | (5,539) | (3,132) | (15,825) |
| Effect of exchange rate changes on cash and cash equivalents | 201 | (289) | (112) |
| (Decrease)/Increase in cash and cash equivalents | (4,396) | 2,246 | 7,732 |
| Cash and cash equivalents from continuing operations, beginning of period | 24,105 | 21,859 | 12,889 |
| Cash and cash equivalents from discontinued operations, beginning of period | — | — | 1,238 |
| Cash and cash equivalents, beginning of year (Note 1) | 24,105 | 21,859 | 14,127 |
| Cash and cash equivalents from continuing operations, end of period | 19,709 | 24,105 | 21,859 |
| Cash and cash equivalents from discontinued operations, end of period | — | — | — |
| Cash and cash equivalents, end of year (Note 1) | 19,709 | 24,105 | 21,859 |
| Supplemental cash flow data | |||
| Cash paid during the year for: | |||
| Interest | 1,977 | 1,990 | 1,836 |
| Interest, net of amount capitalized | 1,863 | 1,911 | 1,766 |
| Income taxes, inclusive of discontinued operations | 6,539 | 6,714 | 8,574 |
| Supplemental schedule of non-cash investing and financing activities | |||
| Treasury stock issued for employee compensation and stock option plans, net of cash proceeds/ employee withholding tax on stock awards | 2,591 | 1,551 | 1,435 |
Amounts as printed on the EDGAR/iXBRL face — (Dollars and Shares in Millions Except Per Share Amounts); (Dollars in Millions Except Share and Per Share Amounts); (Dollars in Millions). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 14, 2026 · How we verify