This Quarterly Report on Form 10-Q and Johnson & Johnson’s other publicly available documents contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Management and representatives of Johnson & Johnson and its subsidiaries (the Company) also may from time to time make forward-looking statements. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates,” and other words of similar meaning in conjunction with, among other things: discussions of future operations, expected operating results, financial performance; impact of planned acquisitions and dispositions; impact and timing of restructuring initiatives including associated cost savings and other benefits; the Company’s strategy for growth; product development activities; regulatory approvals; market position and expenditures.

Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to uncertainties, risks and changes that are difficult to predict and many of which are outside of the Company’s control. Investors should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, the Company’s actual results and financial condition could vary materially from expectations and projections expressed or implied in its forward-looking statements. Investors are therefore cautioned not to rely on these forward-looking statements. Risks and uncertainties include, but are not limited to:

Risks related to product development, market success and competition

•Challenges and uncertainties inherent in innovation and development of new and improved products and technologies on which the Company’s continued growth and success depend, including uncertainty of clinical outcomes, additional analysis of existing clinical data, obtaining regulatory approvals, health plan coverage and customer access, and initial and continued commercial success;

•Challenges to the Company’s ability to secure and maintain adequate patent and other intellectual property rights for new and existing products and technologies in the United States and other important markets;

•The impact of patent expirations, typically followed by the introduction of competing generic, biosimilar or other products and resulting revenue and market share losses;

•Increasingly aggressive and frequent challenges to the Company’s patents by competitors and others seeking to launch competing generic, biosimilar or other products and increased receptivity of courts, the United States Patent and Trademark Office and other decision makers to such challenges, potentially resulting in loss of market exclusivity and rapid decline in sales for the relevant product sooner than expected;

•Competition in research and development of new and improved products, processes and technologies, which can result in product and process obsolescence;

•Competition to reach agreement with third parties for collaboration, licensing, development and marketing agreements for products and technologies;

•Competition based on cost-effectiveness, product performance, technological advances and patents attained by competitors; and

•Allegations that the Company’s products infringe the patents and other intellectual property rights of third parties, which could adversely affect the Company’s ability to sell the products in question and require the payment of money damages and future royalties.

Risks related to product liability, litigation and regulatory activity

•Product efficacy or safety concerns, whether or not based on scientific evidence, potentially resulting in product withdrawals, recalls, regulatory action on the part of the United States Food and Drug Administration (U.S. FDA) (or international counterparts), declining sales, reputational damage, increased litigation expense and share price impact;

•The impact, including declining sales and reputational damage, of significant litigation or government action adverse to the Company, including product liability claims and allegations related to pharmaceutical marketing practices and contracting strategies;

•The impact of an adverse judgment or settlement and the adequacy of reserves related to legal proceedings, including patent litigation, product liability, personal injury claims, securities class actions, government investigations, employment and other legal proceedings;

•Increased scrutiny of the healthcare industry by government agencies and state attorneys general resulting in investigations and prosecutions, which carry the risk of significant civil and criminal penalties, including, but not limited to, debarment from government business;

•Failure to meet compliance obligations in compliance agreements with governments or government agencies, which could result in significant sanctions;

•Potential changes to applicable laws and regulations affecting United States and international operations, including relating to: approval of new products; licensing and patent rights; sales and promotion of healthcare products; access to, and reimbursement and pricing for, healthcare products and services; environmental protection; and sourcing of raw materials;

•Compliance with local regulations and laws that may restrict the Company’s ability to manufacture or sell its products in relevant markets, including requirements to comply with medical device reporting regulations and other requirements such as the European Union’s Medical Devices Regulation;

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

•The issuance of new or revised accounting standards by the Financial Accounting Standards Board and regulations by the Securities and Exchange Commission.

Risks related to the Company’s strategic initiatives and healthcare market trends

•Pricing pressures resulting from trends toward healthcare cost containment, including the continued consolidation among healthcare providers and other market participants, trends toward managed care, the shift toward governments increasingly becoming the primary payors of healthcare expenses, significant new entrants to the healthcare markets seeking to reduce costs and government pressure on companies to voluntarily reduce costs and price increases;

•Restricted spending patterns of individual, institutional and governmental purchasers of healthcare products and services due to economic hardship and budgetary constraints;

•Challenges to the Company’s ability to realize its strategy for growth including through externally sourced innovations, such as development collaborations, strategic acquisitions, licensing and marketing agreements, and the potential heightened costs of any such external arrangements due to competitive pressures;

•The potential that the expected strategic benefits and opportunities from any planned or completed acquisition or divestiture by the Company may not be realized or may take longer to realize than expected; and

•The potential that the expected benefits and opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than expected.

Risks related to economic conditions, financial markets and operating internationally

•The risks associated with global operations on the Company and its customers and suppliers, including foreign governments in countries in which the Company operates;

•The impact of inflation and fluctuations in interest rates and currency exchange rates and the potential effect of such fluctuations on revenues, expenses and resulting margins;

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

•The impact on international operations from financial instability in international economies, sovereign risk, possible imposition of governmental controls and restrictive economic policies, and unstable international governments and legal systems;

•The impact of global public health crises and pandemics;

•Changes to global climate, extreme weather and natural disasters that could affect demand for the Company’s products and services, cause disruptions in manufacturing and distribution networks, alter the availability of goods and services within the supply chain, and affect the overall design and integrity of the Company’s products and operations;

•The impact of global or economic changes or events, including global tensions and war; and

•The impact of armed conflicts and terrorist attacks in the United States and other parts of the world, including social and economic disruptions and instability of financial and other markets.

Risks related to supply chain and operations

•Difficulties and delays in manufacturing, internally, through third-party providers or otherwise within the supply chain, that may lead to voluntary or involuntary business interruptions or shutdowns, product shortages, withdrawals or suspensions of products from the market, and potential regulatory action;

•Interruptions and breaches of the Company’s information technology systems or those of the Company’s vendors, which could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action;

•Reliance on global supply chains and production and distribution processes that are complex and subject to increasing regulatory requirements that may adversely affect supply, sourcing and pricing of materials used in the Company’s products; and

•The potential that the expected benefits and opportunities related to restructuring actions may not be realized or may take longer to realize than expected, including due to any required approvals from applicable regulatory authorities.

Investors also should carefully read the Risk Factors described in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2024, for a description of certain risks that could, among other things, cause the Company’s actual results to differ materially from those expressed in its forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider the risks described above to be a complete statement of all potential risks and uncertainties. The Company does not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.

Table of Contents

Part I — Financial information

Item 1 — Financial statements

Johnson & Johnson and subsidiaries consolidated balance sheets

(Unaudited; Dollars in Millions Except Share and Per Share Data)

June 29, 2025

December 29, 2024

Assets

Current assets:

Cash and cash equivalents (Note 4)

Marketable securities

Accounts receivable, trade, less allowances $ (2024, $)

Inventories (Note 2)

Prepaid expenses and other

Total current assets

Property, plant and equipment at cost

Less: accumulated depreciation

()

Property, plant and equipment, net

Intangible assets, net (Note 3)

Goodwill (Note 3)

Deferred taxes on income (Note 5)

Other assets

Total assets

Liabilities and shareholders’ equity

Current liabilities:

Loans and notes payable

Accounts payable

Accrued liabilities

Accrued rebates, returns and promotions

Accrued compensation and employee related obligations

Accrued taxes on income (Note 5)

Total current liabilities

Long-term debt (Note 4)

Deferred taxes on income (Note 5)

Employee related obligations (Note 6)

Long-term taxes payable (Note 5)

Other liabilities

Total liabilities

Commitments and Contingencies (Note 11)

Shareholders’ equity:

Common stock — par value $ per share (authorized shares; issued shares)

Accumulated other comprehensive income (loss) (Note 7)

()

Retained earnings and Additional paid-in capital

Less: common stock held in treasury, at cost ( and shares)

Total shareholders’ equity

Total liabilities and shareholders’ equity

See Notes to Consolidated Financial Statements


Form 10-Q			1

Table of Contents

Johnson & Johnson and subsidiaries consolidated statements of earnings

(Unaudited; Dollars & Shares in Millions Except Per Share Amounts)

Fiscal Second Quarter Ended

June 29,
2025

Percent
to Sales

June 30,
2024

Percent
to Sales

Sales to customers (Note 9)

Cost of products sold

Gross profit

Selling, marketing and administrative expenses

Research and development expense

In-process research and development impairments

Interest income

()

Interest expense, net of portion capitalized

Other (income) expense, net

Restructuring (Note 12)

()

Earnings before provision for taxes on income

Provision for taxes on income (Note 5)

Net earnings

Net earnings per share (Note 8)

Basic

Diluted

Avg. shares outstanding

Basic

Diluted

See Notes to Consolidated Financial Statements


2

Table of Contents

Johnson & Johnson and subsidiaries consolidated statements of earnings

(Unaudited; Dollars & Shares in Millions Except Per Share Amounts)

Fiscal Six Months Ended

June 29,
2025

Percent
to Sales

June 30,
2024

Percent
to Sales

Sales to customers (Note 9)

Cost of products sold

Gross profit

Selling, marketing and administrative expenses

Research and development expense

In-process research and development impairments

Interest income

()

Interest expense, net of portion capitalized

Other (income) expense, net

()

Restructuring (Note 12)

Earnings before provision for taxes on income

Provision for taxes on income (Note 5)

Net earnings

Net earnings per share (Note 8)

Basic

Diluted

Avg. shares outstanding

Basic

Diluted

See Notes to Consolidated Financial Statements


Form 10-Q			3

Table of Contents

Johnson & Johnson and subsidiaries consolidated statements of comprehensive income

(Unaudited; Dollars in Millions)

Fiscal Second Quarter Ended

Fiscal Six Months Ended

June 29, 2025

June 30, 2024

June 29, 2025

June 30, 2024

Net earnings

Other comprehensive income (loss), net of tax

Foreign currency translation

()

Securities:

Unrealized holding gain (loss) arising during period

()

Net change

()

Employee benefit plans:

Prior service cost amortization during period

()

Gain (loss) amortization during period

Net change

Derivatives & hedges:

Unrealized gain (loss) arising during period

()

Reclassifications to earnings

()

Net change

()

Other comprehensive income (loss)

()

See Notes to Consolidated Financial Statements


6

Table of Contents

Johnson & Johnson and subsidiaries consolidated statements of cash flows

(Unaudited; Dollars in Millions)

Fiscal Six Months Ended

June 29,
2025

June 30,
2024

Cash flows from operating activities

Net earnings

Adjustments to reconcile net earnings to cash flows from operating activities:

Depreciation and amortization of property and intangibles

Stock based compensation

Asset write-downs

Charges for purchase of in-process research and development assets

Net gain on sale of assets/businesses

()

Deferred tax provision

()

Credit losses and accounts receivable allowances

Changes in assets and liabilities, net of effects from acquisitions and divestitures:

Increase in accounts receivable

()

Increase in inventories

()

(Decrease) / Increase in accounts payable and accrued liabilities

()

(Increase)/Decrease in other current and non-current assets

()

Decrease in other current and non-current liabilities

()

Net cash flows from operating activities

Cash flows from investing activities

Additions to property, plant and equipment

()

Proceeds from the disposal of assets/businesses, net (Note 10)

Acquisitions, net of cash acquired (Note 10)

()

Acquired in-process research and development assets / related milestones (Note 10)

()

Purchases of investments

()

Sales of investments

Credit support agreements activity, net

()

Other (including capitalized licenses and milestones)

()

Net cash used by investing activities

()

Cash flows from financing activities

Dividends to shareholders

()

Repurchase of common stock

()

Proceeds from short-term debt, net

Repayment of short-term debt, net

()

Proceeds from long-term debt, net of issuance costs

Repayment of long-term debt

()

Proceeds from the exercise of stock options/employee withholding tax on stock awards, net

Credit support agreements activity, net

()

Settlement of convertible debt acquired from Shockwave

()

Other

Net cash from financing activities

Effect of exchange rate changes on cash and cash equivalents

()

(Decrease) / Increase in cash and cash equivalents

()

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

See Notes to Consolidated Financial Statements


Form 10-Q			7

Table of Contents

Notes to consolidated financial statements

Note 1 —

Supplier finance program obligations

The Company has agreements for supplier finance programs with third-party financial institutions. These programs provide enrolled suppliers the ability to finance payment obligations from the Company with the third-party financial institutions. The Company is not a party to the arrangements between the suppliers and the third-party financial institutions. The Company’s obligations to its suppliers, including amounts due, and scheduled payment dates (which have general payment terms of days), are not affected by a participating supplier’s decision to join in the program.

billion and $ billion, respectively. The obligations are presented as Accounts payable on the Consolidated Balance Sheets.

Note 2 —

Goods in processFinished goodsTotal inventories$


8

Table of Contents

Note 3 —

Less accumulated amortization()()Patents and trademarks — net$Customer relationships and other intangibles — grossLess accumulated amortization()()

Customer relationships and other intangibles — net(1)

$Intangible assets with indefinite lives: Purchased in-process research and development

The weighted average amortization period for patents and trademarks is approximately years. The weighted average amortization period for customer relationships and other intangible assets is approximately years. The amortization expense of amortizable intangible assets included in the cost of products sold was $ billion and $ billion for the fiscal second quarters ended June 29, 2025 and June 30, 2024, respectively. The amortization expense of amortizable intangible assets included in the cost of products sold was $ billion and $ billion for the fiscal six months ended June 29, 2025 and June 30, 2024, respectively.

See Note 10 to the Consolidated Financial Statements for additional details related to acquisitions and divestitures.


Form 10-Q			9

Table of Contents

Note 4 —

billion net, related to net investment and cash flow hedges. On an ongoing basis, the Company monitors counter-party credit ratings. The Company considers credit non-performance risk to be low because the Company primarily enters into agreements with commercial institutions that have at least an investment grade credit rating. Refer to the table on significant financial assets and liabilities measured at fair value contained in this footnote for receivables and payables with these commercial institutions. As of June 29, 2025, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps and interest rate swaps of $ billion, $ billion and $ billion, respectively. As of December 29, 2024, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps and interest rate swaps of $ billion, $ billion and $ billion, respectively.

All derivative instruments are recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if so, the type of hedge transaction.

The designation as a cash flow hedge is made at the entrance date of the derivative contract. At inception, all derivatives are expected to be highly effective. Foreign exchange contracts designated as cash flow hedges are accounted for under the forward method and all gains/losses associated with these contracts will be recognized in the income statement when the hedged item impacts earnings. Changes in the fair value of these derivatives are recorded in accumulated other comprehensive income until the underlying transaction affects earnings and are then reclassified to earnings in the same account as the hedged transaction.

Gains and losses associated with interest rate swaps and changes in fair value of hedged debt attributable to changes in interest rates are recorded to interest expense in the period in which they occur. Gains and losses on net investment hedges are accounted for through the currency translation account within accumulated other comprehensive income. The portion excluded from effectiveness testing is recorded through interest (income) expense using the spot method. On an ongoing basis, the Company assesses whether each derivative continues to be highly effective in offsetting changes of hedged items. If and when a derivative is no longer expected to be highly effective, hedge accounting is discontinued.

The Company designated its Euro denominated notes with due dates ranging from 2028 to 2055 as a net investment hedge of the Company's investments in certain of its international subsidiaries that use the Euro as their functional currency in order to reduce the volatility caused by changes in exchange rates.

As of June 29, 2025, the balance of deferred net loss on derivatives included in accumulated other comprehensive income was $ billion after-tax. For additional information, see the Consolidated Statements of Comprehensive Income and Note 7. The Company expects that substantially all of the amounts related to forward foreign exchange contracts will be reclassified into earnings over the next 12 months as a result of transactions that are expected to occur over that period. The maximum length of time over which the Company is hedging transaction exposure is months, excluding interest rate contracts and net investment hedge contracts. The amount ultimately realized in earnings may differ as foreign exchange rates change. Realized gains and losses are ultimately determined by actual exchange rates at maturity of the derivative.


10

Table of Contents


Form 10-Q			11

Table of Contents

() Derivatives designated as hedging instruments()Gain (Loss) on net investment hedging relationship:Cross currency interest rate swaps contracts: Amount of gain or (loss) recognized in income on derivative amount excluded from effectiveness testing Amount of gain or (loss) recognized in AOCIGain (Loss) on cash flow hedging relationship:Forward foreign exchange contracts: Amount of gain or (loss) reclassified from AOCI into income ()()() Amount of gain or (loss) recognized in AOCI ()()()Cross currency interest rate swaps contracts: Amount of gain or (loss) reclassified from AOCI into income(Dollars in Millions)June 29, 2025December 29, 2024June 29, 2025December 29, 2024Long-term Debt$()()Gain/(Loss)
Recognized In
Income on DerivativeGain/(Loss)
Recognized In
Income on Derivative(Dollars in Millions)Location of
Gain /(Loss)
Recognized in
Income on DerivativeFiscal Second Quarter EndedFiscal Six Months EndedDerivatives Not Designated as Hedging InstrumentsJune 29, 2025June 30, 2024June 29, 2025June 30, 2024Foreign Exchange ContractsOther (income) expense$()

)Interest (income) expenseCross Currency interest rate swaps$()Interest (income) expense

The following table is the effect of net investment hedges for the fiscal six months ended in 2025 and 2024

Gain/(Loss)
Recognized In
Accumulated OCI

Location of Gain or (Loss)
Reclassified from Accumulated
OCI Into Income

Gain/(Loss) Reclassified From
Accumulated OCI
Into Income

(Dollars in Millions)

June 29, 2025

June 30, 2024

June 29, 2025

June 30, 2024

Debt

$()

Interest (income) expense

Cross Currency interest rate swaps

Interest (income) expense


Form 10-Q			13

Table of Contents

()Equity Investments without readily determinable value$()

(1)Recorded in Other (income)/expense, net

(2)Other includes impact of currency

Fair value is the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement determined using assumptions that market participants would use in pricing an asset or liability. In accordance with ASC 820, a three-level hierarchy was established to prioritize the inputs used in measuring fair value. The levels within the hierarchy are described below with Level 1 inputs having the highest priority and Level 3 inputs having the lowest.

The fair value of a derivative financial instrument (i.e., forward foreign exchange contracts, interest rate contracts) is the aggregation by currency of all future cash flows discounted to its present value at the prevailing market interest rates and subsequently converted to the U.S. Dollar at the current spot foreign exchange rate. The Company does not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a material effect on the Company’s results of operations, cash flows or financial position. The Company also holds equity investments which are classified as Level 1 and debt securities which are classified as Level 2. The Company holds acquisition related contingent liabilities based upon certain regulatory and commercial events, which are classified as Level 3, whose values are determined using discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant judgment or estimations.

The following three levels of inputs are used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities.

Level 2 — Significant other observable inputs.

Level 3 — Significant unobservable inputs.


14

Table of Contents

Interest rate contracts(2)

Total Liabilities: Forward foreign exchange contracts

Interest rate contracts(2)

(1)Held to maturity investments are reported at amortized cost and gains or losses are reported in earnings.

(2)Available for sale debt securities are reported at fair value with unrealized gains and losses reported net of taxes in other comprehensive income.

As of the fiscal year ended December 29, 2024, the carrying amount of cash, cash equivalents and current marketable securities was approximately the same as the estimated fair value.

Fair value of government securities and obligations and corporate debt securities was estimated using quoted broker prices and significant other observable inputs.

Due after one year through five yearsDue after five years through ten yearsTotal debt securities$


16

Table of Contents

Non-Current Debt

% Notes due 2027

% Notes due 2027(1)

% Notes due 2028

% Notes due 2028 (MM Euro )

% Notes due 2028(1)

% Notes due 2029

% Notes due 2029 (MM Euro )(1)

% Notes due 2030

% Notes due 2030(1)

% Notes due 2031

% Notes due 2032 (MM Euro )

% Notes due 2032(1)

% Notes due 2033

% Notes due 2033 ( MM Euro )(1)

% Notes due 2034

% Notes due 2035 (B Euro )

% Notes due 2035(1)

% Notes due 2036 (MM Euro )

% Notes due 2036

% Notes due 2037

% Notes due 2037 (B Euro )(1)

% Notes due 2038

% Notes due 2040

% Notes due 2041

% Notes due 2043

% Notes due 2044 (B Euro )

% Notes due 2045 (MM Euro )(1)

% Notes due 2046

% Notes due 2047

% Notes due 2048

% Notes due 2050

% Notes due 2054


Form 10-Q			17

Table of Contents

% Notes due 2055 (B Euro )(1)

% Notes due 2060

OtherTotal Non-Current Debt$

billion. The net proceeds from this offering were used to fund the Intra-Cellular Therapies, Inc. acquisition which closed on April 2, 2025, and for general corporate purposes.

The weighted average effective interest rate on non-current debt is %.

The excess of the carrying value over the estimated fair value of debt was $ billion at December 29, 2024.

Fair value of the non-current debt was estimated using market prices, which were corroborated by quoted broker prices and significant other observable inputs.

billion of commercial paper which has a weighted average interest rate of % and a weighted average maturity of approximately .

Note 5 —

% and %, respectively.

The increase in the worldwide effective tax rate is primarily due to more income in higher tax jurisdictions, specifically in the U.S. In the fiscal six months of 2025 the Company reversed previously accrued reserves of approximately $ billion for the Talc settlement proposal versus a charge of $ billion recorded in the fiscal six months of 2024 for the Talc settlement proposal. Both were recorded at an effective rate for U.S. federal and state tax of approximately % (for further information see Note 11 to the Consolidated Financial Statements). Additionally in the fiscal six months of 2025, the effective tax rate benefited primarily from changes in uncertain international tax positions due to expiration of statute of limitations.

Subsequent to the end of the fiscal second quarter, on July 4, 2025, the United States enacted into law new tax legislation, the One Big Beautiful Bill Act, (OBBBA). The OBBBA includes provisions modifying the corporate income tax code, including the immediate expensing of domestic research and development expenditures for tax purposes, 100% bonus depreciation for qualified assets, and an increase in the statutory tax rate on foreign earnings from 10.5% to 12.6% (effective in the fiscal year 2026). The law also renamed the provision for taxes on foreign earnings from Global Intangible Low-Taxed Income (GILTI) to Net Controlled Foreign Corporation (CFC) Tested Income (NCTI). The Company has elected to account for GILTI, now NCTI, under the deferred method. The deferred tax amounts recorded are based on the evaluation of temporary differences that are expected to reverse as NCTI is incurred in future periods. As a result, the Company will remeasure its deferred tax balances related to NCTI for the changes in the tax rate and will record an adjustment to this balance in the fiscal third quarter. The Company is still assessing this impact but is estimating this one-time re-measurement cost to be approximately $ billion.

As of June 29, 2025, the Company had approximately $ billion of liabilities from unrecognized tax benefits. The Company conducts business and files tax returns in numerous countries and currently has tax audits in progress in a number of jurisdictions. With respect to the United States, the Internal Revenue Service has completed its audit for the tax years through 2016 and the audit for tax years 2017 through 2020 is ongoing.


18

Table of Contents

Note 6 —

Interest costExpected return on plan assets()()()()()()()()

Amortization of prior service cost/(credit)

()()()()()()()()Recognized actuarial (gains)/lossesCurtailments and settlements()()Special termination benefitsNet periodic benefit cost/(credit)$()()

The service cost component of net periodic benefit cost is presented in the same line items on the Consolidated Statement of Earnings where other employee compensation costs are reported, including Cost of products sold, Research and development expense, and Selling, marketing and administrative expenses. All other components of net periodic benefit cost are presented as part of Other (income) expense, net on the Consolidated Statement of Earnings.

Company contributions

For the fiscal six months ended June 29, 2025, the Company contributed $ million and $ million to its U.S. and international retirement plans, respectively. The Company plans to continue to fund its U.S. defined benefit plans to comply with the Pension Protection Act of 2006. International plans are funded in accordance with local regulations.


Form 10-Q			19

Table of Contents

Note 7 —

)()()()Net change()()()June 29, 2025()()()()

Amounts in accumulated other comprehensive income are presented net of the related tax impact. Foreign currency translation is not adjusted for income taxes where it relates to permanent investments in international subsidiaries. For additional details on comprehensive income see the Consolidated Statements of Comprehensive Income.

Details on reclassifications out of Accumulated Other Comprehensive Income:

Gain/(Loss) On Securities - reclassifications released to Other (income) expense, net.

Employee Benefit Plans - reclassifications are included in net periodic benefit cost. See Note 6 for additional details.

Note 8 —

Average shares outstanding — basicPotential shares exercisable under stock option plansLess: shares which could be repurchased under treasury stock method()()()()Average shares outstanding — dilutedDiluted net earnings per share$(Shares in Millions)The diluted net earnings per share calculation excluded the following number of shares related to stock options, as the exercise price of these options was greater than the average market value of the Company’s stock.


20

Table of Contents

Note 9 —

business segments: Innovative Medicine and MedTech.

The Company’s chief operating decision maker (CODM) is the Chief Executive Officer (Principal Executive Officer). For the Innovative Medicine and MedTech segments, the CODM uses segment income before tax to allocate resources (including employees, financial, and capital resources) for each segment predominantly in the annual forecasting process. The CODM considers planning-to-actual variances on a quarterly basis to assess performance and make decisions about allocating resources to the segments.

Sales by segment of business

%$ %

International

Worldwide

CARVYKTI

U.S.

International

Worldwide

DARZALEX

U.S.

International

Worldwide

ERLEADA

U.S.

International

Worldwide

IMBRUVICA

U.S.

()()

International

()()

Worldwide

()()

RYBREVANT/ LAZCLUZE(1)

U.S.

International

Worldwide

**TALVEY

U.S.

International

Worldwide

TECVAYLI

U.S.

International

Worldwide


Form 10-Q			21

Table of Contents

()()

International

()()

Worldwide

()()OTHER ONCOLOGY

U.S.

International

()()

Worldwide

Immunology

U.S.

()()

International

()()

Worldwide

()()

REMICADE

U.S.

U.S. Exports

()()

International

Worldwide

SIMPONI / SIMPONI ARIA

U.S.

International

Worldwide

STELARA

U.S.

()()

International

()()

Worldwide

()()

TREMFYA

U.S.

International

Worldwide

OTHER IMMUNOLOGY

U.S.

International

Worldwide

**Neuroscience

U.S.

International

()()

Worldwide

CAPLYTA(2)

U.S.

International

Worldwide


22

Table of Contents

()()

International

()

Worldwide

()

INVEGA SUSTENNA / XEPLION / INVEGA TRINZA / TREVICTA

U.S.

()()

International

()()

Worldwide

()()

SPRAVATO

U.S.

International

Worldwide

OTHER NEUROSCIENCE

U.S.

()()

International

()()

Worldwide

()()Pulmonary Hypertension

U.S.

International

Worldwide

OPSUMIT/OPSYNVIU.S. International ()Worldwide

UPTRAVI

U.S. International Worldwide OTHER PULMONARY HYPERTENSION

U.S.

()()International()()Worldwide ()()Infectious Diseases

U.S.

()()

International

()()

Worldwide

()()

EDURANT / rilpivirine

U.S.

()()

International

Worldwide


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()()

International

()()

Worldwide

()()OTHER INFECTIOUS DISEASES

U.S.

()()

International

()()

Worldwide

()()Cardiovascular / Metabolism / OtherU.S. International()()Worldwide

XARELTO

U.S. International Worldwide

OTHER

U.S. International()()Worldwide TOTAL INNOVATIVE MEDICINE U.S. International ()Worldwide MEDTECHCardiovascularU.S. International Worldwide

ELECTROPHYSIOLOGY

U.S. International Worldwide

ABIOMED

U.S. International Worldwide

SHOCKWAVE(3)

U.S.**International**Worldwide**


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International Worldwide OrthopaedicsU.S.()()International()()Worldwide()()

HIPS

U.S. ()International()()Worldwide ()

KNEES

U.S.()()International ()Worldwide()()

TRAUMA

U.S. International Worldwide

SPINE, SPORTS & OTHER

U.S.()()International()()Worldwide()()SurgeryU.S. International ()Worldwide

ADVANCED

U.S. International ()Worldwide

GENERAL

U.S. International ()Worldwide VisionU.S. International Worldwide


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International Worldwide

SURGICAL

U.S. International Worldwide TOTAL MEDTECH U.S. International Worldwide WORLDWIDE U.S. International Worldwide$ %$ %

* Percentage greater than 100% or not meaningful

(1) Includes the sales of RYBREVANT and RYBREVANT + LAZCLUZE

(2) Acquired with the Intra-Cellular Therapies acquisition on April 2, 2025

(3) Acquired on May 31, 2024


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Cost of products soldSelling, marketing and administrativeResearch and development expense

Other segment items (3)

Segment income before tax$

(Income)/Expense not allocated to segments (4)

Earnings before provision for taxes on income$$Fiscal Six Months EndedSales to customers$Cost of products soldSelling, marketing and administrativeResearch and development expense

Other segment items (3)

()()Segment income before tax$

(Income)/Expense not allocated to segments (4)

()Earnings before provision for taxes on income$$

(1) Innovative Medicine includes:

•Intangible amortization expense of $ billion and $ billion in the fiscal second quarter of 2025 and 2024, respectively.

Intangible amortization expense of $ billion in both the fiscal six months of 2025 and 2024.

•Acquisition and integration related expense of $ billion in both the fiscal second quarter of 2025 and fiscal six months of 2025, primarily related to the Intra-Cellular acquisition.

•An In-process research and development impairment of $ billion in the fiscal second quarter and fiscal six months of 2024 associated with the M710 (biosimilar) asset acquired from Momenta in 2020.

•Restructuring income of $ billion in the fiscal second quarter of 2024 and a restructuring related charge of $ billion in the fiscal six months of 2024.

(2) MedTech includes:

•Intangible amortization expense of $ billion and $ billion in the fiscal second quarter of 2025 and 2024, respectively.

Intangible amortization expense of $ billion and $ billion in the fiscal six months of 2025 and 2024, respectively.

•Acquisition, integration and divestiture related net expense of $ billion in the fiscal six months of 2025. Acquisition and integration related expense of $ billion and $ billion, in the fiscal second quarter and fiscal six months of 2024, respectively, primarily driven by the Abiomed and Shockwave acquisitions.

•A restructuring related charge of $ billion in both the fiscal second quarter and fiscal six months of 2025 and 2024. Refer to Note 12 for additional details.

(3) Other segment expenses for each reportable segment include charges related to other income and expense, restructuring activities and impairment charges related to in-process research and development.

(4) Amounts not allocated to segments include interest (income)/expense and general corporate (income)/expense. The fiscal six months of 2025 includes the reversal of approximately $ billion, a significant portion of the previously accrued talc reserve. The fiscal second quarter and fiscal six months of 2024 includes charges for talc matters of $ billion and $ billion, respectively. For additional details related to talc refer to Note 11 to the Consolidated Financial Statements. The fiscal second quarter and six months of 2024 includes a loss of approximately $ billion related to the debt to equity exchange of the Company's remaining shares of Kenvue Common Stock.


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MedTechTotal

General corporate (1)

Worldwide total$(1)General corporate includes cash, cash equivalents, marketable securities and other corporate assets.

Additions to Property,
Plant & Equipment

Depreciation and
Amortization

(Dollars in Millions)

June 29, 2025

June 30, 2024

June 29, 2025

June 30, 2024

Innovative Medicine

MedTech

Segments total

General corporate

Worldwide total

%$ %Europe Western Hemisphere, excluding U.S.()()Asia-Pacific, Africa Total$ %$ %


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Note 10 —

per share in an all-cash merger transaction for total consideration transferred of $ billion. The acquisition was accounted for as a business combination and the results of operations and goodwill are included in the Innovative Medicine segment as of the acquisition date. In addition, acquisition-related costs before tax incurred during the fiscal six months of 2025 were $ billion, of which $ billion related to post-closing compensation expense due to the acceleration of equity awards and were recorded to Other (income) expense, net.

Marketable securitiesOther current & non-current assets

Amortizable intangible asset (1)

Acquired in-process research and development (1)

Goodwill (2)

Total assets acquired$Liabilities assumed:Deferred taxes$Other current & non-current liabilitiesTotal liabilities assumed$Total assets acquired and liabilities assumed$

(1) The estimated fair values of the intangible assets acquired were determined using the multi-period excess earnings method. The amortizable intangible asset relates to the currently marketed product, Caplyta, which has an estimated useful life of years. The acquired in-process research and development includes assets, one related to certain unapproved indications of lumateperone and another related to a compound being studied to treat psychosis and agitation in patients with Alzheimer’s disease and generalized anxiety disorder. The fair value of the in-process research and development assets were calculated assuming a discount rate of % and %, respectively. Additionally, the cash flow projections assumed a probability of success factor of % and approximately -% (depending on indication being studied), respectively.

(2) Goodwill is primarily attributable to intangible assets that did not qualify for separate recognition and future projects or products currently unidentified. Goodwill is not expected to be deductible for tax purposes.

2024 Transactions

On June 20, 2024, the Company completed the acquisition of Proteologix, Inc., a privately held biotechnology company focused on bispecific antibodies for immune-mediated diseases, in an all-cash merger transaction for total consideration of $ billion net of cash acquired, with potential for an additional milestone payment. The results of operations were included in the Innovative Medicine segment as of the acquisition date. The fair value of the acquisition was allocated to assets acquired of $ billion, primarily non-amortizable intangible assets, inclusive of purchased IPR&D, for $ billion, goodwill for $ billion, and liabilities


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billion, including $ billion of contingent consideration. The goodwill is not deductible for tax purposes. Acquisition related costs before tax for the fiscal six months of 2025 are material.

On May 31, 2024, the Company acquired all the outstanding shares of Shockwave Medical Inc. (SWAV), a leading, first-to-market provider of innovative intravascular lithotripsy (IVL) technology for the treatment of calcified coronary artery disease (CAD) and peripheral artery disease (PAD), in an all-cash merger transaction for total consideration of $ billion, ($ billion, net of cash acquired). The results of operations were included in the MedTech segment as of the acquisition date. The fair value of the acquisition was allocated to assets acquired of $ billion primarily amortizable intangible assets of $ billion, purchased IPR&D of $ billion, goodwill for $ billion, $ billion of inventory and $ billion of other assets, and liabilities assumed of $ billion. The goodwill is not deductible for tax purposes. Acquisition related costs before tax for the fiscal six months of 2025 are not material.

On March 7, 2024, the Company completed the acquisition of Ambrx Biopharma, Inc., (Ambrx), a clinical-stage biopharmaceutical company with a proprietary synthetic biology technology platform to design and develop next-generation antibody drug conjugates (ADCs), in an all-cash merger transaction for a total consideration of approximately $ billion net of cash acquired. The results of operations were included in the Innovative Medicine segment as of the acquisition date. The fair value of the acquisition was allocated to assets acquired of $ billion, primarily non-amortizable intangible assets, inclusive of purchased IPR&D, for $ billion, goodwill for $ billion and liabilities assumed of $ billion. The goodwill is not deductible for tax purposes. Acquisition related costs before tax for the fiscal six months of 2025 are material.

Asset acquisitions

There were no material asset acquisitions in the fiscal six months of 2025 or 2024.

Divestitures

There were no material divestitures in the fiscal six months of 2025.

In the fiscal second quarter of 2024, the Company completed the divestiture of Acclarent resulting in approximately $ billion in proceeds. In the fiscal first quarter of 2024, the Company completed the divestiture of Ponvory outside of the U.S. resulting in approximately $ billion in proceeds.


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Note 11 —

billion in Ingham v. Johnson & Johnson, et al., No. ED 207476 (Mo. App.), reducing the overall award to $ billion. An application for transfer of the case to the Missouri Supreme Court was subsequently denied, and in June 2021, a petition for certiorari, seeking a review of the Ingham decision by the United States Supreme Court, was denied. In June 2021, the Company paid the award, which, including interest, totaled approximately $ billion. The facts and circumstances, including the terms of the award, were unique to the Ingham decision and not representative of other claims brought against the Company. The Company continues to believe that it has strong legal grounds to contest the other talc verdicts that it has appealed. Notwithstanding the Company’s confidence in the safety of its talc products, in certain circumstances the Company has settled cases.

In an effort to expeditiously resolve the litigation for the overwhelming majority of claimants, beginning in October 2021, Johnson & Johnson Consumer Inc. (Old JJCI) implemented a corporate restructuring, through which Old JJCI ceased to exist and three new entities were created: (a) LTL Management LLC, a North Carolina limited liability company (LTL or Debtor); (b) Royalty A&M LLC, a North Carolina limited liability company and a direct subsidiary of LTL (RAM); and (c) the Debtor’s direct parent, Johnson & Johnson Consumer Inc., a New Jersey company (New JJCI). The Debtor received certain of Old JJCI’s assets and became solely responsible for the talc-related liabilities of Old JJCI, including all liabilities related in any way to injury or damage, or alleged injury or damage, sustained or incurred in the purchase or use of, or exposure to, talc, including talc contained in any product, or to the risk of, or responsibility for, any such damage or injury, except for any liabilities for which the exclusive remedy is provided under a workers’ compensation statute or act (the Talc-Related Liabilities).

Following the 2021 Corporate Restructuring, Debtor and the Company attempted to achieve a full and comprehensive resolution of the Talc-Related Liabilities. Debtor filed voluntary petitions for Bankruptcy pursuant to Chapter 11 of the Bankruptcy Code in October 2021 and again in April 2023; both petitions were dismissed.

In October 2023, the Company stated that it was pursuing the following four parallel and alternative pathways to achieve a comprehensive and final resolution of the talc claims: (i) the appeal of the LTL 2 dismissal decision; (ii) pursuing a consensual “prepackaged” bankruptcy case, as “strongly encouraged” by the Bankruptcy Court in its dismissal decision; (iii) aggressively litigating the talc claims in the tort system; and (iv) pursuing affirmative claims against experts for false and defamatory narratives


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solicitation period of its proposed consensual “prepackaged” Chapter 11 bankruptcy plan (the Proposed Plan) for the comprehensive and 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 exchange for the payment by the Company of present value of approximately $ billion payable over years (nominal value of approximately $ billion, discounted at a rate of %). The claims encompassed by the Proposed Plan constituted % of then-pending lawsuits against the Company relating to its talc powder products.

In August 2024, LLT engaged in a restructuring that resulted in the creation of three new Texas limited liability companies: (a) Red River Talc, LLC (Red River); (b) Pecos River Talc LLC (Pecos River); and (3) New Holdco (Texas) LLC. As a result of this restructuring, all claims related to ovarian and other gynecological cancers were separated and allocated to Red River, and mesothelioma, governmental unit and certain other claims were allocated to Pecos River.

While the Company had resolved % of the mesothelioma lawsuits filed to date as of August 2024, cases continue to be filed. Trials have commenced in various state courts.

In September 2024, while reiterating the Company's continued confidence in the safety of its talc products, Red River filed a voluntary petition with the United States Bankruptcy Court for the Southern District of Texas, seeking relief under Chapter 11 of the Bankruptcy Code (the Red River Bankruptcy Case), in furtherance of the Company's consensual "prepackaged" Proposed Plan. Shortly thereafter, as a consequence of this filing, the Company withdrew its appeal of the LTL 2 dismissal decision.

To account for the contemplated comprehensive resolution through the Proposed Plan, the Company recorded a cumulative incremental charge of approximately $ billion during fiscal year 2024. As of the end of fiscal year 2024, the total present value of the reserve was approximately $ billion (or nominal value of approximately $ billion).

On March 31, 2025, the Texas Bankruptcy Court issued an order dismissing the case (the Texas dismissal) and, as a result, the Company reversed substantially all, or approximately $ billion, from amounts previously reserved for the bankruptcy resolution. As of the second quarter 2025, the total present value of the reserve is approximately $ billion, comprising previously executed settlement agreements, litigation defense and other costs. Approximately one-third of the reserve is recorded as a current liability.

After the Texas dismissal, the Company announced it would not appeal the decision and returned to the tort system to litigate the talc claims and defend the safety of its products. Courts have begun to hold scheduling conferences and the Company is preparing to start bellwether trials in consolidated proceedings in the California JCCP in November 2025 and in the New Jersey MCL in January 2026.

In February 2019, the Company’s talc supplier, Imerys Talc America, Inc. and two of its affiliates, Imerys Talc Vermont, Inc. and Imerys Talc Canada, Inc. (collectively, Imerys) filed a voluntary petition for relief under Chapter 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (Imerys Bankruptcy) seeking indemnification from the Company and rights to joint insurance proceeds.

In February 2021, Cyprus Mines Corporation (Cyprus), which had owned certain Imerys talc mines, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the Delaware Bankruptcy Court and filed its Disclosure Statement and Plan (the Cyprus Plan) also asserting claims for indemnity against the Company arising out of personal injury claims.

In July 2024, the Company, Imerys, and Cyprus and certain of their affiliates (including their parent entities), and the tort claimants' committees and future claimants' representatives appointed in the Imerys debtors' and Cyprus debtors' respective Chapter 11 cases entered into a global settlement agreement (the Imerys Settlement Agreement) to resolve the parties ongoing disputes, including disputes raised in the Imerys and Cyprus bankruptcies. In October 2024, the Delaware Bankruptcy Court entered an order approving the Imerys Settlement Agreement (the Settlement Order).

Certain insurers have appealed the Settlement Order and sought a stay of the order pending appeal, which the Delaware Bankruptcy Court denied in January 2025. The insurers then sought a stay of the order in the District Court for the District of Delaware, which also was denied. The insurers then appealed the denial of their request for a stay of the order to the Third Circuit Court of Appeals. The briefing of the Settlement Order appeal in the Delaware District Court was completed in April 2025, and the appeal is pending a decision from the Court. The briefing in the Third Circuit appeal of the denial of the stay order is ongoing.

In January 2025, Imerys and Cyprus each filed a certification of voting results, indicating that their respective Chapter 11 plans had been accepted by each voting class of talc claimants. A joint confirmation hearing for the plans began in April 2025 but was continued, at the request of Imerys and Cyprus, after issues arose relating to treatment of foreign claims under their respective Chapter 11 plans.


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lawsuits related to the marketing of opioids, including DURAGESIC, NUCYNTA and NUCYNTA ER. Similar lawsuits have also been filed by private plaintiffs and organizations, including but not limited to the following: individual plaintiffs on behalf of children born with Neonatal Abstinence Syndrome (NAS); hospitals; and health insurers/payors.

To date, the Company and JPI have litigated two of the cases to judgment and have prevailed in both, either at trial or on appeal.

In July 2021, the Company announced finalization of an agreement to settle the state and subdivision claims for up to $ billion. Approximately % of the all-in settlement was paid by the end of fiscal second quarter 2025. A few government entities opted out of the settlement. In September 2024, the Company reached an agreement to resolve the hospital cases.

The Company and JPI continue to defend the cases brought by the remaining government entity litigants as well as the cases brought by private litigants. In total, there are under remaining opioid cases against the Company and JPI in various state courts, remaining cases in the Ohio multi-district litigation (MDL), and additional cases in other federal courts.

In addition, the Province of British Columbia filed suit against the Company and its Canadian affiliate Janssen Inc., and many other industry members, in Canada. That action was certified as an opt in class action on behalf of other provincial/territorial and the federal governments in Canada in January 2025. The defendants, including the Company, filed appeals from the certification order in late February 2025. Additional proposed class actions have been filed in Canada against the Company and Janssen Inc., and many other industry members, by and on behalf of people who used opioids (for personal injuries), municipalities and First Nations bands. The proposed class action in Quebec on behalf of residents diagnosed with opioid use disorder was authorized to proceed against Janssen Inc. and other industry members in April 2024; and leave to appeal was denied in October 2024.

Starting in November 2019, a series of shareholder derivative complaints were filed against the Company as the nominal defendant and certain current and former directors and officers as defendants in the Superior Court of New Jersey. The complaint alleges breaches of fiduciary duties related to the marketing of opioids, and that the Company has suffered damages as a result of those alleged breaches. As of September 2024, all the complaints had been dismissed, and all appeals exhausted.

Product liability

The Company and certain of its subsidiaries are involved in numerous product liability claims and lawsuits involving multiple products. Claimants in these cases seek substantial compensatory and, where available, punitive damages. While the Company believes it has substantial defenses, it is not feasible to predict the ultimate outcome of litigation. From time to time, even if it has substantial defenses, the Company considers isolated settlements based on a variety of circumstances. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with ASC 450-20-25, Contingencies. The Company accrues an estimate of the legal defense costs needed to defend each matter when those costs are probable and can be reasonably estimated. For certain of these matters, the Company has accrued additional amounts such as estimated costs associated with settlements, damages and other losses. Product liability accruals can represent projected product liability for thousands of claims around the world, each in different litigation environments and with different fact patterns. Changes to the accruals may be required in the future as additional information becomes available.

The table below contains the most significant of these cases and provides the approximate number of plaintiffs in the United States with direct claims in pending lawsuits regarding injuries allegedly due to the relevant product or product category as of June 29, 2025


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DePuy ASR XL Acetabular System and DePuy ASR Hip Resurfacing SystemPINNACLE Acetabular Cup SystemPelvic meshesETHICON PHYSIOMESH Flexible Composite MeshELMIRON

The number of pending lawsuits is expected to fluctuate as certain lawsuits are settled or dismissed and additional lawsuits are filed. There may be additional claims that have not yet been filed.

MedTech

DePuy ASR XL Acetabular System and ASR Hip Resurfacing System

In August 2010, DePuy Orthopaedics, Inc. (DePuy) announced a worldwide voluntary recall of its ASR XL Acetabular System and DePuy ASR Hip Resurfacing System (ASR Hip) used in hip replacement surgery. Claims for personal injury have been made against DePuy and the Company. Cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the Northern District of Ohio. Litigation has also been filed in countries outside of the United States, primarily in the United Kingdom, Ireland, India and Italy. In November 2013, DePuy reached an agreement with a Court-appointed committee of lawyers representing ASR Hip plaintiffs to establish a program to settle claims with eligible ASR Hip patients in the United States. This settlement program has resolved more than claims, thereby bringing to resolution significant ASR Hip litigation activity in the United States. However, lawsuits in the United States remain, and the settlement program does not address litigation outside of the United States. The Company continues to receive information with respect to potential additional costs associated with this recall on a worldwide basis. The Company has established accruals for the costs associated with the United States settlement program and ASR Hip-related product liability litigation.

DePuy PINNACLE Acetabular Cup System

Claims for personal injury have also been made against DePuy Orthopaedics, Inc. and the Company (collectively, DePuy) relating to the PINNACLE Acetabular Cup System used in hip replacement surgery. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. Most cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the Northern District of Texas (Texas MDL). Beginning on June 1, 2022, the Judicial Panel on Multidistrict Litigation ceased transfer of new cases into the Texas MDL, and there are now cases pending in federal court outside the Texas MDL. Litigation also has been filed in state courts and in countries outside of the United States. During the first quarter of 2019, DePuy established a United States settlement program to resolve these cases. As part of the settlement program, adverse verdicts have been settled. The Company has established an accrual for product liability litigation associated with the PINNACLE Acetabular Cup System and the related settlement program.

Ethicon Pelvic Mesh

Claims for personal injury have been made against Ethicon, Inc. (Ethicon) and the Company arising out of Ethicon’s pelvic mesh devices used to treat stress urinary incontinence and pelvic organ prolapse. The Company continues to receive information with respect to potential costs and additional cases. Cases filed in federal courts in the United States had been organized as a multi-district litigation (MDL) in the United States District Court for the Southern District of West Virginia. In March 2021, the MDL Court entered an order closing the MDL. The MDL Court has remanded cases for trial to the jurisdictions where the case was originally filed and additional pelvic mesh lawsuits have been filed, and remain, outside of the MDL. The Company has settled or otherwise resolved the majority of the United States cases and the estimated costs associated with these settlements and the remaining cases are reflected in the Company’s accruals. In addition, class actions and individual personal injury cases or claims seeking damages for alleged injury resulting from Ethicon’s pelvic mesh devices have been commenced in various countries outside of the United States, including claims and cases in the United Kingdom, the Netherlands, and Ireland, and class actions in Israel, Australia, Canada and South Africa. The vast majority of these actions are now resolved. The Company has established accruals with respect to product liability litigation associated with Ethicon’s pelvic mesh products.

Ethicon Physiomesh

Following a June 2016 worldwide market withdrawal of Ethicon Physiomesh Flexible Composite Mesh (Physiomesh), claims for personal injury have been made against Ethicon, Inc. (Ethicon) and the Company alleging personal injury arising out of the use of this


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Physiomesh cases (covering approximately plaintiffs) pending in the MDL and MCL at that time. A master settlement agreement (MSA) was entered into in September 2021 and includes cases in the MDL and MCL. Other than a small number of cases still pending in the MDL, all Physiomesh matters in the United States have been resolved or are undergoing formal review for purposes of settlement.

Claims have also been filed against Ethicon and the Company alleging personal injuries arising from the PROCEED Mesh and PROCEED Ventral Patch hernia mesh products. In March 2019, the New Jersey Supreme Court entered an order consolidating these cases pending in New Jersey as an MCL in Atlantic County Superior Court. Additional cases have been filed in various federal and state courts in the United States, and in jurisdictions outside the United States.

Ethicon and the Company also have been subject to claims for personal injuries arising from the PROLENE Polypropylene Hernia System. In January 2020, the New Jersey Supreme Court created an MCL in Atlantic County Superior Court to handle such cases. Cases involving this product have also been filed in other federal and state courts in the United States.

In October 2022, an agreement in principle, subject to various conditions, was reached to settle the majority of the pending cases involving Proceed, Proceed Ventral Patch, Prolene Hernia System and related multi-layered mesh products, as well as a number of unfiled claims. All litigation activities in the two New Jersey MCLs are stayed pending effectuation of the proposed settlement. Future cases that are filed in the New Jersey MCLs will be subject to docket control orders requiring early expert reports and discovery requirements.

The Company has established accruals with respect to product liability litigation associated with Ethicon Physiomesh Flexible Composite Mesh, PROCEED Mesh and PROCEED Ventral Patch, and PROLENE Polypropylene Hernia System products.

Innovative Medicine

ELMIRON

Claims for personal injury have been made against a number of Johnson & Johnson companies, including Janssen Pharmaceuticals, Inc. and the Company, arising out of the use of ELMIRON, a prescription medication indicated for the relief of bladder pain or discomfort associated with interstitial cystitis. These lawsuits, which allege that ELMIRON contributes to the development of permanent retinal injury and vision loss, have been filed in both state and federal courts across the United States. In December 2020, lawsuits filed in federal courts in the United States, including putative class action cases seeking medical monitoring, were organized as a multi-district litigation in the United States District Court for the District of New Jersey (MDL). In addition, cases have been filed in various state courts of New Jersey, which have been coordinated in a multi-county litigation in Bergen County, as well as the Court of Common Pleas in Philadelphia, which have been coordinated and granted mass tort designation. In addition, three class action lawsuits have been filed in Canada. The Company continues to defend ELMIRON product liability lawsuits and continues to evaluate potential costs related to those claims. All U.S. based ELMIRON matters have been resolved or are undergoing formal review for purposes of settlement. The Company has established accruals for defense and indemnity costs associated with ELMIRON related product liability litigation.

Intellectual property

Certain subsidiaries of the Company are subject, from time to time, to legal proceedings and claims related to patent, trademark and other intellectual property matters arising out of their businesses. Many of these matters involve challenges to the scope and/or validity of patents that relate to various products and allegations that certain of the Company’s products infringe the intellectual property rights of third parties. Although these subsidiaries believe that they have substantial defenses to these challenges and allegations with respect to all significant patents, there can be no assurance as to the outcome of these matters. A loss in any of these cases could adversely affect the ability of these subsidiaries to sell their products, result in loss of sales due to loss of market exclusivity, require the payment of past damages and future royalties, and may result in a non-cash impairment charge for any associated intangible asset.

Innovative Medicine - litigation against filers of abbreviated new drug applications (ANDAs)

The Company’s subsidiaries have brought lawsuits against generic companies that have filed ANDAs with the U.S. FDA (or similar lawsuits outside of the United States) seeking to market generic versions of products sold by various subsidiaries of the Company prior to expiration of the applicable patents covering those products. These lawsuits typically include allegations of non-


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Note 12 —

million were recorded in the fiscal second quarter of 2025. The estimated costs of the total program are between $ billion - $ billion and is expected to be completed over the next .

In fiscal 2023, the Company initiated a restructuring program of its Orthopaedics franchise within its MedTech segment to streamline operations by exiting certain markets, product lines and distribution network arrangements. The pre-tax restructuring expense in the fiscal second quarter and fiscal six months of 2025 primarily included costs related to asset impairments as well as market and product exits. The pre-tax restructuring expense in the fiscal second quarter and fiscal six months of 2024 primarily included market and product exits. Total project costs of approximately $ billion have been recorded since the restructuring was announced. The estimated costs of the total program are between $ billion - $ billion and is expected to be substantially completed by the end of fiscal year 2025.

MedTech Segment Orthopaedics franchise(2)

Innovative Medicine Segment(3)

()Total Programs$()

(1)Included in Restructuring on the Consolidated Statement of Earnings in the fiscal second quarter and fiscal six months of 2025.

(2)Included $ million in Restructuring and $ million in Cost of products sold on the Consolidated Statement of Earnings in the fiscal second quarter of 2025. Included $ million in Restructuring, $ million in Cost of products sold and $ million in Other (Income)/Expense on the Consolidated Statement of Earnings in the fiscal six months of 2025. Included $ million in Restructuring and $ million in Cost of products sold on the Consolidated Statement of Earnings in the fiscal second quarter of 2024. Included $ million in Restructuring and $ million in Cost of products sold on the Consolidated Statement of Earnings in the fiscal six months of 2024.

(3)Included in Restructuring on the Consolidated Statement of Earnings. This program was completed in the fiscal fourth quarter of 2024.

Restructuring reserves as of June 29, 2025 and December 29, 2024 were insignificant.


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Item 2 — Management’s discussion and analysis of financial condition and results of operations

Results of operations

Sales to customers

Analysis of consolidated sales

For the fiscal six months of 2025, worldwide sales were $45.6 billion, a total increase of 4.1%, including an operational* increase of 4.4% as compared to 2024 fiscal six months sales of $43.8 billion. Currency fluctuations had a negative impact of 0.3% for the fiscal six months of 2025. In the fiscal six months of 2025, acquisitions and divestitures had net positive impact of 1.3% on worldwide operational sales growth. In the fiscal six months of 2025, the negative impact of the Stelara sales decline, due to biosimilar competition, on worldwide operational sales was approximately 5.9%.

Sales by U.S. companies were $25.8 billion in the fiscal six months of 2025, which represented an increase of 6.9% as compared to the prior year. In the fiscal six months of 2025, acquisitions and divestitures had net positive impact of 2.2% on U.S. operational sales growth. In the fiscal six months of 2025, the negative impact of the Stelara sales decline, due to biosimilar competition on U.S. operational sales was approximately 6.7%. Sales by international companies were $19.8 billion, which represented an increase of 0.7%, including an operational increase of 1.4%, partially offset by a negative currency impact of 0.7% as compared to the fiscal six months sales of 2024. In the fiscal six months of 2025, the net impact of acquisitions and divestitures on international operational sales growth was a positive 0.3%. In the fiscal six months of 2025, the negative impact of the Stelara sales decline, due to biosimilar competition, on international operational sales was approximately 5.0%.

In the fiscal six months of 2025, sales by companies in Europe achieved growth of 1.1%, which included an operational increase of 0.2% and a positive currency impact of 0.9%. Sales by companies in the Western Hemisphere, excluding the U.S., experienced a decline of 1.3%, which included an operational increase of 7.7% offset by negative currency impact of 9.0%. Sales by companies in the Asia-Pacific, Africa region achieved growth of 0.9%, including operational growth of 0.9% and a currency impact of 0.0%.

Fiscal six months 2025
sales by geographic region (in billions)

Fiscal six months 2025
sales by segment (in billions)

Note: values may have been rounded

*operational growth excludes the effect of translational currency


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For the fiscal second quarter of 2025, worldwide sales were $23.7 billion, a total increase of 5.8%, which included operational growth of 4.6% and a currency impact of 1.2% as compared to 2024 fiscal second quarter sales of $22.4 billion. In the fiscal second quarter of 2025, the net impact of acquisitions and divestitures on worldwide operational sales growth was a positive 1.6%. In the fiscal second quarter of 2025, the negative impact of the Stelara sales decline, due to biosimilar competition, on worldwide operational sales was approximately 7.1%.

Sales by U.S. companies were $13.5 billion in the fiscal second quarter of 2025, which represented an increase of 7.8% as compared to the prior year. In the fiscal second quarter of 2025, the net impact of acquisitions and divestitures on U.S. operational sales growth was a positive 2.8%. In the fiscal second quarter of 2025, the negative impact of the Stelara sales decline, due to biosimilar competition on U.S. operational sales was approximately 8.5%. Sales by international companies were $10.2 billion, a total increase of 3.2%, which included operational growth of 0.6% and a positive currency impact of 2.6%. In the fiscal second quarter of 2025, the net impact of acquisitions and divestitures on international operational sales growth was a positive 0.2%. In the fiscal second quarter of 2025, the negative impact of the Stelara sales decline, due to biosimilar competition, on international operational sales was approximately 5.4%.

In the fiscal second quarter of 2025, sales by companies in Europe achieved growth of 3.3%, which included an operational decline of 1.9% offset by a positive currency impact of 5.2%. Sales by companies in the Western Hemisphere, excluding the U.S., experienced a sales decline of 0.5%, which included operational growth of 6.2% offset by a negative currency impact of 6.7%. Sales by companies in the Asia-Pacific, Africa region achieved growth of 4.4%, which included operational growth of 2.4% and a positive currency impact of 2.0%.

Q2 2025
Sales by Geographic Region (in billions)

Q2 2025
Sales by Segment (in billions)

Note: values may have been rounded


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Analysis of sales by business segments

Innovative Medicine

Innovative Medicine segment sales in the fiscal six months of 2025 were $29.1 billion, an increase of 3.6% as compared to the same period a year ago, with an operational increase of 4.0% and a negative currency impact of 0.4%. U.S. Innovative Medicine sales increased 7.0% as compared to the same period a year ago. International Innovative Medicine sales decreased by 0.9%, including an operational decline of 0.1% and a negative currency impact of 0.8%. In the fiscal six months of 2025, the net impact of acquisitions and divestitures on the Innovative Medicine segment operational sales growth was a positive 0.7%, primarily related to CAPLYTA. In the fiscal six months of 2025, the negative impact of the STELARA sales decline, due to biosimilar competition, was an approximate 9.9%, 11.0% and 8.6% on worldwide, U.S. and international Innovative Medicine segment operational sales, respectively.

Major Innovative Medicine therapeutic area sales — Fiscal Six Months Ended



(Dollars in Millions)	June 29, 2025	June 30, 2024	Total Change		Operations Change		Currency Change
Oncology	$11,990	$9,904	21.1	%	21.3	%	(0.2)	%
CARVYKTI	808	343	*		*		*
DARZALEX	6,776	5,570	21.7		22.0		(0.3)
ERLEADA	1,679	1,425	17.8		17.9		(0.1)
IMBRUVICA	1,444	1,554	(7.0)		(6.6)		(0.4)
RYBREVANT/ LAZCLUZE(1)	320	116	*		*		*
TALVEY	192	127	52.0		52.4		(0.4)
TECVAYLI	317	268	18.2		18.7		(0.5)
ZYTIGA/ abiraterone acetate	270	346	(21.7)		(21.9)		0.2
Other Oncology	182	156	16.4		16.8		(0.4)
Immunology	7,700	8,969	(14.1)		(13.6)		(0.5)
REMICADE	922	827	11.5		12.4		(0.9)
SIMPONI/ SIMPONI ARIA	1,349	1,091	23.7		25.1		(1.4)
STELARA	3,278	5,336	(38.6)		(38.2)		(0.4)
TREMFYA	2,142	1,714	25.0		25.4		(0.4)
Other Immunology	9	2	*		*		—
Neuroscience	3,698	3,585	3.2		3.6		(0.4)
CAPLYTA(2)	211	—	*		*		—
CONCERTA/methylphenidate	312	340	(8.3)		(7.1)		(1.2)
INVEGA SUSTENNA/ XEPLION/ INVEGA TRINZA/ TREVICTA	1,895	2,110	(10.2)		(9.9)		(0.3)
SPRAVATO	734	496	48.1		48.4		(0.3)
Other Neuroscience	547	639	(14.4)		(13.9)		(0.5)
Pulmonary Hypertension	2,138	2,088	2.4		2.5		(0.1)
OPSUMIT/ OPSYNVI	1,104	1,072	3.0		3.1		(0.1)
UPTRAVI	927	894	3.7		3.8		(0.1)
Other Pulmonary Hypertension	107	123	(12.5)		(12.3)		(0.2)
Infectious Diseases	1,605	1,786	(10.1)		(10.2)		0.1
EDURANT/rilpivirine	718	620	15.9		14.9		1.0
PREZISTA/ PREZCOBIX/ REZOLSTA/ SYMTUZA	799	856	(6.6)		(6.3)		(0.3)
Other Infectious Diseases(3)	88	311	(71.7)		(71.3)		(0.4)
Cardiovascular / Metabolism / Other	1,943	1,721	12.9		13.3		(0.4)
XARELTO	1,311	1,105	18.6		18.6		—
Other	632	616	2.7		3.9		(1.2)
Total Innovative Medicine Sales	$29,075	$28,052	3.6	%	4.0	%	(0.4)	%

*percentage greater than 100% or not meaningful


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(1) Includes the sales of RYBREVANT and RYBREVANT + LAZCLUZE

(2) Acquired with the Intra-Cellular Therapies acquisition on April 2, 2025

(3) Includes the Covid-19 Vaccine in 2024

Innovative Medicine segment sales in the fiscal second quarter of 2025 were $15.2 billion, an increase of 4.9% as compared to the same period a year ago, including an operational increase of 3.8% and a positive currency impact of 1.1%. U.S. Innovative Medicine sales increased 7.6% as compared to the same period a year ago. International Innovative Medicine sales increased by 1.0%, including an operational decline of 1.6% offset by a positive currency impact of 2.6%. In the fiscal second quarter of 2025, the net impact of acquisitions and divestitures on the worldwide Innovative Medicine segment operational sales growth was a positive 1.4%, related to CAPLYTA. In the fiscal second quarter of 2025, the negative impact of the STELARA sales decline, due to biosimilar competition, was an approximate 11.7%, 13.8% and 9.1% on worldwide, U.S. and international Innovative Medicine segment operational sales, respectively.

Major Innovative Medicine therapeutic area sales — Fiscal Second Quarter Ended


(Dollars in Millions)	June 29, 2025	June 30, 2024	Total Change		Operations Change		Currency Change
Oncology	$6,312	$5,090	24.0	%	22.3	%	1.7	%
CARVYKTI	439	186	*		*		*
DARZALEX	3,539	2,878	23.0		21.5		1.5
ERLEADA	908	736	23.4		21.0		2.4
IMBRUVICA	735	770	(4.5)		(6.6)		2.1
RYBREVANT/ LAZCLUZE(1)	179	69	*		*		*
TALVEY	106	69	55.0		54.3		0.7
TECVAYLI	166	135	23.1		22.4		0.7
ZYTIGA/ abiraterone acetate	145	165	(11.6)		(14.9)		3.3
Other Oncology	93	83	11.7		9.7		2.0
Immunology	3,993	4,722	(15.4)		(16.0)		0.6
REMICADE	455	393	15.9		15.9		0.0
SIMPONI/ SIMPONI ARIA	690	537	28.6		27.5		1.1
STELARA	1,653	2,885	(42.7)		(43.2)		0.5
TREMFYA	1,186	906	31.0		30.1		0.9
Other Immunology	8	2	*		*		—
Neuroscience	2,051	1,782	15.1		14.4		0.7
CAPLYTA(2)	211	—	*		*		—
CONCERTA/ methylphenidate	164	163	0.2		(0.2)		0.4
INVEGA SUSTENNA/ XEPLION/ INVEGA TRINZA/ TREVICTA	992	1,054	(5.9)		(6.3)		0.4
SPRAVATO	414	271	53.3		53.0		0.3
Other Neuroscience	270	294	(8.4)		(10.7)		2.3
Pulmonary Hypertension	1,113	1,039	7.1		6.2		0.9
OPSUMIT/ OPSYNVI	582	548	6.4		5.4		1.0
UPTRAVI	476	426	11.7		11.3		0.4
Other Pulmonary Hypertension	55	67	(16.9)		(19.0)		2.1
Infectious Diseases	803	965	(16.8)		(19.0)		2.2
EDURANT/rilpivirine	360	297	21.6		15.5		6.1
PREZISTA/ PREZCOBIX/ REZOLSTA/ SYMTUZA	396	438	(9.4)		(10.0)		0.6
Other Infectious Diseases(3)	47	233	(79.8)		(79.9)		0.1
Cardiovascular / Metabolism / Other	930	892	4.2		4.0		0.2
XARELTO	621	587	5.6		5.6		—

Other	309	305	1.4		0.9		0.5
Total Innovative Medicine Sales	$15,202	$14,490	4.9	%	3.8	%	1.1	%

*percentage greater than 100% or not meaningful


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(1) Includes the sales of RYBREVANT and RYBREVANT + LAZCLUZE

(2) Acquired with the Intra-Cellular Therapies acquisition on April 2, 2025

(3) Includes the Covid-19 Vaccine in 2024

Oncology products achieved operational sales growth of 22.3% as compared to the same period a year ago. Strong sales of DARZALEX (daratumumab) were driven by continued share gains and market growth. Growth of ERLEADA (apalutamide) was due to continued share gains and market growth partially offset by the impact of Medicare Part D redesign. Increased sales of CARVYKTI (ciltacabtagene autoleucel) were driven by continued share gains and capacity expansion. Additionally, sales from the ongoing launches of TECVAYLI (teclistamab-cqyv), TALVEY (talquetamab-tgvs) and RYBREVANT (amivantamab)/LAZCLUZE (lazertinib) contributed to the growth. Growth was partially offset by ZYTIGA (abiraterone acetate) due to loss of exclusivity and IMBRUVICA (ibrutinib) declines due to competitive pressures and the impact of Medicare Part D redesign.

Immunology products experienced an operational decline of 16.0% as compared to the same period a year ago primarily due to the decline of STELARA (ustekinumab) sales driven by the impact of biosimilar competition and Medicare Part D redesign. The growth of TREMFYA (guselkumab) was due to share gains, market growth and launch-related inventory dynamics partially offset by the impact of Medicare Part D redesign. The increase in SIMPONI/SIMPONI ARIA sales was primarily driven by the Merck, Sharp & Dohme return of rights in Europe in the fiscal fourth quarter of 2024. The increase in REMICADE (infliximab) sales was due to favorable patient mix, market growth, and the Merck, Sharp & Dohme return of rights in Europe, partially offset by biosimilar competition.

Sales of STELARA in the United States were approximately $6.7 billion in fiscal 2024. Third parties have filed abbreviated Biologics License Applications with the FDA seeking approval to market biosimilar versions of STELARA. The Company has settled certain litigation under the Biosimilar Price Competition and Innovation Act of 2009. 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.

Neuroscience products, which include sales of CAPLYTA (lumateperone) acquired with the Intra-Cellular Therapies (Intra-Cellular) acquisition on April 2, 2025, achieved operational growth of 14.4% as compared to the same period a year ago. Growth of SPRAVATO (esketamine) was driven by continued increased physician and patient demand. Growth was partially offset by the sales decline of INVEGA SUSTENNA / XEPLION / INVEGA TRINZA / TREVICTA primarily due to the impact of Medicare Part D redesign and unfavorable patient mix.

Pulmonary Hypertension products achieved operational sales growth of 6.2% as compared to the same period a year ago. Sales growth of OPSUMIT (macitentan)/ OPSYNVI (macitentan/tadalafil) were driven by market growth, inventory dynamics, and share gains partially offset by the impact of Medicare Part D redesign. The sales growth of UPTRAVI (selexipag) was driven by market growth and inventory dynamics partially offset by the impact of Medicare Part D redesign.

Infectious disease products experienced an operational sales decline of 19.0% as compared to the same period a year ago primarily driven by declines across the portfolio including COVID-19 vaccine revenue in Other Infectious Diseases. The decline was partially offset by growth of EDURANT/rilpivirine.

Cardiovascular / Metabolism / Other products achieved operational growth of 4.0% as compared to the same period a year ago. The growth of XARELTO (rivaroxaban) sales was primarily driven by the impact of Medicare Part D redesign and market growth partially offset by continued share declines.

The Inflation Reduction Act (IRA) contains provisions that redesign the Medicare Part D benefit in various ways, including by shifting a greater portion of costs to manufacturers within certain coverage phases and replacing the Part D coverage gap discount program with a new manufacturer discounting program.

The Company maintains a policy that no end customer will be permitted direct delivery of product to a location other than the billing location. This policy impacts contract pharmacy transactions involving non-grantee 340B covered entities for most of the Company’s drugs, subject to multiple exceptions. Both grantee and non-grantee covered entities can maintain certain contract pharmacy arrangements under policy exceptions. The Company has been and will continue to offer 340B discounts to covered entities on all of its covered outpatient drugs, and it believes its policy will improve its ability to identify inappropriate duplicate discounts and diversion prohibited by the 340B statute. The 340B Drug Pricing Program is a U.S. federal government program requiring drug manufacturers to provide significant discounts on covered outpatient drugs to covered entities.


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MedTech

The MedTech segment sales in the fiscal six months of 2025 were $16.6 billion, an increase of 5.0% as compared to the same period a year ago, with an operational increase of 5.1% and a negative currency impact of 0.1%. U.S. MedTech sales increased by 6.6%. International MedTech sales increased by 3.3%, including an operational increase of 3.6% and a negative currency impact of 0.3%. In the fiscal six months of 2025, the net impact of acquisitions and divestitures on the MedTech segment operational sales growth was a positive 2.4%, primarily related to the Shockwave acquisition.

Major MedTech franchise sales — Fiscal Six Months Ended



(Dollars in Millions)	June 29, 2025	June 30, 2024	Total Change		Operations Change		Currency Change
Surgery	$4,951	$4,904	1.0	%	1.5	%	(0.5)	%
Advanced	2,237	2,228	0.4		0.8		(0.4)
General	2,714	2,676	1.4		2.0		(0.6)
Orthopaedics	4,546	4,652	(2.3)		(2.3)		0.0
Hips	830	839	(1.1)		(1.1)		0.0
Knees	778	795	(2.0)		(2.0)		0.0
Trauma	1,540	1,524	1.1		1.0		0.1
Spine, Sports & Other	1,398	1,495	(6.5)		(6.7)		0.2
Cardiovascular	4,416	3,679	20.0		20.0		0.0
Electrophysiology	2,791	2,667	4.7		4.7		0.0
Abiomed	868	750	15.7		15.5		0.2
Shockwave (1)	550	77	*		*		—
Other Cardiovascular	207	185	11.7		11.8		(0.1)
Vision	2,648	2,543	4.1		4.2		(0.1)
Contact Lenses/Other	1,884	1,828	3.1		2.8		0.3
Surgical	764	715	6.9		7.6		(0.7)
Total MedTech Sales	$16,561	$15,778	5.0	%	5.1	%	(0.1)	%

*Percentage greater than 100% or not meaningful

(1) Acquired on May 31, 2024


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MedTech segment sales in the fiscal second quarter of 2025 were $8.5 billion, an increase of 7.3% as compared to the same period a year ago, which included operational growth of 6.1% and a positive currency impact of 1.2%. U.S. MedTech sales increased by 8.0%. International MedTech sales increased by 6.7%, including operational growth of 4.1% and a positive currency impact of 2.6%. In the fiscal second quarter of 2025, the net impact of acquisitions and divestitures on the MedTech segment operational sales growth was a positive 2.0%, primarily related to the Shockwave acquisition.

Major MedTech franchise sales — Fiscal Second Quarter Ended


(Dollars in Millions)	June 29, 2025	June 30, 2024	Total Change		Operations Change		Currency Change
Surgery	$2,555	$2,488	2.7	%	1.8	%	0.9	%
Advanced	1,164	1,141	2.0		1.0		1.0
General	1,391	1,346	3.3		2.5		0.8
Orthopaedics	2,305	2,312	(0.3)		(1.6)		1.3
Hips	421	417	1.0		(0.2)		1.2
Knees	389	394	(1.1)		(2.3)		1.2
Trauma	768	759	1.2		(0.1)		1.3
Spine, Sports & Other	727	743	(2.1)		(3.7)		1.6
Cardiovascular	2,313	1,873	23.5		22.3		1.2
Electrophysiology	1,468	1,323	11.0		9.8		1.2
Abiomed	448	379	18.2		16.9		1.3
Shockwave(1)	292	77	*		*		—
Other Cardiovascular	104	93	10.8		9.7		1.1
Vision	1,369	1,285	6.5		4.6		1.9
Contact Lenses/Other	965	918	5.1		2.9		2.2
Surgical	403	367	9.9		8.9		1.0
Total MedTech Sales	$8,541	$7,957	7.3	%	6.1	%	1.2	%

*Percentage greater than 100% or not meaningful

(1) Acquired on May 31, 2024

The Surgery franchise achieved operational sales growth of 1.8% as compared to the prior year fiscal second quarter. The operational growth in Advanced Surgery was primarily due to the strength of the portfolio and commercial execution in Biosurgery and strategic price actions in Endocutters. The growth was partially offset by the negative impact of China volume-based procurement and competitive pressures in Energy and Endocutters. The operational growth in General Surgery was primarily driven by technology penetration and upgrades within the differentiated Wound Closure portfolio.

The Orthopaedics franchise experienced an operational sales decline of 1.6% as compared to the prior year fiscal second quarter. All platforms were impacted by revenue disruption from the previously announced Orthopaedics restructuring. The operational decline in Hips reflects the negative impact of China volume-based procurement and trade inventory dynamics partially offset by procedure growth. The operational decline in Knees was driven by competitive pressures and market headwinds, partially offset by strength of the ATTUNE portfolio and pull through related to the VELYS Robotic assisted solutions. The operational decline in Trauma was primarily driven by the lapping of the strong prior year comparator partially offset by recently launched products, procedure growth and commercial execution. The operational sales decline in Spine, Sports & Other reflects competitive pressures, price pressures in the U.S. Early Interventional segment and China volume-based procurement.

The Cardiovascular franchise, which includes sales from Shockwave Medical (Shockwave) acquired on May 31, 2024, achieved operational sales growth of 22.3% as compared to the prior year fiscal second quarter. Abiomed sales growth was driven by the continued strong adoption of Impella 5.5 and Impella CP. Electrophysiology sales growth was driven by strength in competitive mapping, new product performance, procedure growth, and lapping of prior year inventory dynamics in China partially offset by competitive pressures in Pulsed Field Ablation catheters.

The Vision franchise achieved operational sales growth of 4.6% as compared to the prior year fiscal second quarter. The Contact Lenses/Other operational growth was driven by price actions and continued strong performance in the ACUVUE OASYS 1-Day family of products (including recent launches). The Surgical operational growth was primarily driven by the continued strength of recent innovations and commercial execution.


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Analysis of consolidated earnings before provision for taxes on income

Consolidated earnings before provision for taxes on income for the fiscal six months of 2025 was $20.1 billion representing 44.1% of sales as compared to $9.5 billion in the fiscal six months of 2024, representing 21.6% of sales. The fiscal six months of 2025 includes the reversal of approximately $7.0 billion, a significant portion of the previously accrued talc reserve. The fiscal six months of 2024 includes charges for talc matters of approximately $3.0 billion.

Consolidated earnings before provision for taxes on income for the fiscal second quarter of 2025 was $6.5 billion representing 27.3% of sales as compared to $5.7 billion in the fiscal second quarter of 2024, representing 25.6% of sales.

Cost of products sold

(Dollars in billions. Percentages in chart are as a percent to total sales)

Fiscal six months Q2 2025 versus Fiscal six months Q2 2024

Cost of products sold increased as a percent to sales driven by:

•Increased intangible asset amortization expense related to the Intra-Cellular acquisition in the Innovative Medicine business

•Unfavorable product mix driven by the decline of STELARA sales in the Innovative Medicine business

•Unfavorable transactional currency in the Innovative Medicine business

•Macroeconomic factors in the MedTech business

The intangible asset amortization expense included in cost of products sold for the fiscal six months of 2025 and 2024 was $2.4 billion and $2.2 billion, respectively.

Q2 2025 versus Q2 2024

Cost of products sold increased as a percent to sales primarily driven by:

•Unfavorable product mix driven by the decline of STELARA sales in the Innovative Medicine business

•Increased intangible asset amortization expense related to the Intra-Cellular acquisition in the Innovative Medicine business

•Macroeconomic factors in the MedTech business

The intangible asset amortization expense included in cost of products sold for the fiscal second quarters of 2025 and 2024 was $1.3 billion and $1.1 billion, respectively.


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Selling, marketing and administrative expenses

(Dollars in billions. Percentages in chart are as a percent to total sales)

Fiscal six months Q2 2025 versus Fiscal six months Q2 2024

Selling, Marketing and Administrative Expenses decreased as a percent to sales driven by:

•Corporate administrative expense rationalization

•Planned leverage and phasing of investments in the Innovative Medicine business

partially offset by

•Increased investment in the recent acquisitions of Intra-Cellular and Shockwave

Q2 2025 versus Q2 2024

Selling, Marketing and Administrative Expenses decreased as a percent to sales primarily driven by:

•Corporate administrative expense rationalization

partially offset by

•Increased investment in the recent acquisitions of Intra-Cellular and Shockwave

Research and development expense

Research and development expense by segment of business was as follows:


	Fiscal Second Quarter Ended							Fiscal Six Months Ended
	2025				2024			2025				2024
(Dollars in Millions)	Amount		% of Sales*		Amount	% of Sales*		Amount		% of Sales*		Amount	% of Sales*
Innovative Medicine	$2,869		18.9	%	$2,722	18.8	%	$5,417		18.6	%	$5,618	20.0	%
MedTech	647		7.6		718	9.0		1,324		8.0		1,364	8.6
Total research and development expense	$3,516		14.8	%	$3,440	15.3	%	$6,741		14.8	%	$6,982	16.0	%
Percent increase/(decrease) over the prior year	2.2	%						(3.5	%)
*As a percent to segment sales

Fiscal six months Q2 2025 versus Fiscal six months Q2 2024

Research and Development decreased as a percent to sales driven by:

•Planned leverage and phasing of investments in the Innovative Medicine business


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Q2 2025 versus Q2 2024

Research and Development decreased as a percent to sales driven by:

•Portfolio rationalization and expense phasing in the MedTech business

In-process research and development (IPR&D) impairments

In the fiscal second quarter and fiscal six months of 2024, the Company recorded a charge of approximately $0.2 billion associated with the M710 (biosimilar) asset acquired with Momenta in 2020. There was also a partial impairment of this asset for $0.2 billion in the fiscal third quarter of 2023. This asset is now fully impaired.

Interest (income) expense

Interest (income) expense in the fiscal six months of 2025 was net income of $80 million as compared to net income of $334 million in the fiscal six months of 2024. Interest income in the fiscal six months of 2025 decreased as compared to the prior year driven by lower interest rates earned on cash balances. Interest expense was higher due to a higher average debt balance at higher interest rates. Interest (income) expense in the fiscal second quarter of 2025 was net expense of $48 million as compared to net income of $125 million in the fiscal second quarter of 2024. Interest income in the fiscal second quarter of 2025 decreased as compared to the prior year driven by lower interest rates earned on cash balances. Interest expense was higher due to a higher average debt balance at higher interest rates. The balance of cash, cash equivalents and current marketable securities was $18.9 billion at the end of the fiscal second quarter of 2025 as compared to $25.5 billion at the end of the fiscal second quarter of 2024. The Company’s debt position was $50.8 billion as of June 29, 2025, as compared to $41.5 billion the same period a year ago.

Other (income) expense, net*

Fiscal six months Q2 2025 versus Fiscal six months Q2 2024

Other (income) expense, net for the fiscal six months of 2025 reflected an increase in income of $10.3 billion as compared to the prior year primarily due to the following:


Fiscal Six Months
(Dollars in Billions)(Income)/Expense	June 29, 2025		June 30, 2024	Change

Litigation related(1)	$	(6.9)	3.1	(10.0)
Acquisition, Integration and Divestiture related	0.4		0.5	(0.1)
Changes in the fair value of securities(2)	0.1		0.4	(0.3)
Employee benefit plan related	(0.3)		(0.5)	0.2
Other	(0.5)		(0.4)	(0.1)


Total Other (Income) Expense, Net	$	(7.2)	3.1	(10.3)

(1)The fiscal six months of 2025 includes the reversal of approximately $7.0 billion, a significant portion of the previously accrued talc reserve. The fiscal six months of 2024 includes charges of approximately $3.0 billion for talc matters. For additional details related to talc refer to Note 11 to the Consolidated Financial Statements.

(2)The fiscal six months of 2024 includes the loss on the completion of the debt for equity exchange of the retained stake in Kenvue


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Q2 2025 versus Q2 2024

Other (income) expense, net for the fiscal second quarter of 2025 reflected an increase in income of $0.6 billion as compared to the prior year primarily due to the following:


Fiscal Second Quarter
(Dollars in Billions)(Income)/Expense		June 29, 2025		June 30, 2024	Change

Acquisition, Integration and Divestiture related		$	0.3	0.4	(0.1)
Litigation related(1)		0.1		0.4	(0.3)
Changes in the fair value of securities(2)		0.0		0.4	(0.4)
Employee benefit plan related		(0.1)		(0.2)	0.1
Other		(0.2)		(0.3)	0.1


$	18.6	Q2 2025 Cash and cash equivalents

In addition, the Company had $0.3 billion in marketable securities at the end of the fiscal second quarter of 2025 and $0.4 billion at the end of fiscal year 2024.

Cash flow from operations of $8.1 billion was the result of:


(Dollars In Billions)
$	16.5	Net earnings
7.5		non-cash expenses and other adjustments primarily for depreciation and amortization, stock-based compensation, deferred tax provision, charge for in-process research and development assets and asset write-downs partially offset by the net gain on sale of assets/businesses
(2.9)		an increase in accounts receivable and inventories
(0.9)		a decrease in accounts payable and accrued liabilities
(6.2)		an increase in other current and non-current assets
(5.9)		a decrease in other current and non-current liabilities
$	8.1	Net cash flows from operations

Cash flow used by investing activities of $18.6 billion was primarily from:


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(Dollars In Billions)
$	(1.8)	additions to property, plant and equipment
0.3		proceeds from the disposal of assets/businesses, net
(14.5)		acquisitions, net of cash acquired
(0.4)		acquired in-process research and development assets/related milestones
0.5		net sales of investments
(2.7)		credit support agreements activity, net
0.0		Other and rounding
$	(18.6)	Net cash used by investing activities

Cash flow from financing activities of $4.8 billion was primarily from:


(Dollars In Billions)
$	(6.1)	dividends to shareholders
(2.1)		repurchase of common stock
12.7		net proceeds from short and long term debt
0.6		proceeds from stock options exercised/employee withholding tax on stock awards, net
(0.3)		credit support agreements activity, net
0.0		Other and rounding
$	4.8	Net cash from financing activities

The following table summarizes cash taxes paid net of refunds:


(Dollars in Millions)	June 29, 2025	December 29, 2024
Total U.S. (1)	3,710	4,156
Total Foreign	1,331	2,558
Total cash taxes paid net of refunds	5,041	6,714

(1)Represents Federal and State taxes and includes TCJA foreign undistributed earnings payments of $2.5 billion in 2025 and $2.0 billion in 2024

The Company has access to substantial sources of funds at numerous banks worldwide and has the ability to issue up to $20 billion in Commercial Paper. Furthermore, in June 2025, the Company secured a new 364-day Credit Facility of $10 billion (expiration on June 24, 2026) which may be used for general corporate purposes including to support our commercial paper borrowings. Interest charged on borrowings under the credit line agreement is based on either Secured Overnight Financing Rate (SOFR) Reference Rate or other applicable market rate as allowed plus applicable margins. Commitment fees under the agreement are not material.

As of June 29, 2025, the Company had cash, cash equivalents and marketable securities of approximately $18.9 billion and had approximately $50.8 billion of notes payable and long-term debt for a net debt position of $31.9 billion as compared to the prior year fiscal second quarter net debt position of $16.0 billion. In the fiscal first quarter of 2025, the Company issued senior unsecured notes for approximately $9.2 billion. For additional details on borrowings, see Note 4 to the Consolidated Financial Statements. The net proceeds from this offering were used to fund the Intra-Cellular Therapies, Inc. acquisition for approximately


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$14.5 billion which closed on April 2, 2025, and for general corporate purposes. 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 remaining balance of approximately $4.0 billion related to talc matters, $3.0 billion related to the current portion of Corporate bonds due and the remaining approximately $1.1 billion to settle opioid litigation (See Note 11 to the Consolidated Financial Statements for additional details). In addition, the Company monitors the global capital markets on an ongoing basis and from time to time may raise capital when market conditions are favorable.

Dividends

On April 15, 2025, the Board of Directors declared a regular cash dividend of $1.30 per share, payable on June 10, 2025, to shareholders of record as of May 27, 2025.

On July 16, 2025, the Board of Directors declared a regular cash dividend of $1.30 per share, payable on September 9, 2025, to shareholders of record as of August 26, 2025. The Company expects to continue the practice of paying regular quarterly cash dividends.

Other information

New accounting pronouncements

Refer to Note 1 to the Consolidated Financial Statements for new accounting pronouncements.

Economic and market factors

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.

Russia-Ukraine war

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 second quarter of 2025, including accounts receivable or inventory reserves, was not material. As of the fiscal six months ending June 29, 2025, and the fiscal year ending December 29, 2024, the business of the Company’s Russian subsidiaries represented less than 1% of the Company’s consolidated assets and represented approximately 1% of revenues. The Company does not maintain Ukrainian subsidiaries.

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.

Conflict in the Middle East

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 second quarter of 2025, including accounts receivable or inventory reserves, was not material. As of the fiscal six months ending June 29, 2025, and the fiscal year ending December 29, 2024, the business of the Company’s Israel subsidiaries represented less than 1% of both Company’s consolidated assets and revenues.

Other Macroeconomic Considerations

The Company operates in certain countries where the economic conditions continue to present significant challenges. The Company continues to monitor these situations and take appropriate actions. Inflation rates and currency exchange rates continue to have an effect on worldwide economies and, consequently, on the way the Company operates. The Company has accounted for operations in Venezuela, Argentina, Turkey and Egypt (beginning in the fiscal fourth quarter of 2024) as highly inflationary, as the


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prior three-year cumulative inflation rate surpassed 100%. In the face of increasing costs, the Company strives to maintain its profit margins through cost reduction programs, productivity improvements and periodic price increases.

Governments around the world consider various proposals to make changes to tax laws, which may include increasing or decreasing existing statutory tax rates. In connection with various government initiatives, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in other countries. A change in statutory tax rate in any country would result in the revaluation of the Company’s deferred tax assets and liabilities related to that particular jurisdiction in the period in which the new tax law is enacted. This change would result in an expense or benefit recorded to the Company’s Consolidated Statement of Earnings. The Company closely monitors these proposals as they arise in the countries where it operates. Changes to the statutory tax rate may occur at any time, and any related expense or benefit recorded may be material to the fiscal quarter and year in which the law change is enacted.

The Company may be further impacted by the imposition of tariffs, trade protection measures or other policies adopted by any jurisdiction that favor domestic companies and technologies over foreign competitors.

The Company faces various worldwide health care changes that may continue to result in pricing pressures that include health care cost containment and government legislation relating to sales, promotions and reimbursement of health care products.

Changes in the behavior and spending patterns of purchasers of healthcare products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and foregoing healthcare insurance coverage, may continue to impact the Company’s businesses.

The Company faces regular intellectual property challenges from third parties, including generic and biosimilar manufacturers, seeking to manufacture and market generic and biosimilar versions of key pharmaceutical products prior to the expiration of the applicable patents. These challengers file Abbreviated New Drug Applications or abbreviated Biologics License Applications with the FDA or otherwise challenged the coverage and/or validity of the Company’s patents. In the event the Company is not successful in defending the patent claims challenged in the resulting lawsuits, generic or biosimilar versions of the products at issue may be introduced to the market, resulting in the potential for substantial market share and revenue losses for those products, and which may result in a non-cash impairment charge in any associated intangible asset. There is also risk that one or more competitors could launch a generic or biosimilar version of the product at issue following regulatory approval even though one or more valid patents are in place.

Item 3 — Quantitative and qualitative disclosures about market risk

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in its Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

Item 4 — Controls and procedures

Disclosure controls and procedures. At the end of the period covered by this report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures. 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 Securities 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 Securities 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. Joaquin Duato, Chief Executive Officer; Chairman, Executive Committee and Joseph J. Wolk, Executive Vice President, Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Messrs. Duato and Wolk concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Internal control. During the period covered by this report, 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. The Company continues to monitor and assess the effectiveness of the design and operation of its disclosure controls and procedures.


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The Company is implementing a multi-year, enterprise-wide initiative to integrate, simplify and standardize processes and systems for the human resources, information technology, procurement, supply chain and finance functions. These are enhancements to support the growth of the Company’s financial shared service capabilities and standardize financial systems. This initiative is not in response to any identified deficiency or weakness in the Company’s internal control over financial reporting. In response to this initiative, the Company has and will continue to align and streamline the design and operation of its financial control environment.


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Part II — Other information

Item 1 — Legal proceedings

The information called for by this item is incorporated herein by reference to Note 11 included in Part I, Item 1, Financial Statements (unaudited) — Notes to Consolidated Financial Statements.

Item 2 — Unregistered sales of equity securities and use of proceeds

The following table provides information with respect to Common Stock purchases by the Company during the fiscal second quarter of 2025. Common stock purchases on the open market are made as part of a systematic plan to meet the needs of the Company's compensation programs. The repurchases below also include the stock-for-stock option exercises that settled in the fiscal second quarter.

Fiscal Month Period

Total Number

of Shares

Purchased(1)

Avg. Price
Per Share

Total Number of

Purchased as

Part of Publicly

Announced Plans

or Programs

Maximum Number of

Shares that May Yet

Be Purchased Under

the Plans or Programs

March 31, 2025 through April 27, 2025

—

April 28, 2025 through May 25, 2025

—

May 26, 2025 through June 29, 2025

—

Total

—

(1)During the fiscal second quarter of 2025, the Company did not repurchase any shares of Johnson & Johnson Common Stock in open-market transactions.


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Item 5 — Other information

Securities trading plans of Directors and Executive Officers. During the fiscal second quarter of 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the or of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Item 6 — Exhibits

Exhibit 31.1 Certification of Chief Executive Officer under Rule 13a-14(a) of the Securities Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Filed with this document.

Exhibit 31.2 Certification of Chief Financial Officer under Rule 13a-14(a) of the Securities Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Filed with this document.

Exhibit 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Furnished with this document.

Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Furnished with this document.

Exhibit 101:


EX-101.INS						Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
EX-101.SCH						Inline XBRL Taxonomy Extension Schema
EX-101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
EX-101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF						Inline XBRL Taxonomy Extension Definition Document

Exhibit 104:						Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: July 24, 2025


Date: July 24, 2025


JOHNSON & JOHNSON
(Registrant)


By			/s/ J. J. Wolk
			J. J. Wolk, Executive Vice President, Chief Financial Officer (Principal Financial Officer)


By			/s/ R. J. Decker Jr.
			R. J. Decker Jr., Controller (Principal Accounting Officer)


Form 10-Q			61

JOHNSON & JOHNSON - Quarter Report: 2025 June (Form 10-Q)

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