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Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Please provide the support described for each of the assertions in the third paragraph of page 7 and the subsections entitled "The Company's Organic Growth..." (page 8) and "The Company Has Repeatedly Missed Commitments..." (page 9).

No reply letter found.

For all material adjustments to your non-GAAP measures, please provide footnote disclosure that fully explains the nature of the adjustment and includes quantification of the components. For the separation-related costs, provide us with the quantified components along with a detailed explanation of each component.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will revise its disclosure to include footnote disclosure that explains the nature of the adjustments to our non-GAAP measures, including separation-related costs, and include quantification of the components in its future filings, where applicable, beginning with our next earnings release and Form 10-Q for the quarterly period ended March 30, 2025.

Rest of the answer

Please refer below for a representative example of the revised disclosure from the earnings release for the quarter ended December 29, 2024, incorporating the recommended footnote disclosures, including quantification and detailed explanations of components that comprise separation-related costs, which are not considered normal cash operating expenses as they are unique to the establishment of the Company (new text shown in underlined type; new text which includes information that has not been previously disclosed in past filings shown in underlined and italic type; capitalized terms represent defined terms in the filing).

The following table present reconciliations of GAAP to Non-GAAP for the period presented:

Fiscal Twelve Months Ended December 29, 2024

(Unaudited; Dollars in Millions) As Reported Adjustments Reference As Adjusted

Net sales $ 15,455 — $ 15,455

Gross profit $ 8,959 369 (a) $ 9,328

Gross profit margin 58.0 % 60.4 %

Operating income $ 1,841 1,487 (a)-(d) $ 3,328

Operating income margin 11.9 % 21.5 %

Net income $ 1,030 1,169 (a)-(f) $ 2,199

Net income margin 6.7 % 14.2 %

Interest expense, net $ 378

Provision for taxes $ 385

Depreciation and amortization $ 598

EBITDA (non-GAAP) $ 2,391 1,269 (b)-(e), (g) $ 3,660

EBITDA margin (non-GAAP) 15.5 % 23.7 %

Detail of Adjustments

Cost of sales SG&A/Restructuring expenses Impairment charges Other operating (income) expense, net Other expense, net Provision for taxes Total

Amortization of intangible assets(1)

$ 269 $ — $ — $ — $ — $ — $ 269

Restructuring expenses(2)

— 185 — — — — 185

Operating model optimization initiatives(2)

27 9 — — — — 36

Separation-related costs (including conversion of stock-based awards and Founder Shares)(3)

73 291 — — — — 364

Impairment charges(4)

— — 578 — — (151) 427

Impact of Deferred Markets—minority interest expense — — — 24 — — 24

Impact of Deferred Markets—provision for taxes — — — 35 — (35) —

Litigation income — — — (4) — — (4)

Losses on investments(5)

— — — — 72 — 72

Tax indemnification release — — — — (21) — (21)

Tax impact on special item adjustments — — — — — (183) (183)

Total $ 369 $ 485 $ 578 $ 55 $ 51 $ (369) $ 1,169

(a) (b) (c) (d) (e) (f)

Cost of sales less amortization $ 100

(g)

(1) Relates to the amortization of definite-lived intangible assets (primarily trademarks, trade names, and customers lists) over their estimated useful lives.

(2) Restructuring expenses and Operating model optimization initiative expenses of $221 million, which relate to the 2024 Multi-Year Restructuring Initiative and are composed of employee-related costs (one-time severance and other termination benefits) of $106 million, information technology and project-related costs of $99 million, and other implementation costs of $16 million.

(3) Composed of Separation-related costs of $296 million, the impact of the conversion of stock-based compensation awards of $39 million, and the incremental stock-based compensation from the issuance of the Founder Shares of $29 million. Separation-related costs of $296 million relate to non-recurring costs incurred in connection with our establishment of Kenvue as a standalone public company, primarily related to the disentanglement of systems and the costs associated with the discontinuation of certain information technology assets of $255 million and legal entity name changes of $41 million. We expect the Separation-related costs will continue through approximately the first half of fiscal year 2025.

(4) Impairment charges are composed of a non-cash charge of $488 million ($337 million after-tax) to adjust the carrying value of intangible assets and property, plant, and equipment related to the Dr.Ci:Labo® skin health business, the impact of a $68 million non-cash impairment charge related to the Company’s former corporate headquarters in Skillman, New Jersey, which was classified as held for sale on February 21, 2024, and a non-cash impairment charge of $22 million related to certain software development assets.

(5) Relates to impairment charges incurred to fully write off the Company’s equity investment balance.

Read in the reply ↗

Please revise the cover page to disclose the percentage of shares Johnson & Johnson will continue to own after the offering, as disclosed in the risk factor on page 51 and elsewhere in the prospectus, rather than merely stating the company will hold a majority. About this Prospectus, page iii

No reply letter found.

We note your statements on page iv that you have not independently verified third-party information and your information has not been verified by any independent source. It is not appropriate to directly or indirectly disclaim liability for statements in your registration statement. Please revise or specifically state that you take liability for these statements.

No reply letter found.

Please revise your Summary section to ensure that the information you include in your summary is balanced. For example, your discussion of your "iconic brands" should be balanced with a discussion regarding the competition you face, as you discuss on page 88, that holding a leading market share position for a particular product could still mean you possess a small share of the overall market, as you further explain

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on page 19, and that you will no longer be able to capitalize on the Johnson & Johnson brand as you rebrand your company as part of the Separation. To the extent that you cite strengths in your summary, please review each one and revise as necessary to provide balanced information that is of equal prominence, rather than listing brief and generalized risk factors at the end of this section. Your reference to product recalls in the summary should also specifically mention your 2021 recall of all lots of five Neutrogena and Aveeno aerosol sunscreen product lines, and your discussion of legal proceedings related to talc or talc-containing products should briefly explain the claims underlying such proceedings and that you presently sell talc-based Baby Powder in certain markets outside the U.S. and Canada. You should also explain that the indemnity from Johnson & Johnson for claims from the U.S. and Canada may not be sufficient to protect you. In addition, disclose that you will be a holding company that will rely on your subsidiaries for cash after the transaction.

No reply letter found.

Please revise to substantiate the following claims or otherwise revise or remove them: • you help and empower "an estimated 1.2 billion people live healthier lives every day, from their very first day;" and • that your consumers have an emotional connection to your products "and a deep association of care and well-being that fosters lifelong loyalty to [y]our brands."

No reply letter found.

We note the risk factor disclosure on pages 48-57. Clarify what aspects of the transfer of assets, liabilities and contracts from Johnson & Johnson to the company will not be complete upon the closing of this offering, and what aspects of your relationship will be ongoing, such as your tax consolidation, tax matters agreement, and joint and several tax liability addressed on page 57, your uncapped indemnification

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obligation addressed on page 56, and similar matters. These should be addressed prominently in the summary, the summary risk factors and in more detail in an appropriate section of your document. Also revise to further clarify the time frame for rebranding "following completion of this offering" as noted on page 51.

No reply letter found.

We note your statements throughout the summary and other sections of your prospectus regarding the efficacy of your products, including the efficacy of Listerine and Baby CottonTouch Wash and Lotion. Please revise your Summary to explain which of your products' efficacy and safety claims have been approved by the FDA or similar regulatory authorities, and that efficacy or safety claims for your other products have

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not been approved by regulatory authorities.

No reply letter found.

Please revise to quantify the amount of financing arrangements into which you intend to enter, and specify any restrictions that will be imposed on you and your operations by such financing arrangements.

No reply letter found.

Please revise the summary risk factors to briefly state the principal factors that make an investment in the company or this offering speculative or risky. For example, clarify the risk associated with "[y]our ability to successfully expand [y]our global operations" and "[y]our ability to resolve favorably legal proceedings to which [you] are subject or may become subject in the future." Risks Related to This

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Offering and Ownership of Our Common Stock Our amended and restated certificate of incorporation will provide that certain courts within the State of Delaware . . . , page 63

No reply letter found.

Please revise this risk factor to disclose that there is also a risk that your exclusive forum provision may result in increased costs for investors to bring a claim.

No reply letter found.

You caution potential investors “not to rely on these forward-looking statements.” Although you may caution investors about the uncertainties inherent in such information, investors are entitled to rely on the disclosure in your document. Please revise this statement to clarify.

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Also revise the disclosure on page 67 to clarify that you have summarized all material risks in the risk factors, rather than “certain” risks, and revise the risks factors accordingly.

No reply letter found.

Please revise the Capitalization table to include a separate column for actual, as adjusted to give effect to the matters noted in the pro forma column, except the estimated offering proceeds, and a separate pro forma column for the estimated offering proceeds.

No reply letter found.

Revise this section to more specifically address the debt to be incurred with the offering and the anticipated sources of funds to be used for repayment.

No reply letter found.

You state that you have experienced the effects of inflation, and that you may not be able to fully offset such higher costs through price increases if your costs continue to be subject to significant inflationary pressures. Please revise to explain the extent you have been able to offset the effects of inflation through price increases.

No reply letter found.

Please revise your intellectual property disclosure to provide a more specific discussion of the type of patent protection on which you rely for for each material product or product family, including a discussion of expiration dates and jurisdiction. Please explain whether you license any patents for any material product or product family.

No reply letter found.

We refer to your statement that you will be permitted to use the “Johnson & Johnson” name and signature and other legacy Johnson & Johnson branding for a limited duration following the Separation. Please revise to specify the duration.

No reply letter found.

Please disclose in greater detail the contractual obligations and responsibilities of both you and Johnson & Johnson, and the financial terms of each of the agreements you intend to enter into prior to or concurrently with the completion of the offering, as those agreements become available prior to effectiveness.

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Clarify which “form of” related party agreements in the Exhibits index will be replaced with final, signed agreements in a preeffective amendment and which will not be finalized prior to effectiveness.

No reply letter found.

We note the draft language at the top of page F-2 regarding the change in composition of reportable segments. Please confirm that your auditors will remove this paragraph prior to the company going effective and sign and date the report as deemed appropriate. In your next amendment, please have your auditors sign the audit report on page F-4. 9. Related Parties, page F-26

No reply letter found.

Please revise to separately quantify each of the costs allocated from the parent and to disclose the methodology used in the allocation of these costs. 13. Commitments and Contingencies, page F-32

No reply letter found.

We note the disclosures on page F-35 of the class actions filed in the United States and Canada related to certain Neutrogena and Aveeno sunscreen products and Zantac, respectively, as well as the risk factor disclosure on page 37 regarding product recalls, please further discuss and quantify the impact that such recalls had on your financial statements for the periods presented. 15.

Rest of the question

Segments of Business and Geographic Areas, page F-36

No reply letter found.

We note the subcategories of each operating and reporting segment as listed on pages 4, 85 and F-10. Given this information and that previously, your three segments were reflected as six product groupings forming the Consumer Health segment of Johnson & Johnson, please explain to us how you considered the guidance in ASC 280-10-5040 related to information about products and services.

No reply letter found.

We note the risk factor disclosure on page 50. It appears from the disclosure on pages 50 and 196-97 that you are relying on the fact that the Separation and potential Distribution are not taxable, and that there otherwise could be significant tax obligations. Please revise the summary and an appropriate section of this document to discuss the material U.S.

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federal income tax consequences and provide a tax opinion in accordance with Regulation S-K, Item 601(b)(8), or advise.

No reply letter found.

Please provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

No reply letter found.

We acknowledge your revised disclosures in response to our prior comment 3, but reissue to the extent you have not generally revised the summary to balance your numerous statements of leadership and strengths.

No reply letter found.

We acknowledge your revised disclosures in response to our prior comment 4, but reissue to the extent that you continue to state on pages 1, 86 and 110, that you help "consumers across the world live healthier lives every day, from their very first day," without substantiation or introducing these statements as your beliefs.

No reply letter found.

We note the revision on page 8 and acknowledge your response to our prior comment 6. Revise this disclosure to clarify your references to "medical and clinical teams," and explain whether the teams and studies you reference are sponsored by you or Johnson & Johnson.

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For example, revise to clarify what medical conditions were studied by the medical and clinical teams with respect to your Listerine and Baby CottonTouch Wash and Lotion products, or revise the language that implies they studied medical conditions. Clarify what you mean by "effectively nourish[ing]" an infant's skin microbiome, and on page 121, explain your statement that you are addressing skin sensitivity with "efficacious" solutions. At the top of page 9, clarify the nature of a "thermocosmetic therapeutic" product. Also to the extent applicable, balance your disclosure regarding these types of products by explaining that your product claims regarding efficacy are not subject to approval by the FDA or similar regulatory authorities.

No reply letter found.

We acknowledge your revised disclosures in response to prior comment 13. Please revise the heading of this risk factor to state that inflation has already adversely affected your results of operations. In addition, revise the hypothetical fourth sentence in the second paragraph to explain that in 2021, you were only able to partially offset inflation's effects with price increases. 15.

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Segments of Business and Geographic Areas, page F-36

No reply letter found.

We reference your response to comment 20. It is not clear to us that the guidance included in ASC 280-10-50-11 which provides criteria for an entity to determine its operating segments is relevant for purposes of the requirements to provide entity-wide disclosures about products and services.

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Please further explain the circumstances underlying your determination of how the breadth of your products are similar and can be combined at the same level as the operating segments for purposes of the entity-wide disclosures required by ASC 280-10-50-40.

No reply letter found.

We acknowledge your response to our prior comment 21. This Separation is a spinoff of Kenvue from Johnson & Johnson, and, as disclosed on page 52, "Johnson & Johnson has applied to receive a private letter ruling from the IRS substantially to the effect that, among other things, certain steps of the Separation together with the Distribution, if pursued, will qualify as a transaction that is tax-free for U.S.

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federal income tax purposes under Sections 355 and 368(a)(1)(D) of the U.S. Internal Revenue Code of 1986, as amended (the 'Code')." (emphasis added). Accordingly, please revise to provide the tax opinion and associated disclosure referenced in our prior comment.

No reply letter found.

We acknowledge your response to comment 1, but continue to believe that your disclosure in the Prospectus Summary discussing your strengths should be balanced. Please revise accordingly.

The Company has revised its disclosure on pages 1-2 and 4-7 to address the Staff’s comments. Read in the reply ↗

We acknowledge your response to comment 2, but do not agree that referring to sales of distinct products sufficiently supports your statements that you "help consumers across the world live healthier lives every day, from their very first day" and "drive[] positive health outcomes around the world." Revise these statements to state them as your beliefs or to provide substantiation.

The Company has revised its disclosure on pages 1, 89-90 and 120 to address the Staff’s comments. Read in the reply ↗

We acknowledge your revised disclosure in response to comment 3. Please further revise as follows: • Provide the disclosure regarding the FDA that you added on page iii on page 8, to balance the disclosure of these studies. Your revised disclosure states that improving skin hydration helps to support babies' developing skin microbiome.

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Revise to clarify if the referenced study of baby wash and lotion supported this conclusion, or if you extrapolated that skin hydration helps support the baby's microbiome. Clarify here whether these products are cosmetics or drugs. In this regard, we note that wipes intended for a therapeutic purpose, such as killing germs on the skin, or treating acne, diaper rash, or other skin conditions, are drugs and would require FDA approval as such. • On page 9, revise to clarify how Aveeno products serve as "therapeutic" products. • Revise your document to clarify which of the products you name in your summary are cosmetics, medical devices, or drugs, and cross-reference that information from the discussion of your business segments at the top of page 4. We note the Government Regulations beginning on page 150 section does not address all products you have named in the document. • Revise your discussion of the Rhinocort study on page 141 to avoid conclusory language regarding efficacy, or, to the extent true, revise to clarify that the determination of effectiveness was made by the FDA or a similar regulatory authority. You may cite objective results from the study.

The Company has revised its disclosure on pages iii, 1, 4, 9, 123, 127-128, 131, 143 and 153-155 to address the Staff’s comments. Read in the reply ↗

We note disclosure of the $12 million impairment related to certain trademarks deemed as irrecoverable recorded during the fiscal nine months ended October 2, 2022. Please revise MD&A to clarify where you have recorded this impairment. Also, explain to us where the impairment is included in the intangible assets footnote on page F-10.

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You may contact Jenn Do at 202-551-3743 or Brian Cascio at 202-551-3676 if you have questions regarding comments on the financial statements and related matters. Please contact Abby Adams at 202-551-6902 or Dorrie Yale at 202-551-8776 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Michael E. Mariani, Esq.

The Company has revised its disclosure on pages 119, F-10, and F‑14 to address the Staff’s comments by disclosing the intangible impairment, including where the amount was recorded in the results of operations. Read in the reply ↗

We note that you have added prominent images after your prospectus cover page. We do not object to graphics that solely feature your products. However, it is not appropriate to include images that present only the most favorable aspects of your business, are marketing or advertising materials, or do not provide nor enhance relevant and meaningful disclosure that investors can use to make an informed investment

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decision. For guidance, refer to Question 101.02 of Securities Act Forms Compliance and Disclosure Interpretations and revise or remove accordingly.

The Company has revised the images after the prospectus cover to address the Staff’s comments. Read in the reply ↗

Please revise the summary to prominently highlight the potential conflicts of interest of your officers and directors addressed in the new risk factor on page 59. Business

The Company has revised its disclosure on pages 11 and 14 to address the Staff’s comments. Read in the reply ↗

We refer to your revised disclosure regarding certain offerings such as the Zyrtec AllergyCast application. Please revise to explain why you do not believe that this application is a medical device. In addition, you state that you offer certain connected health offerings such as the Nicorette QuickMist SmartTrack that are not offered in the U.S.

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With respect to these offerings that are not available in the U.S., please explain whether these offerings are not cosidered to be medical devices in the countries where they are made available, or if you have obtained any required regulatory approvals in such countries.

The Company has revised its disclosure on pages 156-157 to address the Staff’s comments. Read in the reply ↗

We note the revised disclosure in this section and the forms of certain agreements filed as exhibits. We note several agreements addressed in this section that remain absent from the exhibit index. Please revise to file all material agreements addressed in this section, including the Trademark Coexistence Agreement, Transition Services Agreement, Reverse Transition Services Agreement, the transition manufacturing

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agreements, and Data Transfer and Sharing Agreement, or advise. Refer to Comment 16 of our September 26, 2022 letter and Item 601(b)(10) of Regulation S-K. In addition, please revise the disclosure to disclose all material terms of the agreements. For example, explain the global parameters underlying the Trademark Coexistence Agreement. As another example, where the term of the agreement varies by product, such as in the Transition Manufacturing Agreement on page 221, disclose the term for all material products or product types.

The Company acknowledges the Staff’s comments to file all material agreements and notes that it has carefully considered the requirements of Item 601(b)(10) of Regulation S-K as they relate to such agreements. Item 601 of Regulation S-K sets forth the parameters as to whether an agreement is a “material contract” required to be filed as an exhibit to the Registration Statement.

Rest of the answer

Item 601(b)(10)(i)(A) of Regulation S-K provides, in pertinent part, that a registrant must file “[e]very contract that is not made in the ordinary course of business that is material to the registrant and is to be performed in whole or in part at or after the filing of the registration statement or report” and, for newly reporting registrants, “every contract not made in the ordinary course of business that is material to the registrant” that was entered into “not more than two years before the date on which such registrant . . . [f]irst files a registration statement or report.”

After careful consideration and in response to the Staff’s comments, the Company has filed the form of Transition Services Agreement and the form of Transition Manufacturing Agreement (in addition to the forms of several other agreements previously listed on the Exhibit Index) as exhibits to the Amended Registration Statement.

Regarding the Trademark Coexistence Agreement, the Johnson’s License Agreement, the Data Transfer and Sharing Agreement and the Reverse Transition Services Agreement, the Company acknowledges that it has disclosed the terms of these agreements in order to enable investors to form a better view of the separation transactions as a whole. However, for purposes of determining materiality under Item 601(a)(10), the Company respectfully advises the Staff that, for the following reasons, it has concluded that these agreements are not material to the Company in amount or significance and therefore are not required to be filed as exhibits to the Amended Registration Statement.

The Trademark Coexistence Agreement relates solely to the Company’s “Johnson’s” brand, which comprised less than 10% of the Company’s net sales for the fiscal year ended January 1, 2023. The Trademark Coexistence Agreement governs the relationship between the Company’s registration and use of certain trademarks related to the “Johnson’s” brand and Johnson & Johnson’s registration and use of certain trademarks related to the “Johnson & Johnson” company name. This agreement is not expected to limit the Company’s current or planned registrations, uses of trademarks or business operations related to the “Johnson’s” brand or to otherwise affect the Company’s current or planned operations with respect to such brand. As disclosed on page 223 of the Amended Registration Statement, the Trademark Coexistence Agreement contains parameters that govern the use of the trademarks related to the “Johnson’s” brand to avoid confusion among consumers with the “Johnson’s” and “Johnson & Johnson” marks.

The Johnson’s License Agreement relates to the Company’s perpetual licenses to use certain trademarks relating to the “Johnson’s” brand in certain jurisdictions where local law prevents the transfer of such trademarks from Johnson & Johnson to the Company. For the fiscal year ended January 1, 2023, sales of “Johnson’s” products across these jurisdictions comprised less than 5% of the Company’s net sales. The Company also respectfully notes that all the material terms, including that the licenses are irrevocable, exclusive, perpetual and royalty free, are disclosed on pages 222-223 of the Amended Registration Statement.

The Data Transfer and Sharing Agreement provides a framework via protocols for the request, transfer, extraction, traceability, retention and deletion of data pertaining to business records and personal information created, generated under or governed by one of the other agreements that the Company will enter into with Johnson & Johnson in connection with the Separation, including the Intellectual Property Agreement, which is the main agreement that governs the parties rights, responsibilities and obligations with respect to intellectual property matters, including data. The Data Transfer and Sharing Agreement does not provide the parties’ rights in the data, including ownership or license rights, nor the purposes for which such data may be used, which is governed by the other agreements that the Company will enter into with Johnson & Johnson in connection with the Separation. The Company has previously filed the form of Intellectual Property Agreement, which provides the Company and Johnson & Johnson with cross-licenses pertaining to such data. The Company does not believe that the administrative provisions of the Data Transfer and Sharing Agreement are material to the Company under Item 601(b)(10).

The Reverse Transition Services Agreement will contain terms substantially similar to the Transition Services Agreement, except that the Company will provide to (rather than receive from) Johnson & Johnson certain corporate services. As a result, the Company’s business and operations will not be reliant on Johnson & Johnson’s performance under the Reverse Transition Services Agreement nor will the Company generate material net sales as a result of the Reverse Transition Services Agreement. For these reasons, the risks identified on page 59 of the Amended Registration Statement with respect to the Transition Services Agreement are not applicable with respect to the Reverse Transition Services Agreement. Finally, the services the Company will provide to Johnson & Johnson pursuant to the Reverse Transition Services Agreement are expected to be of limited duration and are not expected, individually or in the aggregate, to have a material impact on the Company’s business, results of operations or financial condition.

The Company also acknowledges the Staff’s comments to disclose all material terms of its agreements with related persons and has revised its disclosure on pages 215, 219-220 and 223-228 to address the Staff’s comment. Nonetheless, the Company respectfully advises the Staff that it has concluded that the Trademark Coexistence Agreement, the Johnson’s License Agreement, the Data Transfer and Sharing Agreement and the Reverse Transition Services Agreement are not “material contracts” under Item 601(b)(10)(i)(A) of Regulation S-K and therefore are not required to be filed as exhibits to the Amended Registration Statement.

Read in the reply ↗

We note the addition of the adjustments for VAT legal resolution, gains on divestments and gains on previously held equity investment in Dr. Ci:Labo in arriving at Adjusted EBITDA and Adjusted net income. Please explain the reason for the addition of these adjustments.

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In addition, explain the nature of the VAT legal resolution and reconcile the amounts for the gains on divestments presented herein with the disclosure on page F-59 that during fiscal year 2021, 2020, and 2019, in separate transactions, you divested several brands and facilities and recognized a pre-tax gain of $29 million, $51 million, and $46 million, respectively.

The Company acknowledges the updated Non-GAAP Compliance and Disclosure Interpretations (C&DI) issued on May 17, 2016 and December 13, 2022, as well as Rule 100(b) of Regulation G. The Company respectfully advises the Staff that it has considered the prescribed guidance and the Staff’s overall perspective regarding non-GAAP measures, and the Company believes that the selected items that it excludes from non-GAAP measures do not cause those measures to be misleading.

Rest of the answer

In connection with its separation from Johnson & Johnson, the Company has developed its standalone non-GAAP policy, which considers lower materiality thresholds than Johnson & Johnson to identify non-GAAP items that are not reflective of core operating results.

The Company uses non-GAAP financial measures on an internal basis, period-over-period, to evaluate its operating performance, to analyze trends within its business, to assess its performance relative to its competitors and to establish operational goals and forecasts that are used in allocating resources. Therefore, the Company considers these measures useful to external stakeholders as these measures align with how the Company monitors its performance. The Company’s internal policy first applies a quantitative threshold followed by a qualitative assessment to certain non-recurring items, including litigation expenses and settlements (e.g., VAT legal resolution), gains and losses on divestments and acquisition-related gains (e.g., Dr. Ci:Labo) and losses, to determine whether it is appropriate to potentially exclude such items from the Company’s non-GAAP measures.

The three incremental adjustments (VAT legal resolution, Gains on divestments and Gain on previously held equity investment in Dr. Ci:Labo) qualify under the Company’s internal policy as they reflect gains that are one-time in nature and not considered normal and recurring operating items. Therefore, they have been excluded in arriving at Adjusted EBITDA and Adjusted Net Income in an effort to be consistent with how the Company will evaluate non-GAAP adjustments on a prospective basis.

With respect to the VAT legal resolution, during fiscal year 2021, as a result of a ruling by the Supreme Federal Court of Brazil related to the methodology to calculate Brazilian Federal Social Contributions on Gross Revenues, the Company was entitled to certain one-time tax credits for VAT paid in prior years, which were recognized in fiscal year 2021. Given the distinctive and substantial nature of these credits, the Company believes it is meaningful to exclude the amount that is not reflective of core operating performance. The Company has revised its disclosure on pages 109-110 to address the Staff’s comments by clarifying the nature of this adjustment.

The gains on divestments amounts for fiscal years 2020 and 2021 are disclosed on pages F-28-29. The Company has revised its disclosure on page 109 to address the Staff’s comments by clarifying the nature of these adjustments.

In fiscal year 2019, the effects of the change in the fair value of contingent consideration related to a fiscal year 2018 divestiture were included as an adjustment to the applicable GAAP measures. There has been no other contingent consideration outstanding throughout the financial statement periods presented.

Read in the reply ↗

We acknowledge your response to prior comment 4, but continue to note disclosures in your document regarding the recognition of the Johnson's and Johnson & Johnson brand names as well as the nature of these documents as currently proposed related party transactions under Item 404 of Regulation S-K.

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Accordingly, please revise your descriptions of these related party agreements so that investors have a better understanding of the amounts expected to be involved with each transitional agreement and the duration of each agreement. Where the term of the agreement varies by product, such as in the Transition Services Agreement and the Transition Manufacturing Agreement, provide an explanation of which material products or product types are expected to be covered by the agreements for a longer duration. In this regard, for example, we note your revised disclosure on page 224 that you expect the term for most services to terminate within 24 months, but that some other services will be provided for up to 60 months.

The Company has revised its disclosure on pages 219-223 and 225 to address the Staff’s comments. Read in the reply ↗

We note the revised disclosure on page 11. Please revise to disclose here that prior to the completion of this offering, you expect to complete a private placement issuance of senior notes in an aggregate principal amount of up to $9 billion, and that you also expect to enter into a five-year senior unsecured revolving credit facility in an aggregate principal amount of $4 billion and to have a commercial paper

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program for the issuance of up to $4 billion in aggregate principal amount, as you state elsewhere in your prospectus. Also specify any restrictions that will be imposed on you and your operations by such financing arrangements. Refer to comment 7 of our September 28, 2022 letter. Please also revise to disclose that all of the underwriters in this offering are also participating in the Notes Offering, for which they will receive customary fees and commissions, as you further explain on page 247.

The Company has revised its disclosure on page 12 to address the Staff’s comments. Read in the reply ↗

We note the revised disclosure on page 112 regarding the debt to be incurred in connection with the Separation. Please revise to further address the anticipated sources of funds for repayment. Refer to comment 12 of our letter dated September 28, 2022. Underwriting, page 242

The Company has revised its disclosure on page 115 to address the Staff’s comments. Read in the reply ↗

We note the disclosure on this page that, "[t]o the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any shares in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations." Please revise this section to name the applicable U.S.

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registered broker-dealers that each such underwriter will use, or advise.

The Company has revised its disclosure on page 245 to address the Staff’s comments. Read in the reply ↗

Please have counsel revise Exhibit 5.1 to provide their legal opinion with respect to the number of securities being registered.

The Company has revised and refiled Exhibit 5.1 in the Amended Registration Statement to address the Staff’s comments. Read in the reply ↗