United States securities and exchange commission logo
November 10, 2022
Thibaut Mongon
Chief Executive Officer
Kenvue Inc.
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Re: Kenvue Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October
27, 2022
CIK No.: 0001944048
Dear Thibaut Mongon:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 28, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. 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.
2. 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.
Thibaut Mongon
Kenvue Inc.
November 10, 2022
Page 2
3. 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. 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.
Risk Factors
Volatility in the cost or availability of raw materials and other inputs for
our products. . ., page
31
4. 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. Segments of Business and Geographic Areas, page F-36
5. 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. 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.
General
6. 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. federal
income tax purposes
FirstName LastNameThibaut Mongon
under Sections 355 and 368(a)(1)(D) of the U.S. Internal Revenue Code of
1986, as
Comapany NameKenvue
amended Inc. (emphasis added). Accordingly, please revise to
provide the tax
(the 'Code')."
opinion
November and associated
10, 2022 Page 2 disclosure referenced in our prior comment.
FirstName LastName
Thibaut Mongon
FirstName
Kenvue Inc.LastNameThibaut Mongon
Comapany 10,
November NameKenvue
2022 Inc.
November
Page 3 10, 2022 Page 3
FirstName LastName
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.