JNJ

존슨앤드존슨
JOHNSON & JOHNSON · CIK 200406
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이번 보고서
2025 연차보고서
10-K · 기간 말 2025. 12. 28. · 제출 2026. 2. 11.
비교 기준
2024 연차보고서
10-K · 기간 말 2024. 12. 29.
SEC 원문 ↗
4
새 리스크 항목
7
신규 문단
8
수정 문단
2
삭제
+5%
분량 변화
AI 한국어 요약

한 줄 요약

J&J가 2025년 10월 발표한 정형외과(Orthopaedics) 사업 분리 계획과 관련된 리스크를 별도 항목으로 새로 추가했어요.

주목할 변화

  • 신규정형외과 사업 분리가 계획대로 안 될 수 있음분리가 예정된 조건이나 일정대로 끝나지 않거나 아예 무산될 수 있다고 적었어요. 이사회 최종 승인, 규제 승인, 직원 대표기구 협의 같은 조건이 남아 있다고 밝혔어요("may not be completed on the terms or timeline currently contemplated, if at all").
  • 신규분리 비용 부담과 기대 효과 미달 가능성분리 과정에서 큰 비용이 든다고 명시했어요. 기대한 전략·재무 효과를 다 얻지 못할 수 있고, 그 전제가 된 가정 일부가 틀릴 수 있다고도 적었어요("some of which may prove incorrect").
  • 신규분리 전후 주가 변동성분리가 주가에 어떤 영향을 줄지 예측할 수 없다고 했어요. 분리 시점 전후로 주가 변동이 커질 수 있다는 문장도 넣었어요("may be more volatile around the time of the planned separation").
  • 강화관세 표현이 '발표'에서 '부과'로 바뀜중국·멕시코·캐나다를 콕 집어 "recently announced tariffs"라고 쓴 문장은 지웠어요. 대신 미국 정부가 관세를 "has imposed and/or announced"라고 바꿔, 이미 부과된 관세까지 포함하는 표현으로 바꿨어요.
  • 신규데이터 현지화·국외 이전 제한자국 기업에 유리한 무역 보호 조치의 예시로 "data localization laws and restrictions on data transfers"를 새로 넣었어요.
  • 강화사이버보안 위험 요인 확대공격 위험을 키우는 요인에 외부 업체 의존 증가("increasing use and reliance on third parties")를 추가했어요. AI만 언급하던 부분도 "AI and other emerging technology"로 넓혔어요.
  • 삭제특허 무단 사용 문장에서 러시아 언급 제거예전엔 러시아를 직접 예로 들었어요. 이번엔 국가명을 빼고 "in some countries"로만 적었어요.

참고

J&J는 2025년 10월 정형외과 사업 분리 의향을 발표했어요. 발표 시점부터 18~24개월 안에 분리를 마치는 것을 목표로 하고 있어요.

원문 비교
  1. 새 리스크 항목
    Risks related to the planned separation of our Orthopaedics business
  2. 새 리스크 항목
    The planned separation of the Company's Orthopaedics business may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the expected results
  3. 신규The planned separation of the Company's Orthopaedics business may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the expected results
    In October 2025, the Company announced its intention to separate the Company's Orthopaedics business. The Company is targeting completion of the planned separation in 18 to 24 months after initial announcement. Completion of the planned separation will be subject to the satisfaction of certain conditions, including, among others, consultations with works councils and other employee representative bodies, as may be required, final approval of the Company's Board of Directors, and receipt of other regulatory approvals. There can be no assurance regarding the ultimate timing of the planned separation or that such separation will be completed. Unanticipated developments could delay, prevent or otherwise adversely affect the planned separation, including but not limited to disruptions in general or financial market conditions or potential problems or delays in obtaining various regulatory approvals or clearances.
  4. 새 리스크 항목
    The costs to complete the planned separation will be significant. In addition, the Company may be unable to achieve some of the strategic and financial benefits that it expects to achieve from the planned separation of the Company's Orthopaedics business
  5. 신규The costs to complete the planned separation will be significant. In addition, the Company may be unable to achieve some of the strategic and financial benefits that it expects to achieve from the planned separation of the Company's Orthopaedics business
    The Company will incur significant expenses in connection with the planned separation. In addition, the Company may not be able to achieve the full strategic and financial benefits that are expected to result from the planned separation. The anticipated benefits of the planned separation are based on a number of assumptions, some of which may prove incorrect.
  6. 새 리스크 항목
    Following the planned separation, the price of shares of the Company's common stock may fluctuate significantly
  7. 신규Following the planned separation, the price of shares of the Company's common stock may fluctuate significantly
    The Company cannot predict the effect of the planned separation on the trading price of shares of its common stock, and market value of shares of its common stock may be less than, equal to or greater than the market value of shares of its common stock prior to the planned separation. In addition, the price of the Company's common stock may be more volatile around the time of the planned separation.
  8. 수정Counterfeit versions of our products could harm our patients and have a negative impact on our revenues, earnings, reputation and business.
    The industry’s failure to mitigate the threat of counterfeit medicines could adversely impact our business and reputation by impacting patient confidence in our authentic products, potentially resulting in lost sales, product recalls, and an increased threat of litigation. In addition, diversion of our products from their authorized market into other channels may result in reduced revenues and negatively affect our profitability.
  9. 수정The Company is subject to an increasing number of costly and complex governmental regulations in the countries in which operations are conducted which may have a material adverse affect on the Company’s financial condition and business operations.
    We are The Company is subject to an increasing number of costly and complex governmental regulations in the countries in which operations are conducted which may materially adversely have a material adverse affect on the Company’s financial condition and business operations.
  10. 수정Product reliability, safety and effectiveness concerns can have significant negative impacts on sales and results of operations, lead to litigation and cause reputational damage.
    Product concerns, whether raised internally or by litigants, regulators or consumer advocates, and whether or not based on scientific evidence, can result in safety alerts, field actions, such as product recalls, governmental investigations, regulatory action on the part of the U.S. FDA (or its counterpart in other countries), private claims and lawsuits, payment of fines and settlements, declining sales and reputational damage. These circumstances can also result in damage to brand image, brand equity and consumer trust in the Company’s products. Product recalls have in the past, and could in the future, prompt government investigations and inspections, the shutdown of manufacturing facilities, continued product shortages and related sales declines, significant remediation costs, reputational damage, possible civil penalties and criminal prosecution.
  11. 수정Changes in tax laws or exposures to additional tax liabilities could negatively impact the Company’s operating results.
    Changes in tax laws or regulations in the U.S. and around the world, including global minimum taxes could negatively impact the Company’s effective tax rate and results of operations. A change in statutory tax rate or certain international tax provisions 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 in the Company’s Consolidated Statement of Earnings. The Company closely monitors these proposals as they arise in the countries where it operates. Changes to tax laws or regulations 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.
  12. 수정The Company faces a variety of financial, economic, legal, social and political risks associated with conducting business internationally.
    Inflation and currency devaluation risks: The Company faces challenges in maintaining profitability of operations in economies experiencing high inflation rates. Specifically, the Company has accounted for operations in Argentina, Turkey, Venezuela and Egypt (beginning in the fiscal fourth quarter of 2024) as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%. While the Company strives to maintain profit margins in these areas through cost reduction programs, productivity improvements and periodic price increases, it might experience operating losses as a result of continued inflation.
  13. 수정The Company faces a variety of financial, economic, legal, social and political risks associated with conducting business internationally.
    Anti-bribery Anti-corruption and other regulations: The Company is subject to various federal and foreign laws that govern its international business practices with respect to payments to government officials. Those laws include the U.S. Foreign Corrupt Practices Act (FCPA), which prohibits U.S. publicly traded companies from promising, offering, or giving anything of value to foreign officials with the corrupt intent of influencing the foreign official for the purpose of helping the Company obtain or retain business or gain any improper advantage. The Company’s business is heavily regulated and therefore involves significant interaction with foreign officials. Also, in many countries outside the U.S., the healthcare providers who prescribe human pharmaceuticals are employed by the government and the purchasers of human pharmaceuticals are government entities; therefore, the Company’s interactions with these prescribers and purchasers are subject to regulation under the FCPA. In addition to the U.S. application and enforcement of the FCPA, various jurisdictions in which the Company operates have laws and regulations, including the U.K. Bribery Act 2010, aimed at preventing and penalizing corrupt and anticompetitive behavior. Enforcement activities under these laws could subject the Company to additional administrative and legal proceedings and actions, which could include claims for civil penalties, criminal sanctions, and administrative remedies, including exclusion from healthcare programs.
  14. 수정Due to the international nature of the Company's business, geopolitical or economic changes or events, including global tensions and war, could adversely affect our business, results of operations or financial condition.
    As described above, the Company has extensive operations and business activity throughout the world. Global tensions, conflict and/or war among any of the countries in which we conduct business or distribute our products may result in foreign currency volatility, decreased demand for our products in affected countries, and challenges to our global supply chain related to increased costs of materials and other inputs for our products and suppliers. Most recently, we have experienced, and expect to continue to experience, impacts to the Company's business resulting from the Russia-Ukraine war, rising conflict in the Middle East as well as increasing tensions between the U.S. and China. In response to heightened conflict, such as the Russia-Ukraine war, governments may impose export controls and broad financial and economic sanctions. Our business and operations may be further impacted by the imposition of tariffs, trade protection measures or other policies - including data localization laws and restrictions on data transfers - adopted by any country that favor domestic companies and technologies over foreign competitors. Additional sanctions or other measures may be imposed by the global community, including but not limited to limitations on our ability to file, prosecute and maintain patents, trademarks and other intellectual property rights. Furthermore, in some countries, such as in Russia, action may be taken that allows companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation and we may not be able to prevent third parties from practicing the Company's inventions in Russia or from selling or importing products in and into Russia. products. In addition, the U.S. government has imposed and/or announced the potential imposition of tariffs on products manufactured in other jurisdictions.
  15. 수정An information security incident, including a cybersecurity breach, could have a negative impact on the Company’s business or reputation.
    To meet business objectives, the Company relies on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to process and store sensitive data (including confidential research, business plans, financial information, intellectual property, and personal data that may be subject to legal protection) to ensure the continuity of the Company’s supply chain and operations, and as part of many of the products we deliver to customers. The extensive range of information security and cybersecurity threats, which affect companies globally, pose a persistent risk to the security and availability of these systems and networks, including to customer products that are connected to or rely on such systems and networks, and the confidentiality, integrity, and availability of the Company’s sensitive data. The Company assesses these threats, responds to attacks and breaches that it has experienced, and makes investments to increase internal protection, detection, and response capabilities, as well as ensure the Company’s third-party providers have required capabilities and controls, to address this risk. Because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, attacks and increasing use and reliance on third parties, there is the potential for the Company to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. Also, The increasing use of AI and other emerging technology could also increase these risks. The Company maintains cybersecurity insurance in the event of an information security or cyber incident; however, the coverage may not be sufficient to cover all financial, legal, business or reputational losses.
  16. 문장 삭제Changes in tax laws or exposures to additional tax liabilities could negatively impact the Company’s operating results.
    Changes in tax laws or regulations around the world, including in the U.S. and as led by the Organization for Economic Cooperation and Development, such as the enactment by certain EU and non-EU countries, and the anticipated enactment by additional countries, of a global minimum tax, could negatively impact the Company’s effective tax rate and results of operations.
  17. 문장 삭제Due to the international nature of the Company's business, geopolitical or economic changes or events, including global tensions and war, could adversely affect our business, results of operations or financial condition.
    In addition, the U.S. government recently announced tariffs on products manufactured in several jurisdictions, including China, Mexico and Canada, and has made announcements regarding the potential imposition of tariffs on other jurisdictions.