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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.

 FirstName LastNameThibaut Mongon
 Comapany NameKenvue Inc.
 November 10, 2022 Page 2
 FirstName LastName
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
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.

 FirstName LastNameThibaut Mongon
 Comapany NameKenvue Inc.
 November 10, 2022 Page 3
 FirstName LastName
Thibaut Mongon
Kenvue Inc.
November 10, 2022
Page 3
            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.