Common Stock, Stock Option Plans and Stock Compensation Agreements

12 Months Ended

Jan. 01, 2023

Share-Based Payment Arrangement [Abstract]

Common Stock, Stock Option Plans and Stock Compensation Agreements

At January 1, 2023, the Company had one stock-based compensation plan. The shares outstanding are for contracts under the Company's 2012 Long-Term Incentive Plan and the 2022 Long-Term Incentive Plan. The 2012 Long-Term Incentive Plan expired on April 26, 2022. All awards (stock options, restricted shares units and performance share units) granted subsequent to that date were under the 2022 Long-Term Incentive Plan. Under the 2022 Long-Term Incentive Plan, the Company may issue up to 150 million shares of common stock, of which up to 110 million shares of common stock may be issued subject to stock options or stock appreciation rights and up to 40 million shares of common stock may be issued subject to full value awards. Awards will generally be counted on a 1-for-1 basis against the share reserve, provided that if more than 40 million full value awards are granted, each full value award in excess of 40 million will be counted on a 5-for-1 basis against the share reserve. Shares available for future grants under the 2022 Long-Term Incentive Plan were 150 million at the end of fiscal year 2022.

The compensation cost that has been charged against income for these plans was $1,138 million, $1,135 million and $1,005 million for fiscal years 2022, 2021 and 2020, respectively. The total income tax benefit recognized in the income statement for share-based compensation costs was $196 million, $218 million and $210 million for fiscal years 2022, 2021 and 2020, respectively. The Company also recognized additional income tax benefits of $282 million, $223 million and $248 million for fiscal years 2022, 2021 and 2020, respectively, for which options were exercised or restricted shares were vested. The total unrecognized compensation cost was $939 million, $862 million and $804 million for fiscal years 2022, 2021 and 2020, respectively. The weighted average period for this cost to be recognized was 1.80 years, 1.78 years and 1.76 years for fiscal years 2022, 2021, and 2020, respectively. Share-based compensation costs capitalized as part of inventory were insignificant in all periods.

The Company settles employee benefit equity issuances with treasury shares. Treasury shares are replenished through market purchases throughout the year for the number of shares used to settle employee benefit equity issuances.

Stock Options

Stock options expire 10 years from the date of grant and vest over service periods that range from 6 months to 4 years. All options are granted at the average of the high and low prices of the Company’s Common Stock on the New York Stock Exchange on the date of grant.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. For 2022, 2021, and 2020 grants, expected volatility represents a blended rate of 10-year weekly historical overall volatility rate, and a 5-week average implied volatility rate based on at-the-money traded Johnson & Johnson options with a life of 2 years. For all grants, historical data is used to determine the expected life of the option. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant.

The average fair value of options granted was $23.23, $20.86 and $16.42, in fiscal years 2022, 2021 and 2020, respectively. The fair value was estimated based on the weighted average assumptions of:


	2022		2021		2020
Risk-free rate	1.98	%	0.83	%	1.47	%
Expected volatility	18.00	%	18.59	%	15.33	%
Expected life (in years)	7.0		7.0		7.0
Expected dividend yield	2.70	%	2.50	%	2.60	%

A summary of option activity under the Plan as of January 1, 2023, January 2, 2022 and January 3, 2021, and changes during the years ending on those dates is presented below:


(Shares in Thousands)	Outstanding Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value (Dollars in Millions)
Shares at December 29, 2019	111,637	$	105.63	$	4,478
Options granted	20,723	151.41
Options exercised	(16,275)	86.05
Options canceled/forfeited	(1,835)	137.62
Shares at January 3, 2021	114,250	116.22		4,703
Options granted	18,525	164.62
Options exercised	(13,248)	97.48
Options canceled/forfeited	(2,166)	149.75
Shares at January 2, 2022	117,361	125.36		5,364
Options granted	19,809	165.89
Options exercised	(16,310)	100.15
Options canceled/forfeited	(2,188)	160.56
Shares at January 1, 2023	118,672	$	134.95	$	4,949

The total intrinsic value of options exercised was $1,228 million, $919 million and $1,021 million in fiscal years 2022, 2021 and 2020, respectively.

The following table summarizes stock options outstanding and exercisable at January 1, 2023:


(Shares in Thousands)	Outstanding			Exercisable
Exercise Price Range	Options	Average Life(1)	Weighted Average Exercise Price	Options	Weighted Average Exercise Price
$72.54-$100.48	17,221	1.5	$93.07	17,221	$93.07
$101.87-$115.67	22,039	3.6	$108.78	22,039	$108.78
$129.51-$141.06	24,870	5.7	$130.88	24,228	$130.85
$151.41-$164.62	35,465	7.6	$157.75	150	$156.21
$164.63-$165.89	19,077	9.1	$165.89	23	$165.89
	118,672	5.8	$134.95	63,661	$113.06

(1) Average contractual life remaining in years.

Stock options outstanding at January 2, 2022 and January 3, 2021 were 117,361 and an average life of 5.8 years and 114,250 and an average life of 6.0 years, respectively. Stock options exercisable at January 2, 2022 and January 3, 2021 were 62,742 at an average price of $104.42 and 61,289 at an average price of $96.97, respectively.

Restricted Share Units and Performance Share Units

The Company grants restricted share units which vest over service periods that range from 6 months to 3 years. The Company also grants performance share units, which are paid in shares of Johnson & Johnson Common Stock after the end of a three-year performance period. Performance shares were granted with two equally-weighted goals that directly align with or help drive long-term total shareholder return: adjusted operational earnings per share and relative total shareholder return. The number of shares actually earned at the end of the three-year period will vary, based only on actual performance, from 0% to 200% of the target number of performance share units granted.

A summary of the restricted share units and performance share units activity under the Plans as of January 1, 2023 is presented below:


(Shares in Thousands)	Outstanding Restricted Share Units	Outstanding Performance Share Units








Shares at January 2, 2022	14,122	2,312
Granted	5,154	753
Issued	(4,866)	(637)
Canceled/forfeited/adjusted	(794)	(71)
Shares at January 1, 2023	13,616	2,357

The average fair value of the restricted share units granted was $153.67, $152.62 and $139.58 in fiscal years 2022, 2021 and 2020, respectively, using the fair market value at the date of grant. The fair value of restricted share units was discounted for dividends, which are not paid on the restricted share units during the vesting period. The fair value of restricted share units issued was $591 million, $611 million and $650 million in 2022, 2021 and 2020, respectively.

The weighted average fair value of the performance share units granted was $170.46, $179.35 and $160.54 in fiscal years 2022, 2021 and 2020, calculated using the weighted average fair market value for each of the component goals at the date of grant.

The fair values for the sales and earnings per share goals of each performance share unit were estimated on the date of grant using the fair market value of the shares at the time of the award discounted for dividends, which are not paid on the performance share units during the vesting period. The fair value for the relative total shareholder return goal of each performance share unit was estimated on the date of grant using the Monte Carlo valuation model. The fair value of performance share units issued was $94 million, $83 million and $91 million in fiscal years 2022, 2021 and 2020, respectively.