July 18, 2019
Joseph J. Wolk
Chief Financial Officer
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Re: Johnson & Johnson
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed January 22, 2019
Form 8-K dated January 22, 2019
Filed January 22, 2019
File No. 001-03215
Dear Mr. Wolk:
We have reviewed your filings 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
General
1. In your letter to us dated May 25, 2016, you discussed contacts with
Syria and Sudan.
Johnson & Johnson Customer Connect's website lists Syria under its
Europe, Middle East
and Africa region, and a May 28, 2019 Business Monitor Online report on
the Sudan
Pharmaceuticals & Healthcare Competitive Landscape reports that you
import products
into Sudan. As you are aware, Syria and Sudan are designated by the State
Department as
state sponsors of terrorism and are subject to U.S. economic sanctions
and/or export
controls. Your Form 10-K does not provide disclosure about those
countries. Please
describe to us the nature and extent of any past, current, and
anticipated contacts with
Syria and Sudan since your 2016 letter, including contacts with those
countries'
governments, whether through subsidiaries, distributors, affiliates, or
other direct or
Joseph J. Wolk
FirstName LastNameJoseph J. Wolk
Johnson & Johnson
Comapany NameJohnson & Johnson
July 18, 2019
July 18, 2019 Page 2
Page 2
FirstName LastName
indirect arrangements.
2. Please discuss the materiality of any contacts with Syria and Sudan,
in quantitative terms
and in terms of qualitative factors that a reasonable investor would
deem important in
making an investment decision. Tell us the approximate dollar amounts
of any revenues,
assets and liabilities associated with those countries for the last
three fiscal years and the
subsequent interim period. Address for us the potential impact of the
investor sentiment
evidenced by divestment and similar initiatives that have been
directed toward companies
that have operations associated with state sponsors of terrorism.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
21. Legal Proceedings, page 84
3. You disclose that for your litigation and regulatory matters for which
a loss is probable or
reasonably possible, you are unable to estimate the possible loss or
range of loss beyond
the amounts already accrued. Please address the following:
Clarify for us whether this statement applies to all, or just a
portion, of your litigation
and regulatory matters. For example, as it specifically relates to
the various legal
proceedings and regulatory matters associated with your body
powder products
containing talc, you disclose an adverse verdict received in July
2018 in the amount of
$4.7 billion. You are appealing this verdict and have accrued for
defense costs only in
connection with this product liability litigation. Please explain
to us whether you
believe that it is at least reasonably possible that you will not
prevail on appeal and
would therefore be subject to the $4.7 billion judgment. If so, it
would appear that at a
minimum you would be able to estimate a range of reasonably
possible losses for this
case for disclosure purposes pursuant to ASC 450-20-4.
Explain to us the factors you consider and procedures you undertake
to attempt to
develop a range of reasonably possible loss for disclosure. In
this regard, with respect
to various litigation and regulatory matters you disclose that the
type of relief sought
may include damages, fines, penalties and/or other monetary
relief. In cases where
monetary relief is sought and has been quantified, explain to us
why that would not be
considered as part of a reasonable estimate of reasonably possible
losses.
For each material matter disclosed (including, but not limited to,
your talc and opioid-
related matters), explain to us what factors are causing your
inability to estimate and
when you expect those factors to be alleviated.
Form 8-K filed January 22, 2019
Exhibit 99.20
Reconciliation of Non-GAAP Financial Measures, page 1
4. We note that you exclude litigation expenses from your non-GAAP
Measures. Please
explain to us why these are not normal, recurring, cash operating
expenses necessary to
Joseph J. Wolk
Johnson & Johnson
July 18, 2019
Page 3
operate your business. See Question 100.01 of the updated Non-GAAP
Compliance and
Disclosure Interpretations issued on May 17, 2016.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Ibolya Ignat at (202) 551-3636 or Angela Connell at
(202) 551-3426
with any questions
FirstName LastNameJoseph J. Wolk Sincerely,
Comapany NameJohnson & Johnson
Division of
Corporation Finance
July 18, 2019 Page 3 Office of Healthcare
& Insurance
FirstName LastName