UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 1993 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to - ----------------------------------------------------------------- Commission file number 1-3215 JOHNSON & JOHNSON (Exact name of registrant as specified in its charter) NEW JERSEY 22-1024240 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) New Brunswick, New Jersey 08933 (Address of principal executive offices, including zip code) 908-524-0400 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. On July 30, 1993, 653,512,528 shares of Common Stock, $1.00 par value, were outstanding. - 1 - JOHNSON & JOHNSON AND SUBSIDIARIES TABLE OF CONTENTS Part I - Financial Information Page No. Consolidated Balance Sheet - July 4, 1993 and January 3, 1993 3 Consolidated Statement of Earnings for the Six Months Ended July 4, 1993 and June 28, 1992 5 Consolidated Statement of Cash Flows for the Six Months Ended July 4, 1993 and June 28, 1992 7 Notes to Consolidated Financial Statements 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Signatures 17 Part II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders 15 Items 1, 2, 3, and 5 are not applicable Exhibit Index 16 - 2 - Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) ASSETS July 4, January 3, 1993 1993 Current Assets: Cash and cash equivalents $ 595 745 Marketable securities, at cost which approximates market value 114 133 Accounts receivable, trade, less allowances $151 (1992 - $143) 2,146 1,855 Inventories (Note 4) 1,856 1,742 Deferred taxes on income 284 327 Prepaid expenses and other receivables 588 621 Total current assets 5,583 5,423 Marketable securities, non-current, at cost, which approximates market value 395 355 Property, plant and equipment, at cost 6,525 6,303 Less accumulated depreciation and amortization 2,370 2,188 4,155 4,115 Intangible assets, net (Note 5) 692 716 Deferred taxes on income 566 506 Other assets 822 769 Total Assets $ 12,213 11,884 See Notes to Consolidated Financial Statements - 3 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) LIABILITIES AND STOCKHOLDERS' EQUITY July 4, January 3, 1993 1993 Current Liabilities: Loans and notes payable $ 809 1,032 Accounts payable 832 910 Accrued liabilities 1,105 1,302 Taxes on income 291 183 Total current liabilities 3,037 3,427 Long-term debt 1,424 1,365 Deferred tax liability 86 91 Certificates of extra compensation 83 94 Other liabilities 1,878 1,736 Stockholders' equity Preferred stock - without par value (authorized and unissued 2,000,000 shares) - - Common stock - par value $1.00 per share (authorized 1,080,000,000 shares; issued 767,367,000 and 767,366,000 shares) 767 767 Note receivable from employee stock ownership plan (84) (92) Cumulative currency translation adjustments (255) (146) Retained earnings 7,304 6,648 7,732 7,177 Less common stock held in treasury, at cost (112,455,000 & 111,970,000 shares) 2,027 2,006 Total stockholders' equity 5,705 5,171 Total liabilities and stockholders' equity $ 12,213 11,884 See Notes to Consolidated Financial Statements - 4 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (Unaudited; dollars & shares in millions except per share figures) Fiscal Quarter Ended July 4, Percent June 28, Percent 1993 to Sales 1992 to Sales Sales to customers (Note 6) $3,541 100.0 3,413 100.0 Cost of products sold 1,148 32.4 1,119 32.8 Selling, marketing and administrative expenses 1,432 40.4 1,389 40.7 Research expense 286 8.1 268 7.9 Interest income (15) (.4) (34) (1.0) Interest expense, net of portion capitalized 33 .9 27 .8 Other (income) expense (13) (.3) 8 .2 2,871 81.1 2,777 81.4 Earnings before provision for taxes on income 670 18.9 636 18.6 Provision for taxes on income (Note 3) 175 4.9 184 5.4 NET EARNINGS $ 495 14.0 452 13.2 NET EARNINGS PER SHARE $ .75 .68 CASH DIVIDENDS PER SHARE $ .26 .23 AVG. SHARES OUTSTANDING 655.3 660.8 See Notes to Consolidated Financial Statements - 5 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (Unaudited; dollars & shares in millions except per share figures) Fiscal Six Months Ended July 4, Percent June 28, Percent 1993 to Sales 1992 to Sales Sales to customers (Note 6) $ 7,101 100.0 6,770 100.0 Cost of products sold 2,311 32.5 2,246 33.2 Selling, marketing and administrative expenses 2,868 40.4 2,744 40.5 Research expense 567 8.0 530 7.8 Interest income (35) (.5) (54) (.8) Interest expense, net of portion capitalized 64 .9 48 .7 Other income (44) (.6) (24) (.3) 5,731 80.7 5,490 81.1 Earnings before provision for taxes on income and cumulative effect of accounting changes 1,370 19.3 1,280 18.9 Provision for taxes on income (Note 3) 372 5.2 376 5.5 Earnings before cumulative effect of acctg changes 998 14.1 904 13.4 Cumulative effect of accounting changes, net of taxes (Note 2) - - (595) N.M. NET EARNINGS $ 998 14.1 309 N.M. NET EARNINGS PER SHARE (Note 2) Before cumulative effect of accounting changes $ 1.52 1.36 Cumulative effect of accounting changes, net of taxes (Note 2) - (.90) NET EARNINGS PER SHARE $ 1.52 .46 CASH DIVIDENDS PER SHARE $ .49 .43 AVG. SHARES OUTSTANDING 655.4 663.0 N.M. - not meaningful See Notes to Consolidated Financial Statements - 6 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; Dollars in Millions) Fiscal Six Months Ended July 4, June 28, 1993 1992 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 998 309 Adjustments to reconcile net earnings to cash flows from operating activities: Cumulative effect of accounting changes - 595 Depreciation and amortization of property and intangibles 316 280 Increase in accounts receivable, trade, less allowances (317) (400) Increase in inventories (153) (199) Changes in other assets and liabilities (50) 56 NET CASH FLOWS FROM OPERATING ACTIVITIES 794 641 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (375) (417) Proceeds from the disposal of assets 14 21 Acquisition of businesses, net of cash acquired (24) (10) Other, principally marketable securities (18) (91) NET CASH USED BY INVESTING ACTIVITIES (403) (497) CASH FLOWS FROM FINANCING ACTIVITIES Dividends to stockholders (321) (285) Repurchase of common stock (64) (576) Employee stock ownership plan note repayment 8 8 Proceeds from short-term debt 100 644 Retirement of short-term debt (380) (125) Proceeds from long-term debt 155 192 Retirement of long-term debt (17) (157) Proceeds from the exercise of stock options 17 23 NET CASH USED BY FINANCING ACTIVITIES (502) (276) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (39) (5) DECREASE IN CASH AND CASH EQUIVALENTS (150) (137) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 745 589 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 595 452 See Notes to Consolidated Financial Statements - 7 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - The accompanying interim financial statements and related notes should be read in conjunction with the Consolidated Financial Statements of Johnson & Johnson and Subsidiaries and related notes as contained in the Annual Report on Form 10-K for the fiscal year ended January 3, 1993. The interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair presentation of such statements. However, the information contained therein is subject to year-end adjustments and audit by independent public accountants. Earnings per share were calculated on the basis of the average number of shares of common stock outstanding during the applicable period. NOTE 2 - ADOPTION OF SFAS NO. 106, SFAS NO. 109 & SFAS NO. 112 The Company adopted the provisions of Statement of Financial Accounting Standards SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," in 1992. SFAS No. 106 requires accrual accounting for these benefits rather than accounting for them on a cash basis. Upon adoption, the Company elected to record the accumulated obligation of $549 million pretax ($340 million after-tax or $.52 per share) as a one-time charge against earnings in the form of a cumulative effect of an accounting change. In 1992, the Company also elected early adoption of Statement of Financial Accounting Standard SFAS No. 109, "Accounting for Income Taxes." The cumulative effect of $35 million, or $.05 per share, is reported as a one-time charge in the 1992 Consolidated - 8 - Statements of Earnings. The standard requires a change from the deferred to the liability method of computing deferred income taxes. Deferred income taxes are recognized for tax consequences of "temporary differences" by applying enacted statutory tax rates, applicable to future years, to differences between the financial reporting and the tax basis of existing assets and liabilities. In 1992, the Company adopted the provisions of Statement of Financial Accounting Standards SFAS No. 112, "Employers' Accounting for Postemployment Benefits." SFAS 112 requires accrual accounting for these benefits rather than the cash method of accounting. Upon adoption, the Company elected to record the accumulated obligation of $343 million ($220 million after-tax or $.33 per share) as a one-time charge against earnings in the form of a cumulative effect of an accounting change. 1992 results have been restated to reflect a one-time after-tax charge of $595 million or $.90 a share, due to the company's early adoption of accounting changes for postretirement benefits, income taxes and postemployment benefits. In addition, second quarter and six months results have been restated to include incremental after-tax charges, attributable to these accounting changes, of $12 million and $24 million, respectively. - 9 - NOTE 3 - INCOME TAXES The effective income tax rates for 1993 and 1992 are as follows: 1993 1992 First Quarter 28.1% 29.8% Second Quarter 26.1 28.9 First Half 27.2 29.4 The effective income tax rates for the first half of 1993 and 1992 are 27.2% and 29.4%, respectively, as compared to the U.S. federal statutory rate of 34%. The major reason for this difference is the result of domestic subsidiaries operating in Puerto Rico under a grant providing for tax relief. NOTE 4 - INVENTORIES (Dollars in Millions) July 4, 1993 Jan. 3, 1993 Raw materials and supplies $ 540 415 Goods in process 372 457 Finished goods 944 870 $ 1,856 1,742 NOTE 5 - INTANGIBLE ASSETS (Dollars in Millions) July 4, 1993 Jan. 3, 1993 Intangible assets $ 1,017 1,012 Less accumulated amortization 325 296 $ 692 716 The excess of the cost over the fair value of net assets of purchased businesses is recorded as goodwill and is amortized on a straight-line basis over periods of 40 years or less. The cost of other acquired intangibles is amortized on a straight-line basis over their estimated useful lives. - 10 - NOTE 6 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC AREAS (Dollars in Millions) SALES BY SEGMENT OF BUSINESS Second Quarter Six Months Percent Increase Percent 1993 1992 (Decrease) 1993 1992 Increase Consumer Domestic $ 608 601 1.2 $ 1,310 1,301 .7 Int'l 576 564 2.1 1,151 1,096 5.0 1,184 1,165 1.6% 2,461 2,397 2.7% Pharmaceutical Domestic $ 428 391 9.5 $ 857 777 10.3 Int'l 691 692 (.1) 1,374 1,337 2.8 1,119 1,083 3.3% 2,231 2,114 5.5% Professional Domestic $ 712 654 8.9 $ 1,381 1,257 9.9 Int'l 526 511 2.9 1,028 1,002 2.6 1,238 1,165 6.3% 2,409 2,259 6.6% Domestic $ 1,748 1,646 6.2 $ 3,548 3,335 6.4 Int'l 1,793 1,767 1.5 3,553 3,435 3.4 Worldwide $ 3,541 3,413 3.8% $ 7,101 6,770 4.9% SALES BY GEOGRAPHIC AREAS Second Quarter Six Months Percent Percent Increase Increase 1993 1992 (Decrease) 1993 1992 (Decrease) U.S. $ 1,748 1,646 6.2 $ 3,548 3,335 6.4 Europe 1,078 1,108 (2.7) 2,130 2,145 (.7) West. Hemis. excl. U.S.A. 326 299 9.0 660 590 11.9 Africa, Asia, & Pacific 389 360 8.1 763 700 9.0 Total $ 3,541 3,413 3.8% $ 7,101 6,770 4.9% - 11 - Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SALES AND EARNINGS Consolidated sales for the first six months of 1993 of $7,101 million exceeded sales of $6,770 million for the first six months of 1992 by 4.9%. The strength of the U.S. dollar relative to foreign currencies decreased sales for the first six months of 1993 by 3.2%. Excluding currency, sales increased 8.1% on an operational basis for the first six months of 1993. Consolidated net earnings for the first six months of 1993 were $998 million, compared with net earnings of $904 million for the first six months of 1992, before the cumulative effect of 1992 accounting changes. Consolidated net earnings and earnings per share in 1992 were reduced by $595 million, or $.90 per share, due to the company's adoption of accounting changes for postretirement benefits, income taxes, and postemployment benefits. Excuding the one-time charge in 1992, net earnings and earnings per share rose to 10.4% and 11.8%, respectively. Consolidated sales for the second quarter of 1993 were $3,541 million, an increase of 3.8% over 1992 second quarter sales of $3,413 million. The effect of a stronger U.S. dollar relative to foreign currencies decreased second quarter sales by 3.2%. Excluding the effect of currency exchange rates, sales would have increased 7.0%. Consolidated net earnings for the second quarter of 1993 were $495 million, compared with $452 million for the same period a year ago, an increase of 9.5%. Earnings per share for the second quarter of 1993 rose 10.3% to $.75 compared with $.68 in the 1992 period. - 12 - Domestic sales for the first six months of 1993 were $3,548 million, an increase of 6.4% over 1992 domestic sales of $3,335 million for the same period a year ago. Sales by international subsidiaries were $3,553 million for the first six months of 1993 compared with $3,435 million for the same period a year ago, an increase of 3.4%. Excluding the impact of the stronger value of the dollar, international sales increased by 9.7%. Johnson & Johnson consumer sales increased 1.6% worldwide for the quarter versus the same period a year ago. There was sales improvement in the domestic over-the-counter business, particularly the TYLENOL family of products. The international business growth was slowed by the strong dollar relative to foreign currencies and weakness in many international economies. Pharmaceutical sales for the quarter grew 3.3% worldwide. Domestic pharmaceutical sales increased 9.5%, led by the introduction of PROCRIT for treating anemia associated with cancer patients on chemotherapy, LEUSTATIN, introduced late in the first quarter of 1993 for the treatment of hairy cell leukemia, SPORANOX, an antifungal, DURAGESIC, the transdermal patch for chronic cancer pain, and growth in the oral contraceptive business. These gains were reduced by a sales decline in HISMANAL, the once-a-day, less sedating antihistamine. Sales growth for the international pharmaceutical business was slowed by health care system adjustments in Germany and Italy, in addition to the negative impact of the strong U.S. dollar. However, international sales of PREPULSID, a gastrointestinal product, and SPORANOX, an anti-anemia drug, showed strong growth for the period. - 13 - Professional sales increased 6.3% worldwide. Strong growth of the Ethicon Endo-Surgery less-invasive products business, the continued expansion of the disposable contact lens business with ACUVUE and SUREVUE, and the further market penetration of the ONE TOUCH II blood glucose monitoring system aided this worldwide sales growth. In addition, domestic professional sales growth of 8.9% for the period was influenced by strong performances in the PROTECTIV catheter safety system products, the DINAMAP Plus vital signs monitor, and P.F.C. Hip and Knee orthopaedic joint reconstruction products. Average shares of common stock outstanding in the first half of 1993 and 1992 were 655.4 million and 663.0 million, respectively. LIQUIDITY AND CAPITAL RESOURCES Net debt (borrowings net of cash and current marketable securities) was 21.1% of net capital compared with 22.7% at the end of 1992. Net debt was unchanged during the first six months of 1993 to remain at $1.52 billion at the end of the second quarter. Total debt represented 28.1% of total capital (stockholders' equity and total borrowings) at quarter end, compared with 31.7% at the end of 1992. Additions to property, plant and equipment were $375 million for the first six months of 1993, compared with $417 for the same period in 1992. On July 26, 1993, the Board of Directors approved a regular quarterly dividend of 26 cents per share payable on September 7, 1993 to stockholders of record as of August 17, 1993. - 14 - Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders (a) The annual meeting of the stockholders of the Company was held on April 25, 1991. (b) At the annual meeting, the stockholders voted on the following proposals: 1. Approval of the adoption of the 1991 Stock Option Plan. The vote on this proposal was as follows: FOR AGAINST ABSTAIN 257,650,450 12,964,904 2,558,817 2. Approval of the adoption of the 1991 Stock Compensation Plan. The vote on this proposal was as follows: FOR AGAINST ABSTAIN 257,526,933 13,064,459 2,582,779 3. A stockholder proposal on reporting of the Company's activities in South Africa. The vote on this proposal was as follows: FOR AGAINST ABSTAIN 22,522,742 197,256,293 53,395,136 4. A stockholder proposal on animal testing. The vote on this proposal was as follows: FOR AGAINST ABSTAIN 6,782,196 218,624,332 47,767,643 Item 6. Exhibits Calculation of Earnings per Share - 15 - EXHIBIT INDEX Regulation S-K Description Exhibit Table of Page Item No. Exhibit No. 11 Calculation of Earnings 18 - 19 per Share - 16 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JOHNSON & JOHNSON (Registrant) Date: August 16, 1993 By C. H. Johnson C. H. Johnson (Vice President, Finance) Date: August 16, 1993 By A. W. Roulston A. W. Roulston (Vice Pres., Corporate Controller) -17 - JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Quarter Ended July 4, June 28 1993 1992 1. Net Earnings ................ $ 495 452 2. Average number of shares outstanding during the period............ 655.3 660.8 3. Earnings per share based upon average outstanding shares (1 / 2) $ .75 .68 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 655.3 660.8 b. Shares issuable under stock compensation agreements at quarter-end .............. .7 .7 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 19.0 23.8 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 530 636 e. Market price of the Company's common stock at fiscal quarter-end............... 39.88 44.75 f. Shares which could be repurchasd under the treasury stock method (4d / 4e) ................ 13.3 14.2 g. Addition to average outstanding shares (4b + 4c - 4f)..... 6.4 10.3 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 661.7 671.1 i. Fully diluted earnings per share (1 / 4h) ................. $ .75 .67 - 18 - JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Six Months Ended July 4, June 28, 1993 1992 1. Net Earnings ................. $ 998 309 2. Average number of shares outstanding during the period............ 655.4 663.0 3. Earnings per share based upon average outstanding shares (1 / 2).... 1.52 .46 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 655.4 663.0 b. Shares issuable under stock compensation agreements at quarter-end .............. .7 .7 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 19.0 23.8 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 530 636 e. Market price of the Company's common stock at fiscal quarter-end............... 39.88 44.75 f. Shares which could be repurchasd under the treasury stock method (4d / 4e)............... 13.3 14.2 g. Addition to average outstanding shares (4b + 4c - 4f)..... 6.4 10.3 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 661.8 673.3 i. Fully diluted earnings per share (1 / 4h)................ $ 1.51 .46 - 19 -