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 3, 1994 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 29, 1994, 643,265,231 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 3, 1994 and January 2, 1994 3 Consolidated Statement of Earnings for the Six Months Ended July 3, 1994 and July 4, 1993 5 Consolidated Statement of Cash Flows for the Six Months Ended July 3, 1994 and July 4, 1993 7 Notes to Consolidated Financial Statements 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Signatures 16 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 17 - 2 - Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) ASSETS July 3, January 2, 1994 1994 Current Assets: Cash and cash equivalents $ 571 372 Marketable securities (Note 2) 116 104 Accounts receivable, trade, less allowances $217 (1993 - $170) 2,440 2,107 Inventories (Note 4) 1,901 1,717 Deferred taxes on income 447 399 Prepaid expenses and other receivables 645 518 Total current assets 6,120 5,217 Marketable securities, non-current, at cost, which approximates market value 464 437 Property, plant and equipment, at cost 7,183 6,783 Less accumulated depreciation and amortization 2,704 2,377 4,479 4,406 Intangible assets, net (Note 5) 975 925 Deferred taxes on income 487 484 Other assets (Note 2) 917 773 Total Assets $ 13,442 12,242 See Notes to Consolidated Financial Statements - 3 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) LIABILITIES AND STOCKHOLDERS' EQUITY July 3, January 2, 1994 1994 Current Liabilities: Loans and notes payable $ 585 915 Accounts payable 829 901 Accrued liabilities 1,488 1,283 Taxes on income 295 113 Total current liabilities 3,197 3,212 Long-term debt 1,510 1,493 Deferred tax liability 153 122 Certificates of extra compensation 77 91 Other liabilities 1,884 1,756 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 767,391,000 and 767,372,000 shares) 767 767 Note receivable from employee stock ownership plan (73) (84) Cumulative currency translation adjustments (50) (338) Retained earnings (Note 2) 8,455 7,727 9,099 8,072 Less common stock held in treasury, at cost (123,858,000 & 124,391,000 shares) 2,478 2,504 Total stockholders' equity 6,621 5,568 Total liabilities and stockholders' equity $13,442 12,242 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 3, Percent July 4, Percent 1994 to Sales 1993 to Sales Sales to customers (Note 6) $3,916 100.0 3,541 100.0 Cost of products sold 1,287 32.8 1,148 32.4 Selling, marketing and administrative expenses 1,558 39.8 1,432 40.4 Research expense 313 8.0 286 8.1 Other income (28) (.7) (13) (.3) 3,130 79.9 2,853 80.6 Earnings before interest and taxes on income 786 20.1 688 19.4 Interest income 9 .2 15 .4 Interest expense, net of portion capitalized (33) (.8) (33) (.9) Earnings before provision for taxes on income 762 19.5 670 18.9 Provision for taxes on income (Note 3) 203 5.2 175 4.9 NET EARNINGS $ 559 14.3 495 14.0 NET EARNINGS PER SHARE $ .86 .75 CASH DIVIDENDS PER SHARE $ .29 .26 AVG. SHARES OUTSTANDING 643.3 655.3 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 3, Percent July 4, Percent 1994 to Sales 1993 to Sales Sales to customers (Note 6) $7,606 100.0 7,101 100.0 Cost of products sold 2,468 32.5 2,311 32.5 Selling, marketing and administrative expenses 3,038 39.9 2,868 40.4 Research expense 602 7.9 567 8.0 Other income (50) (.7) (44) (.6) 6,058 79.6 5,702 80.3 Earnings before interest and taxes on income 1,548 20.4 1,399 19.7 Interest income 19 .2 35 .5 Interest expense, net of portion capitalized (69) (.9) (64) (.9) Earnings before provision for taxes on income 1,498 19.7 1,370 19.3 Provision for taxes on income (Note 3) 395 5.2 372 5.2 NET EARNINGS $1,103 14.5 998 14.1 NET EARNINGS PER SHARE $ 1.71 1.52 CASH DIVIDENDS PER SHARE $ .55 .49 AVG. SHARES OUTSTANDING 643.2 655.4 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 3, July 4, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $1,103 998 Adjustments to reconcile net earnings to cash flows from operating activities: Depreciation and amortization of property and intangibles 354 316 Increase in accounts receivable, trade, less allowances (263) (317) Increase in inventories (100) (153) Changes in other assets and liabilities 132 (42) NET CASH FLOWS FROM OPERATING ACTIVITIES 1,226 802 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (327) (375) Proceeds from the disposal of assets 102 14 Acquisition of businesses, net of cash acquired - (24) Other, principally marketable securities (132) (18) NET CASH USED BY INVESTING ACTIVITIES (357) (403) CASH FLOWS FROM FINANCING ACTIVITIES Dividends to stockholders (354) (321) Repurchase of common stock (39) (64) Proceeds from short-term debt 213 85 Retirement of short-term debt (466) (161) Proceeds from long-term debt 11 155 Retirement of long-term debt (88) (221) Proceeds from the exercise of stock options 27 17 NET CASH USED BY FINANCING ACTIVITIES (696) (510) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 26 (39) INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 199 (150) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 372 745 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 571 595 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 2, 1994. 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. 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. 115 - Effective January 3, 1994, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities". Investments subject to this standard are required to be carried at fair value, unless they are held to maturity. There was no effect on income as a result of adopting SFAS No. 115. The fair value of investment securities subject to the provisions of SFAS No. 115, totaled $203 million at July 3, 1994, which exceeded the carrying amount by $20 million. This unrealized gain was credited to Stockholders' Equity at July 3, 1994 net of deferred income taxes of $7 million. These investment securities are included in Marketable Securities Current and Other Assets on the balance sheet. - 8 - NOTE 3 - INCOME TAXES The effective income tax rates for 1994 and 1993 are as follows: 1994 1993 First Quarter 26.1% 28.1% Second Quarter 26.6 26.1 First Half 26.4 27.2 The effective income tax rates for the first half of 1994 and 1993 are 26.4% and 27.2%, respectively, as compared to the U.S. federal statutory rate of 35%. 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 3, 1994 Jan. 2, 1994 Raw materials and supplies $ 527 448 Goods in process 485 485 Finished goods 889 784 $ 1,901 1,717 NOTE 5 - INTANGIBLE ASSETS (Dollars in Millions) July 3, 1994 Jan. 2, 1994 Intangible assets $ 1,332 1,255 Less accumulated amortization 357 330 $ 975 925 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. - 9 - 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 Percent Increase 1994 1993 Increase 1994 1993 (Decrease) Consumer Domestic $ 624 608 2.6 1,294 1,310 (1.2) International 646 576 12.2 1,255 1,151 9.0 1,270 1,184 7.3% 2,549 2,461 3.6% Pharmaceutical Domestic $ 541 428 26.4 1,037 857 21.0 International 767 691 11.0 1,461 1,374 6.3 1,308 1,119 16.9% 2,498 2,231 12.0% Professional Domestic $ 744 712 4.5 1,425 1,381 3.2 International 594 526 12.9 1,134 1,028 10.3 1,338 1,238 8.1% 2,559 2,409 6.2% Domestic $1,909 1,748 9.2 3,756 3,548 5.9 International 2,007 1,793 11.9 3,850 3,553 8.4 Worldwide $3,916 3,541 10.6% 7,606 7,101 7.1% SALES BY GEOGRAPHIC AREAS Second Quarter Six Months Percent Percent 1994 1993 Increase 1994 1993 Increase U.S. $1,909 1,748 9.2 3,756 3,548 5.9 Europe 1,176 1,078 9.1 2,249 2,130 5.6 Western Hemisphere excluding U.S. 356 326 9.2 687 660 4.1 Africa, Asia and Pacific 475 389 22.1 914 763 19.8 Total $3,916 3,541 10.6% 7,606 7,101 7.1% - 10 - NOTE 7 - SUBSEQUENT EVENT In August, 1994, the Company announced that it has signed a definitive agreement to sell the ophthalmic pharmaceutical product line of Iolab Corporation for approximately $300 million. This transaction is expected to be consummated on or about September 1, 1994. - 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 1994 of $7,606 million exceeded sales of $7,101 million for the first six months of 1993 by 7.1%. The strength of the U.S. dollar relative to foreign currencies decreased sales for the first six months of 1994 by 1.6%. Excluding currency, sales increased 8.7% on an operational basis for the first six months of 1994. Consolidated net earnings for the first six months of 1994 were $1,103 million, compared with net earnings of $998 million for the first six months of 1993. Earnings per share for the first six months of 1994 were $1.71 compared with $1.52 for the same period a year ago. Net earnings and earnings per share rose 10.5% and 12.5%, respectively. Consolidated sales for the second quarter of 1994 were $3,916 million, an increase of 10.6% over 1993 second quarter sales of $3,541 million. The effect of the stronger U.S. dollar relative to foreign currencies decreased second quarter sales by 1.1%. Excluding the effect of currency exchange rates, sales would have increased 11.7%. Consolidated net earnings for the second quarter of 1994 were $559 million, compared with $495 million for the same period a year ago, an increase of 12.9%. Earnings per share for the second quarter of 1994 rose 14.7% to $.86 compared with $.75 in the 1993 period. - 12 - Domestic sales for the first six months of 1994 were $3,756 million, an increase of 5.9% over 1993 domestic sales of $3,548 million for the same period a year ago. Sales by international subsidiaries were $3,850 million for the first six months of 1994 compared with $3,553 million for the same period a year ago, an increase of 8.4%. Excluding the impact of the stronger value of the dollar, international sales increased by 11.6%. Consumer sales increased 7.3% worldwide for the quarter versus the same period a year ago. Domestic sales growth was led by higher sales posted by McNeil Consumer Products Company, manufacturer of TYLENOL, IMODIUM A-D, and other over-the-counter drugs. The increase was partially offset by a decline in MONISTAT sales by Advanced Care Products due to the intense competition in the over-the-counter market for vaginal yeast infection remedies. The increase in international sales was attributed to the strong performance in the Asia-Pacific and Latin America regions, as well as the addition of RoC, the French-based adult skin care business acquired in December, 1993. Worldwide pharmaceutical sales for the quarter increased 16.9%, with domestic sales growing 26.4%. Leading the increase in domestic pharmaceutical sales gains were RISPERDAL, a new anti- psychotic medication for schizophrenia; PROPULSID, a gastrointestinal product introduced during the third quarter of 1993; FLOXIN, an anti-bacterial; PROCRIT, an anti-anemia drug and SPORANOX, an anti-fungal drug. RISPERDAL, since its launch last February, has met with considerable support from the medical community and is gaining market share due to its efficacy in treating the symptoms of schizophrenia. International pharmaceutical sales were up 11%, led by strong sales increases registered by EPREX, an anti-anemia drug SPORANOX and PREPULSID, a gastrointestinal drug. - 13 - Worldwide sales for the professional segment increased 8.1%. The domestic sales increase was 4.5%, or 7.8% if adjusted for the divestiture of Sterile Design in 1993, a business that packaged custom supplies for surgical procedures. Worldwide growth continued to be led by the excellent performance of Ethicon Endo- Surgery, which markets instruments used in less-invasive surgery, Vistakon, which markets disposable contact lenses, and LifeScan, which markets blood glucose monitoring systems. Ethicon Endo- Surgery continued to gain market share in both the endoscopic and mechanical wound closure markets at an impressive pace. Average shares of common stock outstanding in the first half of 1994 were 643.2 million, compared with 655.4 million for the same period a year ago, as a result of a $500 million share repurchase program in 1993. LIQUIDITY AND CAPITAL RESOURCES Net debt (borrowings net of cash and current marketable securities) was 17.5% of net capital compared with 25.8% at the end of 1993. Net debt decreased by $524 million during the first six months of 1994 to $1.41 billion at July 3, 1994. Total debt represented 24.0% of total capital (stockholders' equity and total borrowings) at quarter end, compared with 30.2% at the end of 1993. Additions to property, plant and equipment were $327 million for the first six months of 1994, compared with $375 for the same period in 1993. On July 18, 1994, the Board of Directors approved a regular quarterly dividend of 29 cents per share payable on September 6, 1994 to shareholders of record as of August 16, 1994. - 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 28, 1994. (b) The Stockholders elected all the Company's nominees for director and approved the appointment of Coopers & Lybrand as the Company's independent auditors for 1994. The votes were as follows: 1. Election of Directors: For Withheld J. W. Black 542,406,690 8,094,799 G. N. Burrow 542,537,573 7,963,916 R. E. Campbell 542,565,396 7,936,093 J. G. Cooney 542,346,880 8,154,609 P. M. Hawley 541,424,885 9,076,604 C. H. Johnson 542,551,895 7,949,594 A. D. Jordan 542,396,925 8,131,564 A. G. Langbo 542,542,096 7,959,393 R. S. Larsen 542,501,351 8,000,138 J. S. Mayo 542,644,063 7,857,426 T. S. Murphy 542,444,134 8,057,355 P. J. Rizzo 542,451,544 8,049,945 M. F. Singer 542,505,018 7,996,471 R. B. Smith 539,909,760 10,591,729 R. N. Wilson 542,444,154 8,057,335 2. Approval of Appointment of Coopers & Lybrand: For 547,463,613 Against 1,464,730 Abstain 1,573,146 (c) A stockholder proposal on pharmaceutical pricing. The vote on this proposal was as follows: For 17,317,012 Against 446,420,832 Abstain 15,607,035 (d) A scheduled stockholder proposal on Executive Compensation was not presented at the meeting. - - - - 15 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JOHNSON & JOHNSON (Registrant) Date: August 12, 1994 By C. H. Johnson C. H. Johnson (Vice President, Finance) Date: August 12, 1994 By A. W. Roulston A. W. Roulston (Corporate Controller) - 16 - EXHIBIT INDEX Regulation S-K Description Exhibit Table of Page Item No. Exhibit No. 11 Calculation of Earnings 18 - 19 per Share - 17 - EXHIBIT 11 JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Quarter Ended July 3, July 4, 1994 1993 1. Net Earnings ................ $ 559 495 2. Average number of shares outstanding during the period............ 643.3 655.3 3. Earnings per share based upon average outstanding shares (1 / 2) $ .86 .75 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 643.3 655.3 b. Shares issuable under stock compensation agreements at quarter-end .............. .3 .7 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 16.0 19.0 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 413 530 e. Market price of the Company's common stock at fiscal quarter-end............... 42.88 39.88 f. Shares which could be repurchased under the treasury stock method (4d / 4e) ................ 9.6 13.3 g. Addition to average outstanding shares (4b + 4c - 4f)..... 6.7 6.4 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 650.0 661.7 i. Fully diluted earnings per share (1 / 4h) ................. $ .86 .75 - 18 - JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Six Months Ended July 3, July 4, 1994 1993 1. Net Earnings ................ $1,103 998 2. Average number of shares outstanding during the period............ 643.2 655.4 3. Earnings per share based upon average outstanding shares (1 / 2) $ 1.71 1.52 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 643.2 655.4 b. Shares issuable under stock compensation agreements at quarter-end .............. .3 .7 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 16.0 19.0 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 413 530 e. Market price of the Company's common stock at fiscal quarter-end............... 42.88 39.88 f. Shares which could be repurchased under the treasury stock method (4d / 4e) ................ 9.6 13.3 g. Addition to average outstanding shares (4b + 4c - 4f)..... 6.7 6.4 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 649.9 661.8 i. Fully diluted earnings per share (1 / 4h) ................. $ 1.70 1.51 - 19 -