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 April 2, 1995 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 April 28, 1995, 645,347,135 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 - April 2, 1995 and January 1, 1995 3 Consolidated Statement of Earnings for the Three Months Ended April 2, 1995 and April 3, 1994 5 Consolidated Statement of Cash Flows for the Three Months Ended April 2, 1995 and April 3, 1994 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Signatures 14 Part II - Other Information Items 1 through 5 are not applicable Item 6 - Exhibits and Reports on Form 8-K 13 - 2 - Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) ASSETS April 2, January 1, 1995 1995 Current Assets: Cash and cash equivalents $ 460 636 Marketable securities at cost 554 68 Accounts receivable, trade, less allowances $208 (1994 - $200) 2,837 2,601 Inventories (Note 3) 2,326 2,161 Deferred taxes on income 655 582 Prepaid expenses and other receivables 731 632 Total current assets 7,563 6,680 Marketable securities, non-current 373 354 Property, plant and equipment, at cost 7,697 7,655 Less accumulated depreciation and amortization 2,864 2,745 4,833 4,910 Intangible assets, net (Note 4) 2,453 2,403 Deferred taxes on income 401 262 Other assets 1,016 1,059 Total Assets $ 16,639 15,668 See Notes to Consolidated Financial Statements - 3 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) LIABILITIES AND STOCKHOLDERS' EQUITY April 2, January 1, 1995 1995 Current Liabilities: Loans and notes payable $ 526 899 Accounts payable 1,122 1,192 Accrued liabilities 1,761 1,602 Accrued salaries, wages and commissions 349 257 Taxes on income 412 316 Total current liabilities 4,170 4,266 Long-term debt 2,210 2,199 Deferred tax liability 146 130 Certificates of extra compensation 70 85 Other liabilities 2,162 1,866 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 767,393,000 and 767,392,000 shares) 767 767 Note receivable from employee stock ownership plan (64) (73) Cumulative currency translation adjustments 306 (35) Retained earnings 9,379 8,966 10,388 9,625 Less common stock held in treasury, at cost (124,393,000 & 124,382,000 shares) 2,507 2,503 Total stockholders' equity 7,881 7,122 Total liabilities and stockholders' equity $16,639 15,668 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 April 2, Percent April 3, Percent 1995 to Sales 1994 to Sales Sales to customers (Note 5) $4,496 100.0 3,690 100.0 Cost of products sold 1,447 32.2 1,181 32.0 Selling, marketing and administrative expenses 1,720 38.2 1,480 40.1 Research expense 353 7.9 289 7.8 Other expense (income) 28 .6 (22) (.6) 3,548 78.9 2,928 79.3 Earnings before interest and taxes on income 948 21.1 762 20.7 Interest income 18 .4 10 .2 Interest expense, net of portion capitalized (45) (1.0) (36) (1.0) Earnings before provision for taxes on income 921 20.5 736 19.9 Provision for taxes on income (Note 2) 267 6.0 192 5.2 NET EARNINGS $ 654 14.5 544 14.7 NET EARNINGS PER SHARE $ 1.02 .85 CASH DIVIDENDS PER SHARE $ .29 .26 AVG. SHARES OUTSTANDING 643.1 643.1 See Notes to Consolidated Financial Statements - 5 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; Dollars in Millions) Fiscal Quarter Ended April 2, April 3, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 654 544 Adjustments to reconcile net earnings to cash flows: Depreciation and amortization of property and intangibles 204 175 Increase in accounts receivable, trade, less allowances (163) (141) Increase in inventories (54) (68) Changes in other assets and liabilities 71 45 NET CASH FLOWS FROM OPERATING ACTIVITIES 712 555 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (218) (141) Proceeds from the disposal of assets 395 18 Other, principally marketable securities (476) (76) NET CASH USED BY INVESTING ACTIVITIES (299) (199) CASH FLOWS FROM FINANCING ACTIVITIES Dividends to stockholders (187) (167) Repurchase of common stock (77) (34) Proceeds from short-term debt 72 152 Retirement of short-term debt (447) (333) Proceeds from long-term debt 3 8 Retirement of long-term debt (2) (46) Proceeds from the exercise of stock options 29 15 NET CASH USED BY FINANCING ACTIVITIES (609) (405) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 20 11 DECREASE IN CASH AND CASH EQUIVALENTS (176) (38) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 636 372 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 460 334 See Notes to Consolidated Financial Statements - 6 - 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 1, 1995. 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 - INCOME TAXES The effective income tax rates for the first three months of 1995 and 1994 are 29.0% and 26.1%, 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 3 - INVENTORIES (Dollars in Millions) April 2, 1995 Jan. 1, 1995 Raw materials and supplies $ 655 477 Goods in process 665 640 Finished goods 1,006 1,044 $ 2,326 2,161 - 7 - NOTE 4 - INTANGIBLE ASSETS (Dollars in Millions) April 2, 1995 Jan. 1, 1995 Intangible assets $ 2,779 2,667 Less accumulated amortization 326 264 $ 2,453 2,403 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. NOTE 5 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC AREAS (Dollars in Millions) SALES BY SEGMENT OF BUSINESS First Quarter Percent 1995 1994 Increase Consumer Domestic $ 729 670 8.8 International 707 609 16.1 1,436 1,279 12.3% Pharmaceutical Domestic $ 607 496 22.4 International 876 694 26.2 1,483 1,190 24.6% Professional Domestic $ 840 681 23.3 International 737 540 36.5 1,577 1,221 29.2% Domestic $ 2,176 1,847 17.8 International 2,320 1,843 25.9 Worldwide $ 4,496 3,690 21.8% - 8 - NOTE 5 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC AREAS SALES BY GEOGRAPHIC AREA First Quarter Percent 1995 1994 Increase U.S. $ 2,176 1,847 17.8 Europe 1,356 1,073 26.4 Western Hemisphere excluding U.S. 406 331 22.7 Africa, Asia, & Pacific 558 439 27.1 Total $ 4,496 3,690 21.8% NOTE 6 - DIVESTITURES On March 31, 1995, the Company sold IOLAB's worldwide ophthalmic surgical business to Chiron Vision, a division of Chiron Corporation. This transaction, together with the sale last year of IOLAB's ophthalmic pharmaceutical business furthers the Company's ability to focus resources on other business areas that provide greater opportunities for continued growth and profitability. On March 15, 1995, the Company divested Johnson & Johnson Advanced Materials Company and Chicopee B.V., Netherlands, worldwide developers and marketers of non-woven materials used in a broad range of health care, consumer and industrial applications. These divestitures resulted in an after-tax capital gain of $103 million, which was offset by write-offs of certain assets in connection with re-engineering programs. NOTE 7 - SUBSEQUENT EVENT On April 4, 1995, the Company completed the acquisition of Mitek Surgical Products, Inc., a developer and manufacturer of suture anchor products marketed for soft tissue reattachment. - 9 - Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SALES AND EARNINGS Consolidated sales for the first quarter of 1995 were $4,496 million, an increase of 21.8% over 1994 first quarter sales of $3,690 million. The effect of the weaker dollar relative to foreign currencies increased first quarter's sales by 4.2%. Excluding the positive effect of currency, sales grew 17.6% on an operational basis for the first quarter of 1995. Consolidated net earnings for the first quarter of 1995 were $654 million, compared with $544 million for the same period a year ago, an increase of 20.2%. Earnings per share for the period were $1.02, compared with $.85 for the same period in 1994, an increase of 20.0%. Domestic sales for the first three months of 1995 were $2,176 million, an increase of 17.8% over 1994 domestic sales of $1,847 million for the same period. Sales by international subsidiaries were $2,320 million for the first quarter of 1995 compared with $1,843 million for the same period a year ago, an increase of 25.9%. Excluding the impact of the lower value of the dollar, international sales increased by 17.5% for the quarter. Domestic consumer sales increased 8.8% for the quarter. Growth was led by the addition of Neutrogena, a line of high quality skin and hair care products, which was acquired at the end of the third quarter of 1994. International consumer sales increased 16.1%, primarily from the strong performance of our business in Brazil, where the local economy has recovered from a year ago. Consumer business in Europe and Asia-Pacific regions also performed well. Worldwide pharmaceutical sales for the quarter increased 24.6%, with domestic sales growing 22.4%. Leading the increase in pharmaceutical sales gains were RISPERDAL, a new anti-psychotic - 10 - drug; PROPULSID, a gastrointestinal product; PROCRIT, for the treatment of anemia; SPORANOX, a broad spectrum anti-fungal agent. RISPERDAL, an anti-psychotic medication which helps reduce both the positive and negative symptoms of schizophrenia, was launched in the U.S. in February, 1994. The significant sales volume gain since its launch is a testimony to the drug's efficacy in meeting clinical needs unresolved by conventional pharmaceutical agents. RISPERDAL is now being marketed in 25 countries around the world. On March 7, 1995, the Company received approval from the U.S. Food and Drug Administration to market a new prescription pain reliever, ULTRAM. The drug has a dual mechanism of action that controls pain without the serious gastrointestinal side effects of many currently available medications. Worldwide sales for the professional segment increased 29.2%. Sales gained from Clinical Diagnostics, acquired from Kodak in the fourth quarter of 1994, were partially offset by the divestitures of "A" Company, Johnson & Johnson Advanced Materials, Chicopee B.V. and IOLAB. Strong sales growth continued to be fueled by the significant progress made by the PALMAZ-SCHATZ stent, Ethicon Endo-Surgery's minimally invasive surgical instruments, ACUVUE disposable contact lenses, and LifeScan's blood glucose monitoring systems. Our base businesses, such as Ethicon sutures, also contributed significantly to the growth. Johnson & Johnson Interventional Systems received approval from the U.S. Food and Drug Administration in August, 1994 to market the PALMAZ-SCHATZ balloon-expandable stent for coronary artery disease. The market acceptance of this product has been strong due to its efficacy in reducing restenosis. In some instances, the use of the stent in the inital procedure has become the first choice rather than using it only in situations in which balloon angioplasty alone has not worked. - 11 - Average shares of common stock outstanding in the first three months of 1995 and 1994 were 643.1 million. LIQUIDITY AND CAPITAL RESOURCES Net debt (borrowings net of cash and current marketable securities) was 17.9% of net capital compared with 25.2% at the end of 1994. Net debt decreased by $672 million during the first three months of 1995 to $1.72 billion at April 2, 1995. Total debt represented 25.8% of total capital (stockholders' equity and total borrowings) at quarter end, compared with 30.3% at the end of 1994. Additions to property, plant and equipment were $218 million for the first three months of 1995, compared with $141 for the same period in 1994. On April 27, 1995, the Board of Directors raised the quarterly dividend from 29 cents per share to 33 cents per share, an increase of 13.8%. The dividend is payable on June 6, 1995 to shareholders of record as of May 16, 1995. - - 12 - Part II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibit Numbers (1) Exhibit 11 - Calculation of Earnings Per Share (2) Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K: The Company did not file any reports on Form 8-K during the three month period ended April 2, 1995. - - 13 - 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: May 12, 1995 By C. H. Johnson C. H. Johnson (Vice President, Finance) Date: May 12, 1995 By J. H. Heisen J. H. Heisen (Corporate Controller) - - 14 - JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) First Quarter Ended April 2, April 3, 1995 1994 1. Net Earnings ................ $ 654 544 2. Average number of shares outstanding during the period............ 643.1 643.1 3. Earnings per share based upon average outstanding shares (1 / 2) $ 1.02 .85 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 643.1 643.1 b. Shares issuable under stock compensation agreements at quarter-end .............. .1 .3 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 34.6 17.0 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 1,503 422 e. Market price of the Company's common stock at fiscal quarter-end............... 59.50 37.75 f. Shares which could be repurchased under the treasury stock method (4d / 4e) ................ 25.3 11.2 g. Addition to average outstanding shares (4b + 4c - 4f)..... 9.4 6.1 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 652.5 649.2 i. Fully diluted earnings per share (1 / 4h) ................. $ 1.00 .84 - - 15 -