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 October 1, 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 October 27, 1995, 647,626,318 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 - October 1, 1995 and January 1, 1995 3 Consolidated Statement of Earnings for the Fiscal Quarter Ended October 1, 1995 and October 2, 1994 5 Consolidated Statement of Earnings for the Fiscal Nine Months Ended October 1, 1995 and October 2, 1994 6 Consolidated Statement of Cash Flows for the Fiscal Nine Months Ended October 1, 1995 and October 2, 1994 7 Notes to Consolidated Financial Statements 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Signatures 18 Part II - Other Information Items 1 through 5 are not applicable Item 6 - Exhibits and Reports on Form 8-K 17 - 2 - Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) ASSETS October 1, January 1, 1995 1995 Current Assets: Cash and cash equivalents $ 1,293 636 Marketable securities 45 68 Accounts receivable, trade, less allowances $238 (1994 - $200) 3,073 2,601 Inventories (Note 3) 2,374 2,161 Deferred taxes on income 664 582 Prepaid expenses and other receivables 635 632 Total current assets 8,084 6,680 Marketable securities, non-current 399 354 Property, plant and equipment, at cost 8,032 7,655 Less accumulated depreciation and amortization 3,088 2,745 4,944 4,910 Intangible assets, net (Note 4) 2,849 2,403 Deferred taxes on income 371 262 Other assets 1,042 1,059 Total Assets $ 17,689 15,668 See Notes to Consolidated Financial Statements - 3 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) LIABILITIES AND STOCKHOLDERS' EQUITY Oct. 1, January 1, 1995 1995 Current Liabilities: Loans and notes payable $ 409 899 Accounts payable 1,118 1,192 Accrued liabilities 1,964 1,602 Accrued salaries, wages and commissions 424 257 Taxes on income 396 316 Total current liabilities 4,311 4,266 Long-term debt 2,108 2,199 Deferred tax liability 154 130 Certificates of extra compensation 81 85 Other liabilities 2,123 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 767,412,000 and 767,392,000 shares) 767 767 Note receivable from employee stock ownership plan (64) (73) Cumulative currency translation adjustments 237 (35) Retained earnings 10,278 8,966 11,218 9,625 Less common stock held in treasury, at cost (119,664,000 & 124,382,000 shares) 2,306 2,503 Total stockholders' equity 8,912 7,122 Total liabilities and stockholders' equity $17,689 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 Oct. 1, Percent Oct. 2, Percent 1995 to Sales 1994 to Sales Sales to customers (Note 5) $4,738 100.0 4,038 100.0 Cost of products sold 1,543 32.6 1,364 33.8 Selling, marketing and administrative expenses 1,857 39.2 1,601 39.6 Research expense 395 8.3 316 7.8 Other expense (income), net 62 1.3 32 .8 3,857 81.4 3,313 82.0 Earnings before interest and provision for taxes on income 881 18.6 725 18.0 Interest income 23 .5 20 .5 Interest expense, net of portion capitalized (32) (.7) (32) (.8) Earnings before provision for taxes on income 872 18.4 713 17.7 Provision for taxes on income (Note 2) 249 5.3 188 4.7 NET EARNINGS $ 623 13.1 525 13.0 NET EARNINGS PER SHARE $ .96 .82 CASH DIVIDENDS PER SHARE $ .33 .29 AVG. SHARES OUTSTANDING 647.8 643.3 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 Nine Months Ended Oct. 1, Percent Oct. 2, Percent 1995 to Sales 1994 to Sales Sales to customers (Note 5) $13,996 100.0 11,644 100.0 Cost of products sold 4,552 32.5 3,832 32.9 Selling, marketing and administrative expenses 5,434 38.8 4,639 39.8 Research expense 1,128 8.1 918 7.9 Other expense (income), net 117 .8 (18) (.1) 11,231 80.2 9,371 80.5 Earnings before interest and provision for taxes on income 2,765 19.8 2,273 19.5 Interest income 74 .5 39 .3 Interest expense, net of portion capitalized (115) (.8) (101) (.8) Earnings before provision for taxes on income 2,724 19.5 2,211 19.0 Provision for taxes on income (Note 2) 786 5.7 583 5.0 NET EARNINGS $ 1,938 13.8 1,628 14.0 NET EARNINGS PER SHARE $ 3.00 2.53 CASH DIVIDENDS PER SHARE $ .95 .84 AVG. SHARES OUTSTANDING 645.5 643.2 See Notes to Consolidated Financial Statements - 6 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; Dollars in Millions) Fiscal Nine Months Ended Oct. 1, Oct. 2, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $1,938 1,628 Adjustments to reconcile net earnings to cash flows: Depreciation and amortization of property and intangibles 604 532 Increase in accounts receivable, trade, less allowances (425) (289) Increase in inventories (100) (160) Changes in other assets and liabilities 417 621 NET CASH FLOWS FROM OPERATING ACTIVITIES 2,434 2,332 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (780) (532) Proceeds from the disposal of assets 449 286 Acquisition of businesses, net of cash acquired (100) (924) Other, principally marketable securities (59) (87) NET CASH USED BY INVESTING ACTIVITIES (490) (1,257) CASH FLOWS FROM FINANCING ACTIVITIES Dividends to stockholders (614) (541) Repurchase of common stock (182) (99) Proceeds from short-term debt 184 515 Retirement of short-term debt (507) (311) Proceeds from long-term debt 5 9 Retirement of long-term debt (271) (245) Proceeds from the exercise of stock options 79 42 NET CASH USED BY FINANCING ACTIVITIES (1,306) (630) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 19 49 INCREASE IN CASH AND CASH EQUIVALENTS 657 494 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 636 372 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,293 866 ACQUISITIONS OF BUSINESSES Fair value of assets acquired $ 415 972 Fair value of liabilities assumed (15) (48) 400 924 Treasury stock issued (300) - Net cash payments $ 100 924 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 (the "Company") 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. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of." The new statement will be adopted in 1996 and management is currently assessing its effect on the Company's results of operations, cash flows and financial position. In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation". The new statement requires companies to measure employee stock compensation plans based on the fair value method of accounting. However, the statement allows the alternative of continued use of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees". If this alternative is used, then pro forma disclosure of net income and earnings per share determined as if the fair value based method had been applied in measuring compensation cost must be disclosed. The Company will continue to apply the intrinsic value based method of accounting for stock based compensation agreements as per APB Opinion No. 25, with pro forma disclosures. - 8 - NOTE 2 - INCOME TAXES The effective income tax rates for 1995 and 1994 are as follows: 1995 1994 First Quarter 29.0% 26.1% First Half 29.0 26.4 Nine Months 28.9 26.4 The effective income tax rates for the nine months of 1995 and 1994 are 28.9% and 26.4%, 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 for tax relief expiring December 31, 2007 and subsidiaries manufacturing in Ireland under an incentive tax rate expiring on December 31, 2010. The increase in the 1995 worldwide effective tax rate was primarily due to an increase in income subject to tax in the U.S. The Omnibus Budget Reconciliation Act of 1993 includes a change in the tax code which will reduce the benefit the Company receives from its operations in Puerto Rico by 60% gradually over a five-year period. NOTE 3 - INVENTORIES (Dollars in Millions) Oct. 1, 1995 Jan. 1, 1995 Raw materials and supplies $ 622 477 Goods in process 603 640 Finished goods 1,149 1,044 $ 2,374 2,161 NOTE 4 - INTANGIBLE ASSETS (Dollars in Millions) Oct. 1, 1995 Jan. 1, 1995 Intangible assets $ 3,211 2,667 Less accumulated amortization 362 264 $ 2,849 2,403 - - 9 - 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. The increase in intangible assets is primarily due to the acquisitions referred to in Note 6. NOTE 5 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC AREAS (Dollars in Millions) SALES BY SEGMENT OF BUSINESS Third Quarter Nine Months Percent Percent 1995 1994 Increase 1995 1994 Increase Consumer Domestic $ 717 714 .4 2,131 2,008 6.1 International 744 660 12.7 2,235 1,915 16.7 1,461 1,374 6.3% 4,366 3,923 11.3% Pharmaceutical Domestic 702 554 26.7 1,968 1,591 23.7 International 896 793 13.0 2,733 2,254 21.3 1,598 1,347 18.6% 4,701 3,845 22.3% Professional Domestic 916 734 24.8 2,642 2,159 22.4 International 763 583 30.9 2,287 1,717 33.2 1,679 1,317 27.5% 4,929 3,876 27.2% Domestic 2,335 2,002 16.6 6,741 5,758 17.1 International 2,403 2,036 18.0 7,255 5,886 23.3 Worldwide $4,738 4,038 17.3% 13,996 11,644 20.2% - 10 - NOTE 5 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC AREAS SALES BY GEOGRAPHIC AREAS Third Quarter Nine Months Percent Percent 1995 1994 Increase 1995 1994 Increase U.S. $2,335 2,002 16.6 6,741 5,758 17.1 Europe 1,347 1,126 19.6 4,195 3,375 24.3 Western Hemisphere excluding U.S. 447 412 8.5 1,275 1,099 16.0 Africa, Asia and Pacific 609 498 22.3 1,785 1,412 26.4 Total $4,738 4,038 17.3% 13,996 11,644 20.2% NOTE 6 - ACQUISITIONS AND DIVESTITURES During the second quarter, Johnson & Johnson completed the acquisitions of Mitek Surgical Products, Inc., Menlo Care, Inc., and Joint Medical Products, Inc. Mitek Surgical Products, Inc. is a developer and manufacturer of suture anchor products marketed for soft tissue reattachment. Menlo Care, Inc. manufactures and markets a line of vascular access products to hospital and home health care professionals. Joint Medical Products sells both hip and knee joint reconstruction products in the U.S. and international orthopaedic markets. During the third quarter, Johnson & Johnson completed the acquisition of Gyno-Pharma, Inc., which has exclusive licensing and marketing rights to the PARAGARD T380A (intrauterine device, or IUD) in the United States. The aggregate purchase price for these acquisitions was $400 million. Pro forma results of the acquisitions, assuming that the transactions were consummated at the beginning of each year presented, would not be materially different from the results reported. - 11 - 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 reengineering programs. NOTE 7 - SUBSEQUENT EVENT On November 13, 1995, Johnson & Johnson and Cordis Corporation announced that they have signed a definitive merger agreement for a $109 per share stock-for-stock merger of the two companies. The merger requires the approval of the holders of a majority of the outstanding Cordis shares. The parties said that they would expect that the shareholders meeting could be held in approximately 90 days. Cordis has approximately 17.6 million shares outstanding on a fully diluted basis, giving the merger a total equity value, net of cash, of approximately $1.8 billion. - 12 - Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SALES AND EARNINGS Consolidated sales for the first nine months of 1995 of $13,996 million exceeded sales of $11,644 million for the first nine months of 1994 by 20.2%. The strength of foreign currencies relative to the U.S. dollar increased sales for the first nine months of 1995 by 3.7%. The sales increase of 16.5% due to operations included a positive price change effect of .2%. Consolidated net earnings for the first nine months of 1995 were $1,938 million, compared with net earnings of $1,628 million for the first nine months of 1994. Earnings per share for the first nine months of 1995 were $3.00 compared with $2.53 for the same period a year ago. Net earnings and earnings per share rose 19.0% and 18.6%, respectively. Consolidated sales for the third quarter of 1995 were $4,738 million, an increase of 17.3% over 1994 third quarter sales of $4,038 million. The effect of the weaker U.S. dollar relative to foreign currencies increased third quarter sales by 2.2%. Consolidated net earnings for the third quarter of 1995 were $623 million, compared with $525 million for the same period a year ago, an increase of 18.7%. Earnings per share for the third quarter of 1995 rose 17.1% to $.96 compared with $.82 in the 1994 period. Domestic sales for the first nine months of 1995 were $6,741 million, an increase of 17.1% over 1994 domestic sales of $5,758 million for the same period a year ago. Sales by international subsidiaries were $7,255 million for the first nine months of 1995 compared with $5,886 million for the same period a year ago, an increase of 23.3%. Excluding the impact of the weaker value of the dollar, international sales increased by 16.0%. - 13 - Worldwide consumer sales increased by 6.3%, during the third quarter, which includes 0.4% in the U.S. and 12.7% internationally. Despite incremental sales generated by the acquisition of Neutrogena and the launch of PEPCID AC Acid Controller, U.S. sales were flat during the quarter due to softness in the TYLENOL business as well as inventory contraction at some major retailers. Neutrogena is a line of high quality hair and skin care products, which was acquired in the third quarter of 1994. PEPCID AC Acid Controller, which both prevents and treats heartburn, is marketed by Johnson & Johnson-Merck Consumer Pharmaceuticals Co. Since its launch in May, sales of PEPCID AC have continued to progress extremely well. Our consumer business in Brazil contributed significantly to the growth of international sales during the quarter for this segment. Worldwide pharmaceutical sales increased 18.6% during the third quarter, with U.S. and international sales up 26.7% and 13.0%, respectively. Sales growth was led by the strong performance of RISPERDAL, a new anti-psychotic medication; PROCRIT, a treatment for anemia; PROPULSID, a gastrointestinal product; SPORANOX, a broad spectrum antifungal agent; and ULTRAM, a centrally acting prescription analgesic for moderate to moderately severe pain. ULTRAM, which is less likely to cause gastrointestinal side effects associated with many currently available analgesics, has been well received by patients and physicians since its April introduction in the U.S. - 14 - In September 1995, Johnson & Johnson received Food and Drug Administration ("FDA") approval to market PROPULSID in suspension form. Prior to this approval, PROPULSID was only available in tablets. During the month of September, the Company also received approval from the FDA to market SPORANOX for the indication of onychomycosis, a fungal nail disease. The worldwide sales increase of 27.5% in the Professional segment during the third quarter was composed of 24.8% in the U.S. and 30.9% internationally. Strong sales growth continued to be fueled by the rapid market acceptance of the PALMAZ-SCHATZ Coronary Stent for reducing restenosis, in which arteries become clogged again after balloon angioplasty. LifeScan's blood glucose monitoring systems posted strong growth, reflecting the successful launch of the ONE TOUCH PROFILE meter. Ethicon's sutures, Ethicon Endo-Surgery's minimally invasive surgical instruments and Vistakon's disposable contact lenses continued to deliver solid growth. Vistakon's One-Day ACUVUE is now available in Japan, Canada, U.K. and Denmark in addition to the U.S. Johnson & Johnson Clinical Diagnostics, the diagnostic business acquired from Kodak in November 1994, also contributed to the significant sales growth in the professional business during the third quarter. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of." The new statement will be adopted in 1996 and management is currently assessing its effect on the Company's results of operations, cash flows and financial position. - 15 - In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation". The new statement requires companies to measure employee stock compensation plans based on the fair value method of accounting. However, the statement allows the alternative of continued use of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees". If this alternative is used, then pro forma disclosure of net income and earnings per share determined as if the fair value based method had been applied in measuring compensation cost must be disclosed. The Company will continue to apply the intrinsic value based method of accounting for stock based compensation agreements as per APB Opinion No. 25, with pro forma disclosures. Average shares of common stock outstanding in the first nine months of 1995 were 645.5 million, compared with 643.2 million for the same period a year ago. - 16 - LIQUIDITY AND CAPITAL RESOURCES Net debt (borrowings net of cash and current marketable securities) as of October 1, 1995 was 11.7% of net capital (stockholders' equity and net debt) compared with 25.2% at the end of 1994. Net debt decreased by $1,215 million during the first nine months of 1995 to $1.18 billion at October 1, 1995. Total debt represented 22.0% 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 $780 million for the first nine months of 1995, compared with $532 for the same period in 1994. On October 16, 1995, the Board of Directors approved a regular quarterly dividend of 33 cents per share payable on December 5, 1995 to shareholders of record as of November 14, 1995. 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 nine month period ended October 1, 1995. - 17 - 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: November 13, 1995 By C. H. Johnson C. H. Johnson (Vice President, Finance) Date: November 13, 1995 By J. H. Heisen J. H. Heisen (Corporate Controller) - 18 - EXHIBIT 11 JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Quarter Ended Oct. 1, Oct. 2, 1995 1994 1. Net Earnings ................ $ 623 525 2. Average number of shares outstanding during the period............ 647.8 643.3 3. Earnings per share based upon average outstanding shares (1 / 2) $ .96 .82 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 647.8 643.3 b. Shares issuable under stock compensation agreements at fiscal 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.. 32.6 32.0 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 1,528 1,244 e. Market price of the Company's common stock at fiscal quarter-end............... 74.13 51.75 f. Shares which could be repurchased under the treasury stock method (4d / 4e) ................ 20.6 24.0 g. Addition to average outstanding shares (4b + 4c - 4f)..... 12.1 8.3 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 659.9 651.6 i. Fully diluted earnings per share (1 / 4h) ................. $ .94 .81 - 19 - JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Nine Months Ended Oct. 1, Oct. 2, 1995 1994 1. Net Earnings ................ $1,938 1,628 2. Average number of shares outstanding during the period............ 645.5 643.2 3. Earnings per share based upon average outstanding shares (1 / 2) $ 3.00 2.53 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 645.5 643.2 b. Shares issuable under stock compensation agreements at fiscal nine months end........... .1 .3 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 32.6 32.0 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 1,528 1,244 e. Market price of the Company's common stock at fiscal nine months end........... 74.13 51.75 f. Shares which could be repurchased under the treasury stock method (4d / 4e) ................ 20.6 24.0 g. Addition to average outstanding shares (4b + 4c - 4f)..... 12.1 8.3 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 657.6 651.5 i. Fully diluted earnings per share (1 / 4h) ................. $ 2.95 2.50 - 20 -