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 March 30, 1997 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 25, 1997, 1,331,894,781 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 - March 30, 1997 and December 29, 1996 3 Consolidated Statement of Earnings for the Three Months Ended March 30, 1997 and March 31, 1996 5 Consolidated Statement of Cash Flows for the Three Months Ended March 30, 1997 and March 31, 1996 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Signatures 13 Part II - Other Information Items 1 through 5 are not applicable Item 6 - Exhibits and Reports on Form 8-K 12 - 2 - Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) ASSETS March 30, December 29, 1997 1996 Current Assets: Cash and cash equivalents $ 2,190 2,011 Marketable securities at cost 114 125 Accounts receivable, trade, less allowances $321 (1996 - $309) 3,499 3,251 Inventories (Note 3) 2,547 2,498 Deferred taxes on income 730 711 Prepaid expenses and other receivables 892 774 Total current assets 9,972 9,370 Marketable securities, non-current 354 351 Property, plant and equipment, at cost 8,984 9,023 Less accumulated depreciation and amortization 3,485 3,372 5,499 5,651 Intangible assets, net (Note 4) 3,119 3,107 Deferred taxes on income 278 287 Other assets 1,398 1,244 Total Assets $ 20,620 20,010 See Notes to Consolidated Financial Statements - 3 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) LIABILITIES AND SHAREOWNERS' EQUITY March 30, December 29, 1997 1996 Current Liabilities: Loans and notes payable $ 906 872 Accounts payable 1,451 1,743 Accrued liabilities 2,248 2,010 Accrued salaries, wages and commissions 386 322 Taxes on income 463 237 Total current liabilities 5,454 5,184 Long-term debt 1,296 1,410 Deferred tax liability 172 170 Certificates of extra compensation 110 108 Other liabilities 2,414 2,302 Shareowners' equity Preferred stock - without par value (authorized and unissued 2,000,000 shares) - - Common stock - par value $1.00 per share (authorized 2,160,000,000 shares; issued 1,534,824,000 shares) 1,535 1,535 Note receivable from employee stock ownership plan (51) (57) Cumulative currency translation adjustments (287) (122) Retained earnings 11,563 11,012 12,760 12,368 Less common stock held in treasury, at cost (202,571,000 & 202,340,000 shares) 1,586 1,532 Total shareowners' equity 11,174 10,836 Total liabilities and shareowners' equity $20,620 20,010 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 March 30, Percent March 31, Percent 1997 to Sales 1996 to Sales Sales to customers (Note 5) $ 5,715 100.0 5,334 100.0 Cost of products sold 1,772 31.0 1,719 32.2 Selling, marketing and administrative expenses 2,138 37.4 1,996 37.4 Research expense 478 8.4 428 8.0 Interest income (36) (.6) (30) (.6) Interest expense, net of portion capitalized 33 .5 35 .7 Other expense, net 28 .5 62 1.2 4,413 77.2 4,210 78.9 Earnings before provision for taxes on income 1,302 22.8 1,124 21.1 Provision for taxes on income (Note 2) 393 6.9 334 6.3 NET EARNINGS $ 909 15.9 790 14.8 NET EARNINGS PER SHARE $ .68 .59 CASH DIVIDENDS PER SHARE $ .19 .165 AVG. SHARES OUTSTANDING 1,333.1 1,332.7 See Notes to Consolidated Financial Statements - 5 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; Dollars in Millions) Fiscal Quarter Ended March 30, March 31, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 909 790 Adjustments to reconcile net earnings to cash flows: Depreciation and amortization of property and intangibles 280 244 Increase in accounts receivable, trade, less allowances (367) (234) Increase in inventories (137) (125) Changes in other assets and liabilities 407 238 NET CASH FLOWS FROM OPERATING ACTIVITIES 1,092 913 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (200) (219) Proceeds from the disposal of assets 6 8 Acquisition of businesses net of cash acquired (158) - Other, principally marketable securities (53) 166 NET CASH USED BY INVESTING ACTIVITIES (405) (45) CASH FLOWS FROM FINANCING ACTIVITIES Dividends to shareowners (254) (214) Repurchase of common stock (273) (102) Proceeds from short-term debt 101 58 Retirement of short-term debt (133) (41) Proceeds from long-term debt - - Retirement of long-term debt - (79) Proceeds from the exercise of stock options 92 39 NET CASH USED BY FINANCING ACTIVITIES (467) (339) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (41) (6) INCREASE IN CASH AND CASH EQUIVALENTS 179 523 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,011 1,201 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,190 1,724 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 (the "Company") and related notes as contained in the Annual Report on Form 10-K for the fiscal year ended December 29, 1996. 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 weighted average number of shares of common stock outstanding during the applicable period. All share and per share amounts have been restated to retroactively reflect the prior year stock split. NOTE 2 - INCOME TAXES The effective income tax rates for the first three months of 1997 and 1996 are 30.2% and 29.7%, respectively, as compared to the U.S. federal statutory rate of 35%. The difference from the statutory rate is the result of domestic subsidiaries operating in Puerto Rico under a grant for tax relief expiring on December 31, 2007 and the result of subsidiaries manufacturing in Ireland under an incentive tax rate expiring on December 31, 2010. The increase in the 1997 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) March 30, 1997 Dec. 29, 1996 Raw materials and supplies $ 702 687 Goods in process 407 390 Finished goods 1,438 1,421 $ 2,547 2,498 - 7 - NOTE 4 - INTANGIBLE ASSETS (Dollars in Millions) March 30, 1997 Dec. 29, 1996 Intangible assets $ 3,655 3,616 Less accumulated amortization 536 509 $ 3,119 3,107 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 1997 1996 Increase Consumer Domestic $ 832 825 .8 International 852 794 7.3 1,684 1,619 4.0% Pharmaceutical Domestic $ 960 792 21.2 International 983 970 1.3 1,943 1,762 10.3% Professional Domestic $ 1,155 1,035 11.6 International 933 918 1.6 2,088 1,953 6.9% Domestic $ 2,947 2,652 11.1 International 2,768 2,682 3.2 Worldwide $ 5,715 5,334 7.1% - 8 - NOTE 5 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC AREAS SALES BY GEOGRAPHIC AREA First Quarter Percent Increase 1997 1996 (Decrease) U.S. $ 2,947 2,652 11.1 Europe 1,557 1,587 (1.9) Western Hemisphere excluding U.S. 495 464 6.7 Asia-Pacific, Africa 716 631 13.5 Total $ 5,715 5,334 7.1% NOTE 6 - ACQUISITIONS During the quarter the Company completed the acquisitions of Innotech, Inc. and Nitinol Development Corporation. Innotech, Inc. develops, manufactures and sells eyeglass lens products, desktop eyeglass lens casting systems and related consumables that enable eye care professionals and optical retailers to custom fabricate high quality prescription eyeglass lenses at the point of sale. Nitinol Development Corporation is a pioneer in shape memory alloys used in the development of endovascular medical devices, including stents. The aggregate purchase price for these acquisitions was $158 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. NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Number 128 "Earnings per Share" ("SFAS 128") which changes the method of calculating earnings per share. SFAS 128 requires the presentation of "basic" earnings per share and "diluted" earnings per share on the face of the income statement. The statement is effective for financial statements for periods ending after December 15, 1997. The Company will adopt SFAS 128 in the fourth quarter of 1997, as early adoption is not permitted. Basic earnings per share, for the Company, is expected to be the same as reported earnings per share. Diluted earnings per share is not expected to materially differ from the fully diluted earnings per share reported in the Exhibit to the Company's quarterly Form 10-Q. - 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 1997 were $5,715 million, an increase of 7.1% over 1996 first quarter sales of $5,334 million. The effect of the stronger dollar relative to foreign currencies decreased first quarter's sales by 3.1%. The sales increase of 10.2% due to operations included a negative price change effect of .2%. Consolidated net earnings for the first quarter of 1997 were $909 million, compared with $790 million for the same period a year ago, an increase of 15.1%. Earnings per share for the period were $.68, compared with split adjusted earnings per share of $.59 for the same period in 1996, an increase of 15.3%. Domestic sales for the first three months of 1997 were $2,947 million, an increase of 11.1% over 1996 domestic sales of $2,652 million for the same period. Sales by international subsidiaries were $2,768 million for the first quarter of 1997 compared with $2,682 million for the same period a year ago, an increase of 3.2%. Excluding the impact of the higher value of the dollar, international sales increased by 9.3% for the quarter. Worldwide Consumer segment sales increased by 4.0% over the same period a year ago. Sales were led by continued strength in our hair and skin care franchise, which includes the NEUTROGENA, RoC and CLEAN & CLEAR product lines. During the quarter, the Company launched NASALCROM, the first over-the-counter allergy treatment indicated for both prevention and treatment of allergic rhinitis symptoms. - 10 - Worldwide pharmaceutical sales of $1.9 billion for the quarter increased by 10.3%, which included 21.2% growth in domestic sales and 1.3% increase in international sales. Leading the increase in pharmaceutical sales was the continued strong growth of RISPERDAL, an antipsychotic medication; PROCRIT,for the treatment of anemia; DURAGESIC, a transdermal patch for chronic pain; FLOXIN, an anti- infective; and ULTRAM, a centrally acting analgesic. The successful U.S. launches of LEVAQUIN, the first once-per-day anti- infective proven effective against three common upper-respiratory infections, and TOPAMAX, a new antiepileptic drug, also contributed to the strong pharmaceutical sales growth. During the first quarter, the Company received approval from the FDA for SPORANOX Oral Solution for the treatment of painful and debilitating fungal infections of the mouth or the esophagus. These infections, commonly called thrush, affect nearly half of all HIV-positive individuals and up to 95% of patients with AIDS. The Company also received approval for RETIN-A MICRO microsphere for the treatment of acne. RETIN-A MICRO uses a unique technology which improves upon the widely prescribed acne treatment by reducing the potential for skin irritation while maintaining efficacy. Worldwide sales of $2.1 billion in the Professional segment represented an increase of 6.9% over the first quarter of 1996. This included domestic growth of 11.6% along with international growth of 1.6%. Professional growth was led by strong performances of Vistakon's disposable contact lenses, Ethicon Endo-Surgery's minimally invasive surgical instruments, LifeScan's blood glucose monitoring systems and the Cordis interventional cardiology franchise. - 11 - Average shares of common stock outstanding in the first three months of 1997 were 1,333.1 million, compared with 1,332.7 million for the same period a year ago. LIQUIDITY AND CAPITAL RESOURCES Cash and current marketable securities increased $168 million during the first three months of 1997 to $2,304 million at March 30, 1997. Total borrowings decreased $80 million during the first three months of 1997 to $2,202 million. Net cash (cash and current securities net of borrowings) was $102 million at March 30, 1997 compared with net debt of $146 million at the end of 1996. Total debt represented 16.5% of total capital (shareowners' equity and total borrowings) at quarter end compared with 17.4% at the end of 1996. Additions to property, plant and equipment were $200 million for the first three months of 1997, compared with $219 million for the same period in 1996. On April 24, 1997, the Board of Directors declared a 15.8% increase in the quarterly dividend rate from 19 cents per share to 22 cents per share. The dividend is payable on June 10, 1997 to shareowners of record as of May 20, 1997. 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 March 30, 1997. - 12 - 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: May 9, 1997 By /s/ R. J. DARRETTA R. J. Darretta (Vice President, Finance) Date: May 9, 1997 By /s/ C. E. LOCKETT C. E. Lockett (Corporate Controller) - 13 -