=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number: 1-3215
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
New Jersey 22-1024240
(State of (I.R.S. Employer
Incorporation) Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 524-0400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Name of each exchange on
Title of each class which registered
------------------- -------------------------
Common Stock, Par Value $1.00 New York Stock Exchange
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 / /
The aggregate market value of the voting stock held by non-affiliates of
the registrant on February 29, 1996 was approximately $58.9 billion.
On February 29, 1996 there were 666,316,374 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Portions of registrant's annual report to stockholders
for fiscal year 1995.
Part III: Portions of registrant's proxy statement for its 1996
annual meeting of stockholders.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
=============================================================================
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
Date: June 27, 1996 JOHNSON & JOHNSON
------------------------------------------
(Registrant)
By /s/ R. S. LARSEN
------------------------------------------
R. S. Larsen, Chairman, Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ R. S. LARSEN Chairman,
- ----------------------------- Board of Directors and
R. S. Larsen Chief Executive
Officer, and Director
(Principal
Executive Officer) June 27, 1996
/s/ C. H. JOHNSON Vice President-Finance
- ----------------------------- and Director
C. H. Johnson (Principal Financial
Officer) June 27, 1996
/s/ J. H. HEISEN Controller June 27, 1996
- -----------------------------
J. H. Heisen
/s/ J. W. BLACK Director June 24, 1996
- -----------------------------
J. W. Black
/s/ G. N. BURROW Director June 25, 1996
- -----------------------------
G. N. Burrow
/s/ J. G. COONEY Director June 24, 1996
- -----------------------------
J. G. Cooney
/s/ J. G. CULLEN Director June 27, 1996
- -----------------------------
J. G. Cullen
1
<PAGE>
Signature Title Date
--------- ----- ----
/s/ P. M. HAWLEY Director June 24, 1996
- -----------------------------
P. M. Hawley
Director June , 1996
- -----------------------------
A. D. Jordan
/s/ A. G. LANGBO Director June 25, 1996
- -----------------------------
A. G. Langbo
/s/ J. S. MAYO Director June 24, 1996
- -----------------------------
J. S. Mayo
/s/ T. S. MURPHY Director June 25, 1996
- -----------------------------
T. S. Murphy
/s/ P. J. RIZZO Director June 24, 1996
- -----------------------------
P. J. Rizzo
/s/ M. F. SINGER Director June 24, 1996
- -----------------------------
M. F. Singer
/s/ R. B. SMITH Director June 24, 1996
- -----------------------------
R. B. Smith
/s/ R. N. WILSON Director June 27, 1996
- -----------------------------
R. N. Wilson
2
<PAGE>
EXHIBIT INDEX
Reg. S-K
Exhibit Table Description
Item No. of Exhibit
- ------------- -----------
3(a) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company and Restated Certificate of
Incorporation, dated May 20, 1992 -- Incorporated herein
by reference to Exhibit 3(a) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.
3(b) By-Laws of the Company, as amended April 26, 1990 --
Incorporated herein by reference to Exhibit 3(b) of the
Registrant's Form 10-K Annual Report for the year ended
January 3, 1993.
4(a) Upon the request of the Securities and Exchange Commission, the
Registrant will furnish a copy of all instruments defining the
rights of holders of long term debt of the Registrant.
10(a) 1995 Stock Option Plan (as amended) -- Previously filed.
10(b) 1991 Stock Option Plan -- Incorporated by reference to
Registration Statement No. 33-40294, Exhibit 4(a).*
10(c) 1986 Stock Option Plan (as amended) -- Incorporated herein
by reference to Exhibit 10(b) of the Registrant's Form
10-K Annual Report for the year ended January 3, 1993.*
10(d) 1980 Stock Option Plan (as amended) -- Incorporated herein
by reference to Exhibit 10(d) of the Registrant's Form
10-K Annual Report for the year ended January 3, 1993.*
10(e) 1995 Stock Compensation Plan -- Previously filed.
10(f) Domestic Deferred Compensation Plan -- Incorporated herein
by reference to Exhibit 10(g) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
10(g) Deferred Fee Plan for Directors (as amended) -- Previously filed.
10(h) Supplemental Retirement Plan -- Incorporated herein by
reference to Exhibit 10(h) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
10(i) Executive Life Insurance Plan -- Incorporated herein by
reference to Exhibit 10(i) of the Registrant's Form 10-K
Annual Report for the year ended January 3, 1993.*
3
<PAGE>
11 -Calculation of Earnings Per Share -- Previously filed.
12 -Statement of Computation of Ratio of Earnings to Fixed
Charges -- Previously filed.
13 -Annual report to stockholders for fiscal year 1995 (only
those portions incorporated by reference in this document
are deemed "filed") -- Previously filed.
21 -Subsidiaries -- Previously filed.
27 -Financial Data Schedule for Year Ended December 31, 1995 --
Previously Filed.
28(a) -Form 11-K for the Johnson & Johnson Savings Plan -- Filed
with this document.
28(b) -Form 11-K for the Johnson & Johnson Retirement Savings
Plan -- Filed with this document.
28(c) -Form 11-K for the Johnson & Johnson Savings Plan for
Union Represented Employees -- Filed with this document.
- ---------------
* Management contracts and compensatory plans and arrangements required to
be filed as Exhibits to this form pursuant to Item 14(c) of the report.
A copy of any of the Exhibits listed above will be provided without charge
to any stockholder submitting a written request specifying the desired
exhibit(s) to the Secretary at the principal executive offices of the Company.
4
Exhibit 28(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-3215
------------------------------
JOHNSON & JOHNSON
SAVINGS PLAN
(Full title of the Plan)
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE>
Item 4. Financial Statements and Exhibits
Report of Independent Accountants
Financial Statements:
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations and Changes in Plan Equity
for the years ended December 31, 1995 and 1994
Notes to Financial Statements
Supplemental Schedules:
Schedule of Investments at December 31, 1995
Schedule of 5% Reportable Transactions for the year ended
December 31, 1995
Schedule of Non-exempt Transactions for the year
ended December 31, 1995
Consent of Coopers & Lybrand L.L.P., dated June 26, 1996
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
JOHNSON & JOHNSON SAVINGS PLAN
By: /s/ C. H. Johnson
---------------------
C. H. Johnson
Chairman, Pension Committee
June 28, 1996
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
-----------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
as of and for the years ended
December 31, 1995 and 1994
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
INDEX
Report of Independent Accountants 2
Financial Statements:
Balance Sheets as of December 31, 1995 and 1994 3-4
Statements of Operations and Changes in Plan Equity for the
years ended December 31, 1995 and 1994 5-6
Notes to Financial Statements 7-16
Supplemental Schedules:
Schedule of Investments at December 31, 1995 17-18
Schedule of 5% Reportable Transactions for the year
ended December 31, 1995 19
Schedule of Nonexempt Transactions for the year
ended December 31, 1995 20
1
<PAGE>
Coopers & Lybrand L.L.P. Letterhead
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of
Johnson & Johnson Savings Plan
We have audited the accompanying balance sheets of the Johnson & Johnson Savings
Plan as of December 31, 1995 and 1994, and the related statements of operations
and changes in plan equity for the years then ended. These financial statements
are the responsibility of the Savings Plan's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Johnson & Johnson Savings
Plan as of December 31, 1995 and 1994 and the results of its operations and
changes in plan equity for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed in
the accompanying index on page 1 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the balance sheets and the related
statements of operations and changes in plan equity is presented for purposes of
additional analysis rather than to present the balance sheets and statements of
operations and changes in plan equity for each fund. The supplemental schedules
and Fund Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
May 22, 1996
<TABLE>
<CAPTION>
JOHNSON & JOHNSON SAVINGS PLAN
BALANCE SHEET
As of December 31, 1995
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------
Fixed Intermediate Diversified
USGS Fund Interest Fund Bond Fund Balanced Fund J&J Stock Fund Equity Fund
--------- ------------- ---------- ------------- -------------- -----------
ASSETS:
- -------
<S> <C> <C> <C> <C> <C> <C>
Deposits in Group Annuity Contracts (Note 2) $607,340,676
Investments at Fair Value (Notes 2 and 5) $10,110,932 $11,978,234 $49,241,980 $440,459,022 $276,397,803
Accrued Dividends and Interest Receivable 49,238 3,481,506 19,464
Due from Johnson & Johnson
Assets Designated for Transfer (Note 2)
Hardship Loans to Participants
----------- ------------ ----------- ----------- ------------ -----------
Total Assets $10,160,170 $610,822,182 $11,978,234 $49,241,980 $440,478,486 $276,397,803
=========== ============ =========== =========== ============ ============
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses $ 694 $ 67,199 $ 809 $ 3,239 $ 23,363 $ 20,356
Accrued Interest
Long-Term Note Payable to J&J
Plan Equity 10,159,476 610,754,983 11,977,425 49,238,741 440,455,123 276,377,447
----------- ------------ ----------- ----------- ------------ ------------
Total Liabilities and Plan Equity $10,160,170 $610,822,182 $11,978,234 $49,241,980 $440,478,486 $276,397,803
=========== ============ =========== =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
Employee Stock Ownership
Plan Trust Fund
------------------------ Total
Loan Fund Allocated Unallocated Savings Plan
--------- --------- ----------- ------------
ASSETS:
- -------
<S> <C> <C> <C> <C>
Deposits in Group Annuity Contracts (Note 2) $ 607,340,676
Investments at Fair Value (Notes 2 and 5) $ 86,948,778 $173,967,682 1,049,104,431
Accrued Dividends and Interest Receivable $ 24,991 19,024 3,594,223
Due from Johnson & Johnson 8,753,583 8,753,583
Assets Designated for Transfer (Note 2) 19,041,447 (19,041,447)
Hardship Loans to Participants 3,006,987 3,006,987
---------- ------------ ------------ --------------
Total Assets $3,031,978 $105,990,225 $163,698,842 $1,671,799,900
========== ============ ============ ==============
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses $ 115,660
Accrued Interest $ 5,740,043 5,740,043
Long-Term Note Payable to J&J 72,747,066 72,747,066
Plan Equity $3,031,978 $105,990,225 85,211,733 1,593,197,131
---------- ------------ ------------ --------------
Total Liabilities and Plan Equity $3,031,978 $105,990,225 $163,698,842 $1,671,799,900
========== ============ ============ ==============
</TABLE>
See Notes to Financial Statements
3
<PAGE>
<TABLE>
<CAPTION>
JOHNSON & JOHNSON SAVINGS PLAN
BALANCE SHEET
As of December 31, 1994
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------
Fixed Intermediate Diversified
USGS Fund Interest Fund Bond Fund Balanced Fund J&J Stock Fund Equity Fund
--------- ------------- ------------ ------------- -------------- -----------
ASSETS:
- -------
<S> <C> <C> <C> <C> <C> <C>
Deposits in Group Annuity Contracts (Note 2) $599,862,654
Investments at Fair Value (Notes 2 and 5) $6,631,788 $6,805,573 $29,969,371 $250,860,430 $180,091,860
Accrued Dividends and Interest Receivable 30,486 3,391,259 11,617
Due from Johnson & Johnson
Assets Designated for Transfer (Note 2)
Hardship Loans to Participants
---------- ------------ ---------- ----------- ------------ ------------
Total Assets $6,662,274 $603,253,913 $6,805,573 $29,969,371 $250,872,047 $180,091,860
========== ============ ========== =========== ============ ============
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses 1,203 116,427 1,402 5,611 40,479 136,012
Accrued Interest
Long-Term Note Payable to J&J
Plan Equity 6,661,071 603,137,486 6,804,171 29,963,760 250,831,568 179,955,848
---------- ------------ ---------- ----------- ------------ ------------
Total Liabilities and Plan Equity $6,662,274 $603,253,913 $6,805,573 $29,969,371 $250,872,047 $180,091,860
========== ============ ========== =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
Employee Stock Ownership
Plan Trust Fund
------------------------ Total
Loan Fund Allocated Unallocated Savings Plan
--------- --------- ----------- ------------
ASSETS:
- -------
<S> <C> <C> <C> <C>
Deposits in Group Annuity Contracts (Note 2) $ 599,862,654
Investments at Fair Value (Notes 2 and 5) $41,974,606 $129,183,514 645,517,142
Accrued Dividends and Interest Receivable 14,790 3,448,152
Due from Johnson & Johnson 12,758,497 12,758,497
Assets Designated for Transfer (Note 2) 16,346,459 (16,346,459)
Hardship Loans to Participants $2,466,395 2,466,395
---------- ---------- ------------ --------------
Total Assets $2,466,395 $58,321,065 $125,610,342 $1,264,052,840
========== =========== ============ ==============
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses 301,134
Accrued Interest 7,489,581 7,489,581
Long-Term Note Payable to J&J 82,417,792 82,417,792
Plan Equity $2,466,395 58,321,065 35,702,969 1,173,844,333
---------- ----------- ------------ --------------
Total Liabilities and Plan Equity $2,466,395 $58,321,065 $125,610,342 $1,264,052,840
========== =========== ============ ==============
</TABLE>
See Notes to Financial Statements
4
<PAGE>
<TABLE>
<CAPTION>
JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1995
PARTICIPANT DIRECTED
---------------------------------------------------------------------------------------
Fixed Intermediate Diversified
USGS Fund Interest Fund Bond Fund Balanced Fund J&J Stock Fund Equity Fund
--------- ------------- ------------ ------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 1,247,647 $ 31,051,782 $ 1,923,622 $ 6,498,250 $ 23,524,426 $ 19,589,461
Employer Contributions (Note 3) 419,079 10,551,854 573,719 1,974,513 8,200,569 6,466,283
Interest 565,456 40,669,619 655,216 1,210,751 92,718
Dividends 6,137,231 4,916,778
----------- ------------ ----------- ----------- ------------ ------------
2,232,182 82,273,255 3,152,557 9,683,514 37,954,944 30,972,522
Additions to (Deductions From) Plan Equity:
- -------------------------------------------
Payments to Participants (812,168) (37,240,718) (496,005) (1,931,019) (16,380,727) (9,941,160)
Change in Unrealized Net Appreciation
of Investments 769,412 5,966,829 137,687,670 45,039,099
Realized Net Gain on Sale of Investments 129,277 2,616,270 9,991,460 21,507,343
Interest Expense
Administrative Expenses (8,361) (583,006) (28,687) (182,913) (253,892) (576,099)
Assets Transferred 2,086,752 (36,832,034) 1,646,700 3,122,300 20,624,100 9,419,894
----------- ------------ ---------- ----------- ------------ ------------
$ 3,498,405 $ 7,617,497 $ 5,173,254 $19,274,981 $189,623,555 $ 96,421,599
Plan Equity, Beginning of Period 6,661,071 603,137,486 6,804,171 29,963,760 250,831,568 179,955,848
----------- ------------ ---------- ----------- ------------ ------------
Plan Equity, End of Period $10,159,476 $610,754,983 $11,977,425 $49,238,741 $440,455,123 $276,377,447
=========== ============ =========== =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
Plan Trust Fund
--------------------------- Total
Loan Fund Allocated Unallocated Savings Plan
---------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 83,835,188
Employer Contributions (Note 3) $ 8,753,583 36,939,600
Interest $ 224,890 $ 130,036 43,548,686
Dividends 1,347,644 2,521,572 14,923,225
---------- ------------ ---------- --------------
224,890 10,101,227 2,651,608 179,246,699
Additions to (Deductions From) Plan Equity:
- -------------------------------------------
Payments to Participants 340,693 (2,752,858) (69,213,962)
Change in Unrealized Net Appreciation
of Investments 40,388,503 52,010,538 281,862,051
Realized Net Gain on Sale of Investments 1,502,649 35,746,999
Interest Expense (6,656,031) (6,656,031)
Administrative Expenses (1,632,958)
Assets Transferred (67,712)
---------- ------------ ---------- --------------
$ 565,583 $ 47,669,160 $49,508,764 $ 419,352,798
Plan Equity, Beginning of Period 2,466,395 58,321,065 35,702,969 1,173,844,333
---------- ------------ ---------- --------------
Plan Equity, End of Period $3,031,978 $105,990,225 $85,211,733 $1,593,197,131
========== ============ =========== ==============
</TABLE>
See Notes to Financial Statements
5
<PAGE>
<TABLE>
<CAPTION>
JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1994
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------
Fixed Intermediate Diversified
USGS Fund Interest Fund Bond Fund Balanced Fund J&J Stock Fund Equity Fund
--------- ------------- --------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 899,843 $ 31,516,620 $1,443,626 $ 4,488,971 $ 18,576,591 $ 17,195,424
Employer Contributions (Note 3) 315,948 11,150,083 462,649 1,433,862 6,628,289 5,934,092
Interest 240,656 38,696,394 499,461 859,981 43,863
Dividends 4,830,192 3,870,030
---------- ------------ ---------- ----------- ------------ ------------
1,456,447 81,363,097 2,405,736 6,782,814 30,078,935 26,999,546
Additions to (Deductions From) Plan Equity:
- -------------------------------------------
Payments to Participants (145,660) (30,026,840) (278,911) (786,170) (10,629,956) (8,796,052)
Change in Unrealized Net Appreciation
of Investments (633,568) (2,046,011) 40,832,354 (8,487,322)
Realized Net Gain on Sale of Investments (73,270) 1,541,927 3,710,609 6,804,698
Interest Expense
Administrative Expenses (6,630) (667,689) (26,276) (160,166) (221,977) (666,601)
Assets Transferred 958,709 (6,721,774) (1,351,534) 5,619,549 (490,565) 2,073,100
---------- ------------- ----------- ----------- ------------ ------------
2,262,866 43,946,794 42,177 10,951,943 63,279,400 17,927,369
Plan Equity, Beginning of Period 4,398,205 559,190,692 6,761,994 19,011,817 187,552,168 162,028,479
---------- ------------- ----------- ----------- ------------ ------------
Plan Equity, End of Period $6,661,071 $603,137,486 $6,804,171 $29,963,760 $250,831,568 $179,955,848
========== ============ ========== =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
Employee Stock Ownership
Plan Trust Fund
-------------------------- Total
Loan Fund Allocated Unallocated Savings Plan
--------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 74,121,075
Employer Contributions (Note 3) $14,216,361 40,141,284
Interest $ 130,104 $ 83,388 40,553,847
Dividends 1,062,717 2,399,336 12,162,275
---------- ----------- ----------- --------------
130,104 15,279,078 2,482,724 166,978,481
Additions to (Deductions From) Plan Equity:
- -------------------------------------------
Payments to Participants 463,099 (1,475,869) (51,676,359)
Change in Unrealized Net Appreciation
of Investments 8,846,585 21,337,190 59,849,228
Realized Net Gain on Sale of Investments 466,703 12,450,667
Interest Expense (8,555,504) (8,555,504)
Administrative Expenses (1,749,339)
Assets Transferred (87,485)
---------- ----------- ----------- --------------
593,203 22,562,309 15,731,113 177,297,174
Plan Equity, Beginning of Period 1,873,192 35,758,756 19,971,856 996,547,159
---------- ----------- ----------- --------------
Plan Equity, End of Period $2,466,395 $58,321,065 $35,702,969 $1,173,844,333
========== =========== =========== ==============
</TABLE>
See Notes to Financial Statements
6
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Organization:
-------------
The Johnson & Johnson Savings Plan (the "Plan" - a defined contribution
plan) was established on June 1, 1982 for eligible salaried and non-union
hourly employees of Johnson & Johnson (the "Company") and certain domestic
subsidiaries. The Plan was designed to enhance the existing retirement
program of eligible employees. The funding of the Plan is made through
employee and Company contributions. The assets of the Plan are maintained
and transactions therein are executed by the trustee, Bankers Trust
Company.
Effective January 1, 1991, the Company implemented an Employee Stock
Ownership Plan ("ESOP") to supplement its existing 401(k) plan. The ESOP is
used to fund an additional 25% match of employee contributions ("ESOP
contribution").
Initial funding for the ESOP was made through an advance from Johnson &
Johnson of $100 million, which was used to purchase 3,109,600 shares of J&J
common stock on the open market. These shares are allocated to Plan
participants under a formula set forth in the note agreement.
2. Summary of Significant Accounting Policies:
-------------------------------------------
Valuation of Investments:
Equity investments in the Johnson & Johnson Stock Fund and the ESOP,
administered by the Bankers Trust Company, are valued at the average of the
high and low market price on the last business day of the year. The cost of
equity investments in the Johnson & Johnson Stock Fund are recorded at the
average market price of the stock transactions for the month during which
the contribution is made.
The investments in the U.S. Government Securities, Fixed Interest, and
Diversified Equity funds represent the Plan's share of assets in the
Savings Plan Trust. The U.S. Government Securities Fund consists of
short-term obligations that are issued or guaranteed by the U.S.
Government. Investments are valued at cost which approximates the market.
Deposits in group annuity contracts in the Fixed Interest Fund are recorded
at their contract values which approximates fair value because these
investments have fully benefit-responsive features. Contract value
represents contributions and reinvested income, less any withdrawals plus
accrued interest. Participants may direct the withdrawal or transfer of all
or a portion of their investment at contract value. However, withdrawals
influenced by employer initiated events such as in connection with the sale
of a business, may result in a distribution at other than contract value.
There are no reserves against contract values for credit risk of contract
issuers or otherwise.
Continued
7
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Significant Accounting Policies, (Continued):
-------------------------------------------
The average yield of crediting interest rate of the Fixed Income Fund was
6.81 percent for 1995 and 6.88 for 1994. The crediting interest rate for
the investment contracts is either agreed-to in advance with the issuer or
varies based on an agreed-to formula, but cannot be less than zero. Equity
investments and corporate obligations in the Diversified Equity Fund,
managed by the Capital Guardian Trust Company are traded on a national
securities exchange, and are valued at the last reported market sales price
on the last business day of the year. Investments in the Diversified Equity
Fund are purchased periodically by the Capital Guardian Trust Company based
on the prevailing market values of the underlying investments.
On October 1, 1993, the Intermediate Bond Fund and Balanced Fund were
established as additional investment funds under the Johnson & Johnson
Savings Plan. The Intermediate Bond Fund invests in various kinds of bonds,
primarily corporate and U.S. government bonds. The Balanced Fund is
invested in a mix of stocks, bonds, and real estate. The investment in
these funds represents the Plan's share of the assets in the Johnson &
Johnson Pension Trust Fund. These investments are stated at fair value as
calculated by the trustee, Bankers Trust Company. Generally, they represent
securities traded on a national securities exchange which are valued at the
last reported sales price on the last business day of the year.
Temporary cash investments are stated at redemption value.
Transfers:
Transfers among funds, which are made at the participant's election have
been presented as assets transferred.
Uses of Estimates:
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported. Actual results are not
expected to differ from those estimates.
Continued
8
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Significant Accounting Policies, (Continued):
-------------------------------------------
Risk and uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statement of
net assets available for plan benefits and the statement of changes in net
assets available for plan benefits.
Other:
Interest and dividend income is recorded as earned on the accrual basis.
Purchases and sales of investment securities are reflected on a trade-date
basis. Gains and losses on sales of investment securities are determined on
the average cost method.
All administrative expenses are paid by the Trust except for certain
salaried employees and the recordkeeping system used by the Plan which are
paid by the Company.
3. Contributions:
--------------
Participating employees may contribute a minimum of 3% up to a maximum of
20% of their base salary in combinations of pre- and post-tax
contributions. Pre-tax contributions may not exceed the smaller of 10% of
their base salary or $9,240. The Company contributes to the Plan an amount
equal to 75% of the employee directed contributions of the participants up
to a maximum of 6% of the employee's base salary.
Contributions are made to the Plan by participants through payroll
deductions and by the Company on behalf of participants. Such
contributions, with the exception of the ESOP contribution, are invested in
any of the six investment funds at the direction of the participating
employees. The 25% ESOP contribution is invested in J&J stock, except for
employees over 55 years of age who may choose the alternative investments.
ESOP shares are released from the Trust each February following the payment
of the loan (see note 8), in accordance with the ESOP Trust Agreement.
Shares released from the Trust may be more or less than shares earned by
participants.
Continued
9
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
3. Contributions, (continued)
--------------
The number of participants invested in each fund at December 31, 1995 and
1994 was:
1995 1994
------ ------
U.S. Government Securities Fund 1,808 1,323
Fixed Interest Fund 20,806 21,252
Intermediate Bond Fund 2,308 1,562
Balanced Fund 4,953 3,090
Johnson & Johnson Stock Fund 17,191 14,524
Employee Stock Ownership Plan 26,973 24,886
Diversified Equity Fund 13,826 11,995
Participants may elect to invest in more than one fund. A total of 30,333
and 28,409 active and former employees have investments in the Plan for
1995 and 1994, respectively.
4. Benefits:
---------
All participants are fully vested in their contributions and the company
match. The benefit to which a Plan participant is entitled is the amount
provided by contributions (Company and participant) and investment earnings
thereon (including net realized and unrealized investment gains and losses)
which have been allocated to such participant's account balance.
Continued
10
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments:
------------
Investments held by the Plan as of December 31, 1995 are summarized as
follows:
<TABLE>
<CAPTION>
Johnson & Johnson Employee Stock Ownership
Stock Fund Plan Trust Fund Combined
-------------------------- -------------------------- ----------------------------
Fair Value Cost Fair Value Cost Fair Value Cost
----------- ------------ ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Johnson & Johnson Common Stock $439,204,633 $224,753,982 $256,903,078 $ 96,556,687 $696,107,711 $321,310,669
Temporary Cash Investments 1,254,389 1,254,389 4,013,382 4,013,382 5,267,771 5,267,771
------------ ------------ ------------ ------------ ------------ ------------
$440,459,022 $226,008,371 $260,916,460 $100,570,069 $701,375,482 $326,578,440
============ ============ ============ ============ ============ ============
The investments in the U.S. Government Securities, Fixed Interest, and the Diversified Equity Funds reflected in the
accompanying Balance Sheet represent the Plan's share of investments (approximately 99.7% of fair value) held by the
Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson
Savings Plan for Union Represented Employees are summarized as follows:
</TABLE>
Description Fair Value Cost
----------- ----------- ------------
USGS Fund:
U.S. Government Securities - Short Term $ 10,697,248 $ 10,697,248
Other 52,087 52,087
Fixed Interest Fund:
Deposits in Group Annuity Contracts 608,271,081 608,271,081
Other 3,486,745 3,486,745
Diversified Equity Fund:
Common Stocks 277,019,865 208,082,469
Other 490,757 490,757
------------ ------------
$900,017,783 $831,080,387
============ ============
Continued
11
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments, (continued):
------------
The investments in the Intermediate Bond and Balanced Funds reflected in
the accompanying Balance Sheet represent the Plan's share of investments
(approximately 3.1% of fair value) held by the Johnson & Johnson Pension
Trust Fund. Total investments held by the Trust on behalf of the Plan and
the various Johnson & Johnson Pension Plans are summarized as follows:
Description Fair Value Cost
----------- ---------- -------------
U.S. Government Securities - Short Term $ 65,541,811 $ 63,214,482
Corporate Bonds & Notes - Short Term 63,578,204 60,490,951
U.S. Government Securities - Long Term 82,984,564 80,345,294
Corporate Bonds & Notes - Long Term 52,388,133 48,518,876
Common Stocks:
Johnson & Johnson 231,328,800 28,781,056
Other 1,218,027,797 976,659,152
Preferred Stocks 22,502,526 19,568,608
Commingled Investment Funds 163,311,922 169,233,841
Temporary Investments 65,984,414 61,454,154
Other 6,319,021 6,321,928
-------------- --------------
$1,971,967,192 $1,514,588,342
============== ==============
Investments held by the Plan as of December 31, 1995 are summarized as
follows:
<TABLE>
<CAPTION>
Johnson & Johnson Employee Stock Ownership
Stock Fund Plan Trust Fund Combined
-------------------------- -------------------------- ----------------------------
Fair Value Cost Fair Value Cost Fair Value Cost
----------- ------------ ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Johnson & Johnson Common Stock $249,335,686 $172,433,364 $167,817,649 $ 98,016,656 $417,153,335 $270,450,020
Temporary Cash Investments 1,524,744 1,524,744 3,340,471 3,340,471 4,865,215 4,865,215
------------ ------------ ------------ ------------ ------------ ------------
$250,860,430 $173,958,108 $171,158,120 $101,357,127 $422,018,550 $275,315,235
============ ============ ============ ============ ============ ============
</TABLE>
Continued
12
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments (continued):
-----------
As of December 31, 1994, the investments in the U.S. Government Securities,
Fixed Interest, and the Diversified Equity Funds reflected in the
accompanying Balance Sheet represent the Plan's share of investments
(approximately 99.7% of fair value) held by the Johnson & Johnson Savings
Plan Trust. Total investments held by the Trust on behalf of the Plan and
the Johnson & Johnson Savings Plan for Union Represented Employees are
summarized as follows:
Description Fair Value Cost
----------- ------------ -------------
USGS Fund:
U.S. Government Securities - Short Term $ 6,937,687 $ 6,937,687
Other 31,882 31,882
Fixed Interest Fund:
Deposits in Group Annuity Contracts 600,303,776 600,303,776
Other 3,393,712 3,393,712
Diversified Equity Fund:
Common Stocks 179,915,286 156,158,848
Other 2,084,151 2,084,151
------------ ------------
$792,666,494 $768,910,056
============ ============
As of December 31, 1994, the investments in the Intermediate Bond and
Balanced Funds reflected in the accompanying Balance Sheet represent the
Plan's share of investments (approximately 2.3% of fair value) held by the
Johnson & Johnson Pension Trust Fund. Total investments held by the Trust
on behalf of the Plan and the various Johnson & Johnson Pension Plans are
summarized as follows:
Description Fair Value Cost
----------- -------------- -------------
U.S. Government Securities - Short Term $ 43,005,890 $ 44,424,270
Corporate Bonds & Notes - Short Term 54,780,435 57,871,641
U.S. Government Securities - Long Term 68,889,227 71,451,730
Corporate Bonds & Notes - Long Term 42,663,138 44,369,116
Common Stocks:
Johnson & Johnson 148,131,600 28,781,056
Other 990,368,098 913,164,564
Preferred Stocks 18,014,214 18,558,994
Commingled Investment Funds 169,397,674 192,152,025
Temporary Investments 52,758,185 52,727,366
Other 26,653,959 26,653,959
-------------- --------------
$1,614,662,420 $1,450,154,721
============== ==============
Continued
13
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments, (continued):
Realized gains on investments sold and distributed during the year ended
December 31, 1995 and 1994 are summarized as follows:
<TABLE>
<CAPTION>
J&J Stock Fund Diversified Equity Fund Employee Stock Ownership Plan Fund
------------------------------------- ---------------------------------------- -----------------------------------
Book Value Proceeds Gain Book Value Proceeds Gain Book Value Proceeds Gain
---------- -------- ---------- ------------ ------------ ------------ ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $16,926,019 $26,917,479 $9,991,460 $140,782,043 $162,289,386 $21,507,343 $1,458,237 $2,960,886 $1,502,649
1994 20,888,955 24,599,564 3,710,609 91,590,896 98,395,594 6,804,698 1,176,533 1,643,236 466,703
</TABLE>
Intermediate Bond Fund Balanced Fund
--------------------------------- -----------------------------------
(Loss)/
Book Value Proceeds Gain Book Value Proceeds Gain
---------- ---------- -------- ----------- ----------- ----------
1995 $9,153,916 $9,283,193 $129,277 $36,539,263 $39,155,533 $2,616,270
1994 7,572,067 7,498,797 (73,270) 32,520,932 34,062,859 1,541,927
Continued
14
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
6. Tax Status:
-----------
The Internal Revenue Service has determined and informed the Company by a
letter dated January 17, 1986, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and
is currently being operated in compliance with applicable requirements of
the IRC.
7. Termination Priorities:
-----------------------
The Company has the right to terminate the Plan at any time and in the
event the Plan is terminated, subject to conditions set forth in ERISA, the
amount of each participant's account balance in the Plan is fully vested.
8. Indebtedness
------------
In connection with the formation of the Plan's ESOP feature, the Plan
borrowed $100 million from Johnson & Johnson for the purpose of purchasing
J&J common stock. The note bears interest at 9% and is payable through
February 15, 2005. Employer contributions and dividend income will be used
to repay the loan.
Aggregate maturities for the next five years are as follows:
1996 6,167,244
1997 6,396,796
1998 6,658,750
1999 6,955,528
2000 7,289,791
Thereafter 39,278,957
9. Concentrations of Credit Risk
-----------------------------
Financial instruments which potentially subject the Plan to concentrations
of credit risk consist principally of the Fixed Interest Fund holdings in
fully benefit-responsive group annuity contracts with insurance and other
financial institutions.
The Fund places its fully benefit-responsive group annuity contracts with
high-credit quality institutions and, by policy, limits the amount of
credit exposure to any one financial institution.
Continued
15
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
10. Reconciliation of Financial Statements to Form 5500:
----------------------------------------------------
The following is a reconciliation of Plan Equity per the financial
statements to the Form 5500:
December 31,
1995
------------
Plan Equity Per the Financial Statements $1,598,352,551
Amounts Allocated to Withdrawing Participants (4,368,400)
----------------
Plan Equity Per the Form 5500 $1,593,984,151
==============
Year Ended
December 31,
1995
------------
Benefits Paid to Participants Per the Financial
Statements $69,213,962
Add: Amounts Allocated to Withdrawing Participants
at December 31, 1995 4,368,400
Less: Amounts Allocated to Withdrawing Participants
at December 31, 1994 (4,221,472)
-----------
Benefits Paid to Participants Per the Form 5500 $69,360,890
===========
Amounts allocated to the withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31, 1995 but not yet paid as of that date.
16
<PAGE>
<TABLE>
<CAPTION>
Supplemental Schedule
---------------------
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
AS OF DECEMBER 31, 1995
FACE AMOUNT
OR SHARES ISSUES COST FAIR VALUE
- ----------- ------ ---- ----------
<C> <S> <C> <C>
J&J STOCK FUND
--------------
Common Stock
------------
5,133,114 shs. Johnson & Johnson $224,753,982 $439,204,633
Temporary Investments
---------------------
$1,254,389 BT Pyramid Directed
Account Cash Fund 1,254,389 1,254,389
------------ ------------
Total J&J Stock Fund $226,008,371 $440,459,022
============ ============
EMPLOYEE STOCK OWNERSHIP PLAN TRUST FUND
----------------------------------------
Common Stock
------------
3,002,502 shs. Johnson & Johnson $ 96,556,687 $256,903,078
Temporary Investment
--------------------
$4,013,382 BT Pyramid Directed
Account Cash Fund 4,013,382 4,013,382
------------ ------------
Total ESOP Trust Fund $100,570,069 $260,916,460
============ ============
</TABLE>
Continued
17
<PAGE>
Supplemental Schedule
---------------------
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
AS OF DECEMBER 31, 1995
FACE AMOUNT ISSUES FAIR VALUE
- ----------- ------ ----------
Loan Fund
---------
$3,006,987 Loan to Participants
(Fixed Interest rate based on the prime
lending rate plus one percentage
point. The repayment period is
from one to five years.) $3,006,987
24,991 Interest Receivable 24,991
----------
Total Loan Fund $3,031,978
==========
18
<PAGE>
Supplemental Schedule
---------------------
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
DISPOSED ACQUIRED
--------------- ------------------
SECURITY/PARTY
DESCRIPTION SALES PROCEEDS PURCHASES COSTS GAIN (LOSS)
----- -------- --------- ----- -----------
SERIES OF TRANSACTIONS:
BT Pyramid Directed
Account-Cash Fund (a) $46,584,588 (a) $49,008,531 0
(a) Custodian is unable to provide detailed information on the number of
transactions.
19
<PAGE>
Supplemental Schedule
---------------------
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
PURCHASES SALES
--------------------------- -------------------
NAME AFFILIATION COST SALES PRICE GAIN
- ---- ----------- ---- ----------- ----
Johnson & Johnson
Common Stock Plan Administrator $48,090,963 $ - $ -
20
<PAGE>
COOPERS & LYBRAND L.L.P. LETTERHEAD
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Johnson and Johnson Savings Plan on Form S-8 (File No. 02-77153 and 33-40295) of
our report dated May 22, 1996, on our audits of the financial statements and
financial statement schedules of Johnson and Johnson Savings Plan as of December
31, 1995 and 1994, and for the years ended December 31, 1995 and 1994, which
report is included in the Form 11-K.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 26, 1996
Exhibit 28(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
-----------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-3215
----------------------------------------------------
JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN
(Full title of the Plan)
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE>
Item 4. Financial Statements and Exhibits
---------------------------------
Report of Independent Accountants
Financial Statements:
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations and Changes in Plan Equity for the years
ended December 31, 1995 and 1994
Notes to Financial Statements
Supplemental Schedules:
Schedule of Investments at December 31, 1995
Schedule of 5% Reportable Transactions for the year ended
December 31, 1995
Schedule of Party-In-Interest Transactions for the year ended
December 31, 1995
Consent of Coopers & Lybrand L.L.P., dated June 26, 1996
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
By: /s/ C. H. JOHNSON
---------------------------------
C. H. Johnson
Chairman, Pension Committee
June 27, 1996
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
-----------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
as of and for the years ended
December 31, 1995 and 1994
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
INDEX
Report of Independent Accountants 2
Financial Statements:
Balance Sheets as of December 31, 1995 and 1994 3
Statements of Operations and Changes in Plan
Equity for the years ended December 31, 1995
and 1994 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Schedule of Investments at December 31, 1995 11
Schedule of 5% Reportable Transactions for
the year ended December 31, 1995 12
Schedule of Party-In-Interest Transactions for
the year ended December 31, 1995 13
1
<PAGE>
COOPERS & LYBRAND L.L.P. LETTERHEAD
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of
Johnson & Johnson Retirement Savings Plan
We have audited the accompanying balance sheets of the Johnson & Johnson
Retirement Savings Plan as of December 31, 1995 and 1994, and the related
statements of operations and changes in plan equity for the years then ended.
These financial statements are the responsibility of the Savings Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Johnson & Johnson
Retirement Savings Plan as of December 31, 1995 and 1994 and the results of its
operations and changes in plan equity for the years then ended, in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed in
the accompanying index on page 1 are presented for purposes of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the balance sheets and the related
statements of operations and changes in plan equity is presented for purposes of
additional analysis rather than to present the balance sheets and statements of
operations and changes in plan equity for each fund. The supplemental schedules
and Fund Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
May 22, 1996
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
BALANCE SHEETS
as of December 31, 1995 and 1994
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------
1995
----------------------------------------------------------------
Short-Term
Investment J&J Total
Fund Stock Fund Equity Fund Savings Plan
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
- ------
Investments at Fair Value (Notes 2 and 5) $4,200,145 $27,975,661 $2,498,934 $34,674,740
Accrued Dividends and Interest Receivable
Assets Designated for Transfer (Note 2)
---------- ----------- ---------- -----------
Total Assets $4,200,145 $27,975,661 $2,498,934 $34,674,740
========== =========== ========== ===========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses $ 6,212 $ 32,552 $ 3,632 $ 42,396
Plan Equity 4,193,933 27,943,109 2,495,302 34,632,344
---------- ----------- ---------- -----------
Total Liabilities and Plan Equity $4,200,145 $27,975,661 $2,498,934 $34,674,740
========== =========== ========== ===========
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------
1994
----------------------------------------------------------------
Short-Term
Investment J&J Total
Fund Stock Fund Equity Fund Savings Plan
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
- ------
Investments at Fair Value (Notes 2 and 5) $3,565,823 $15,728,253 $1,666,824 $20,960,900
Accrued Dividends and Interest Receivable 942 942
Assets Designated for Transfer (Note 2) 1,300 1,900 (3,200)
---------- ----------- ---------- -----------
Total Assets $3,567,123 $15,731,095 $1,663,624 $20,961,842
========== =========== ========== ===========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Expenses $ 3,932 $ 14,382 $ 1,756 $ 20,070
Plan Equity 3,563,191 15,716,713 1,661,868 20,941,772
---------- ----------- ---------- -----------
Total Liabilities and Plan Equity $3,567,123 $15,731,095 $1,663,624 $20,961,842
========== =========== ========== ===========
See Notes to Financial Statements
3
</TABLE>
<PAGE>
<TABLE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
For The Years Ended December 31, 1995 and 1994
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------
1995
--------------------------------------------------------------
Short-Term
Investment J&J Total
Fund Stock Fund Equity Fund Savings Plan
------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Employee Contributions (Note 3) $1,125,304 $ 3,134,488 $ 756,415 $ 5,016,207
Employer Contributions (Note 3) 29,966 2,473,034 3,362 2,506,362
Interest Income 223,363 9,783 233,146
Dividend Income 388,679 150,646 539,325
---------- ----------- ---------- -----------
1,378,633 6,005,984 910,423 8,295,040
Payments to Participants (Note 4) (599,412) (3,278,025) (347,865) (4,225,302)
Change in Unrealized
Appreciation of Investment 8,432,570 358,732 8,791,302
Realized Gain on Sale of Investments 834,352 31,250 865,602
Realized Gain on Stock Distributed 96,951 96,951
Administrative Expenses (20,779) (101,336) (10,906) (133,021)
Assets Transferred (Note 2) (127,700) 235,900 (108,200)
---------- ----------- ---------- -----------
$ 630,742 $12,226,396 $ 833,434 $13,690,572
Plan Equity, Beginning of Period 3,563,191 15,716,713 1,661,868 20,941,772
---------- ----------- ---------- -----------
Plan Equity, End of Period $4,193,933 $27,943,109 $2,495,302 $34,632,344
========== =========== ========== ===========
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------
1994
--------------------------------------------------------------
Short-Term
Investment J&J Total
Fund Stock Fund Equity Fund Savings Plan
------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Employee Contributions (Note 3) $1,069,280 $ 2,651,463 $ 724,681 $ 4,445,424
Employer Contributions (Note 3) 34,131 1,971,679 3,869 2,009,679
Interest Income 130,236 5,037 135,273
Dividend Income 284,206 91,069 375,275
---------- ----------- ---------- -----------
1,233,647 4,912,385 819,619 6,965,651
Payments to Participants (Note 4) (570,666) (2,277,808) (280,021) (3,128,495)
Change in Unrealized
Appreciation of Investment 2,725,697 (99,131) 2,626,566
Realized Gain on Sale of Investments 28,701 11,632 40,333
Realized Gain on Stock Distributed 18,162 18,162
Administrative Expenses (10,862) (39,597) (4,843) (55,302)
Assets Transferred (Note 2) 28,500 (12,600) (15,900)
---------- ----------- ---------- -----------
$ 680,619 $ 5,354,940 $ 431,356 $ 6,466,915
Plan Equity, Beginning of Period 2,882,572 10,361,773 1,230,512 14,474,857
---------- ----------- ---------- -----------
Plan Equity, End of Period $3,563,191 $15,716,713 $1,661,868 $20,941,772
========== =========== ========== ===========
See Notes to Financial Statements
4
</TABLE>
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Organization:
-------------
The Johnson & Johnson Retirement Savings Plan (the "Plan" - a defined
contribution plan) was established on March 1, 1990 for eligible employees
of certain subsidiaries of Johnson & Johnson (the "Company") located in
Puerto Rico which have adopted the Plan. The Plan was designed to provide
eligible employees with an opportunity to strengthen their financial
security at retirement by providing an incentive to save and invest
regularly. The funding of the Plan is made through employee and Company
contributions. The assets of the Plan are maintained and transactions
therein are executed by the trustee, Banco Popular de Puerto Rico.
2. Summary of Significant Accounting Policies:
-------------------------------------------
Valuation of Investments:
Equity investments in the Johnson & Johnson Stock Fund, administered by the
Banco Popular de Puerto Rico, are valued at the average of the high and low
market price on the last business day of the year. Equity investments in
the Equity Fund, managed by the Capital Research and Management Company,
are traded on a national securities exchange, and are valued at the last
reported market price on the last business day of the year. Temporary cash
investments are stated at redemption value.
The cost of equity investments in the Johnson & Johnson Stock Fund are
recorded at the average market price of the stock transactions for the
month during the month of purchase. Units in the Equity Fund are purchased
throughout the month at the prevailing costs on those dates.
Deposits in short-term investments in the Short-Term Investment Fund are
principally purchases of shares of the Prime Portfolio of Vanguard Money
Market Reserves, Inc. The Portfolio invests in securities which mature in
less than one year. The value of this portfolio is the market value on the
last business day of the year.
Transfers:
Transfers among funds, which are made at the participant's election have
been presented as assets transferred.
Continued
5
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies, (continued)
------------------------------------------
Use of Estimates:
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported. Actual results are not
expected to differ from those estimates.
Risks and Uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statement of
net assets available for plan benefits and the statement of changes in net
assets available for plan benefits.
Other:
Interest and dividend income are recorded as earned on the accrual basis.
Purchases and sales of investment securities are reflected on a trade-date
basis. Gains and losses on sales of investment securities are determined on
the average cost method.
All administrative expenses are paid by the Trust except for certain
salaried employees and the recordkeeping system used by the Plan which are
paid by the Company.
3. Contributions:
--------------
Participating employees may contribute a minimum of 3% up to a maximum of
6% pre-tax and 10% post-tax of their base salary. Pre-tax contributions may
not exceed $7,000 under Puerto Rico law. The Company contributes to the
Plan, out of current or accumulated profits, an amount equal to 66-2/3% of
the employee's pre-tax contributions for the Plan year.
Contributions are made to the Plan by participants through payroll
deductions and by the Company on behalf of participants. Employee
contributions are to be invested in any of the three investment funds at
the direction of the participating employees. All Company contributions are
made to the J&J Stock Fund, except for participants over the age of 50, who
may choose the alternative investments.
Continued
6
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. Contributions, (continued)
-------------
The number of participants invested in each fund at December 31, 1995 and
1994 was:
1995 1994
---- ----
Johnson & Johnson Stock Fund 3,009 2,931
Diversified Equity Fund 1,245 1,218
Short-term Investments Fund 1,735 1,721
Participants may elect to invest in more than one fund. A total of 3,260
and 3,112 active and former employees had investments in the Plan for 1995
and 1994, respectively.
4. Benefits:
---------
All participants are fully vested in their contributions and the company
match. The benefit to which a plan participant is entitled is the amount
provided by contributions (Company and participant) and investment earnings
thereon (including net realized and unrealized investment gains and losses)
which have been allocated to such participant's account balance.
Continued
7
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments:
------------
Investments held by the Plan as of December 31, 1995 and 1994 are
summarized as follows:
<TABLE>
<CAPTION>
1995
---------------------------------------------------------------
Short-Term Johnson & Johnson
Investment Fund Stock Fund
------------------------- --------------------------
Fair Value Cost Fair Value Cost
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Common Stocks:
Johnson & Johnson $27,664,893 $16,203,106
Mutual Funds
Temporary Cash
Investment $4,200,145 $4,200,145 310,768 310,768
---------- ---------- ----------- -----------
$4,200,145 $4,200,145 $27,975,661 $16,513,874
========== ========== =========== ===========
<CAPTION>
1995
---------------------------------------------------------------
Equity Fund Total
------------------------- --------------------------
Fair Value Cost Fair Value Cost
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Common Stocks:
Johnson & Johnson $27,664,893 $16,203,106
Mutual Funds $2,498,934 $2,143,580 2,498,934 2,143,580
Temporary Cash
Investment 4,510,913 4,510,913
----------- ---------- ----------- -----------
$2,498,934 $2,143,580 $34,674,740 $22,857,599
========== ========== =========== ===========
</TABLE>
Continued
8
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments, (continued):
------------
<TABLE>
<CAPTION>
1994
---------------------------------------------------------------
Short-Term Johnson & Johnson
Investment Fund Stock Fund
------------------------- --------------------------
Fair Value Cost Fair Value Cost
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Common Stocks:
Johnson & Johnson $15,495,345 $12,467,071
Mutual Funds
Temporary Cash
Investment $3,565,823 $3,565,823 232,908 232,908
---------- ---------- ----------- -----------
$3,565,823 $3,565,823 $15,728,253 $12,699,979
========== ========== =========== ===========
<CAPTION>
1994
---------------------------------------------------------------
Equity Fund Total
------------------------- --------------------------
Fair Value Cost Fair Value Cost
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Common Stocks:
Johnson & Johnson $15,495,345 $12,467,071
Mutual Funds $1,666,824 $1,670,202 1,666,824 1,670,202
Temporary Cash
Investment 3,798,731 3,798,731
---------- ---------- ----------- -----------
$1,666,824 $1,670,202 $20,960,900 $17,936,004
========== ========== =========== ===========
</TABLE>
Realized gains (losses), net of investments sold and distributed during the
years ended December 31, 1995 and 1994 are summarized as follows:
<TABLE>
<CAPTION>
J&J Stock Fund Equity Fund
------------------------------------------ ------------------------------------
Book Value Proceeds Gain/(Loss) Book Value Proceeds Gain
---------- ---------- ----------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
1995 $3,212,490 $4,143,793 $931,303 $393,174 $424,424 $31,250
1994 3,190,219 3,237,082 46,863 237,574 249,206 11,632
</TABLE>
Continued
9
<PAGE>
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
6. Tax Status:
-----------
The Plan constitutes a qualified plan under Section 165(a) of the Puerto
Rico Income Tax Act of 1954 as amended, (the "ITA"), and the Trust is
exempt from Puerto Rico income taxes under Section 165(a) and 165(e) of the
ITA.
The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and operated in compliance with the applicable
requirements of the Puerto Rico tax code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
7. Termination Priorities:
-----------------------
The Company has the right to terminate the Plan at any time and in the
event the Plan is terminated, subject to conditions set forth in ERISA, the
amount of each participant's account balance in the Plan is fully vested.
8. Reconciliation of Financial Statements to Form 5500:
----------------------------------------------------
The following is a reconciliation of Plan Equity per the financial
statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1995 1994
----------- -----------
<S> <C> <C>
Plan Equity Per the Financial Statements $34,632,344 $20,941,772
Amounts Allocated to Withdrawing Participants (346,911) (449,666)
----------- -----------
Plan Equity Per the Form 5500 $34,285,433 $20,492,106
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31,
1995
------------
<S> <C>
Benefits Paid to Participants Per the Financial Statements $4,225,302
Add: Amounts Allocated to Withdrawing Participants at
December 31, 1995 346,911
Less: Amounts Allocated to Withdrawing Participants
at December 31, 1994 (449,666)
-----------
Benefits Paid to Participants Per the Form 5500 $4,122,547
==========
</TABLE>
Amounts allocated to the withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31, 1995 but not yet paid as of that date.
Continued
10
<PAGE>
Supplemental Schedule
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1995
FACE AMOUNT
OR SHARES ISSUES COST FAIR VALUE
- --------- ------ ---- ----------
J&J STOCK FUND
Common Stock
------------
323,566 shs. Johnson & Johnson $16,203,106 $27,664,893
Temporary Investments
---------------------
$ 310,768 U.S. Treasury Obligations 310,768 310,768
----------- -----------
Total J&J Stock Fund $16,513,874 $27,975,661
=========== ===========
SHORT-TERM INVESTMENT FUND
Money Market funds
------------------
Vanguard Money Market
Reserves Prime
$ 4,200,145 Portfolio 12/31/95 $ 4,200,145 $ 4,200,145
=========== ===========
EQUITY FUND
Mutual Funds
------------
115,637.849 shs. Investment Company of America $ 2,143,580 $ 2,498,934
=========== ===========
Continued
11
<PAGE>
<TABLE>
Supplemental Schedule
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
DISPOSED ACQUIRED
------------------------- -----------------------
SECURITY/PARTY
DESCRIPTION SALES PROCEEDS PURCHASES COST GAIN (LOSS)
- -------------- ----- -------- --------- ---- -----------
(# of Transactions) (# of Transactions)
<S> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Johnson & Johnson 72 $3,093,487 0
The Vanguard Group 26 $667,373 60 $1,301,403 0
</TABLE>
Continued
12
<PAGE>
Supplemental Schedule
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27e - SCHEDULE OF PARTY IN-INTEREST TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
PURCHASES
NAME AFFILIATION COST
- ---- ----------- ---------
Johnson & Johnson
Common Stock Plan Administrator $3,282,971
13
<PAGE>
COOPERS & LYBRAND L.L.P. LETTERHEAD
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Johnson and Johnson Retirement Savings Plan on Form S-8 (File No. 33-32875) of
our report dated May 22, 1996, on our audits of the financial statements and
financial statement schedules of Johnson and Johnson Retirement Savings Plan
as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and
1994, which report is included in the Form 11-K.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 26, 1996
Exhibit 28(c)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 1-3215
------------------------------
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
(Full title of the Plan)
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE>
Item 4. Financial Statements and Exhibits
Report of Independent Accountants
Financial Statements:
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations and Changes in Plan Equity
for the years ended December 31, 1995 and 1994
Notes to Financial Statements
Supplemental Schedules:
Schedule of Investments at December 31, 1995
Schedule of 5% Reportable Transactions
for the year ended December 31, 1995
Schedule of Non-exempt Transactions for the year
ended December 31, 1995
Consent of Coopers & Lybrand L.L.P., dated June 26, 1996
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
By: /s/ C. H. Johnson
------------------------
C. H. Johnson
Chairman, Pension Committee
June 27, 1996
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
-----------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
as of and for the years ended
December 31, 1995 and 1994
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
INDEX
Report of Independent Accountants 2
Financial Statements:
Balance Sheets as of December 31, 1995 and 1994 3-4
Statements of Operations and Changes in Plan
Equity for the years ended December 31, 1995 and 1994 5-6
Notes to Financial Statements 7-12
Supplemental Schedules:
Schedule of Investments at December 31, 1995 13
Schedule of 5% Reportable Transactions for
the year ended December 31, 1995 14
Schedule of Nonexempt Transactions for
the year ended December 31, 1995 15
1
<PAGE>
COOPERS & LYBRAND L.L.P. LETTERHEAD
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of
Johnson & Johnson Savings Plan
We have audited the accompanying balance sheets of the Johnson & Johnson Savings
Plan for Union Represented Employees as of December 31, 1995 and 1994 and the
related statements of operations and changes in plan equity for the years then
ended. These financial statements are the responsibility of the Savings Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Johnson & Johnson Savings
Plan for Union Represented Employees as of December 31, 1995 and 1994 and the
results of its operations and changes in plan equity for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed in
the accompanying index on page 1 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the balance sheets and the related
statements of operations and changes in plan equity is presented for purposes of
additional analysis rather than to present the balance sheets and statements of
operations and changes in plan equity for each fund. The supplemental schedules
and Fund Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
May 22, 1996
<PAGE>
<TABLE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
BALANCE SHEET
As of December 31, 1995
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
Fixed J&J Diversified Total
USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan
--------- ------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
- -------
Deposits in Group Annuity Contracts (Note 2) $930,405 $ 930,405
Investments at Fair Value (Notes 2 and 5) $586,316 $5,268,412 $1,112,819 6,967,547
Accrued Dividends and Interest Receivable 2,849 5,239 196 8,284
-------- -------- ---------- ---------- ----------
Total Assets $589,165 $935,644 $5,268,608 $1,112,819 $7,906,236
======== ======== ========== ========== ==========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Transfers $ 11,400 $ 16,500 $ (46,300) $ 18,400
Plan Equity 577,765 919,144 5,314,908 1,094,419 $7,906,236
-------- -------- ---------- ---------- ----------
Total Liabilities and Plan Equity $589,165 $935,644 $5,268,608 $1,112,819 $7,906,236
======== ======== ========== ========== ==========
</TABLE>
See Notes to Financial Statements
3
<PAGE>
<TABLE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
BALANCE SHEET
As of December 31, 1994
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
Fixed J&J Diversified Total
USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan
--------- ------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
- -------
Deposits in Group Annuity Contracts (Note 2) $441,123 $ 441,123
Investments at Fair Value (Notes 2 and 5) $305,899 $2,074,229 $401,162 2,781,290
Accrued Dividends and Interest Receivable 1,396 2,452 233 4,081
-------- -------- ---------- -------- ----------
Total Assets $307,295 $443,575 $2,074,462 $401,162 $3,226,494
======== ======== ========== ======== ==========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Accrued Transfers $ (2,000) $ (2,900) $ 7,500 $ (2,600)
Plan Equity 309,295 446,475 2,066,962 403,762 $3,226,494
-------- -------- ---------- -------- ----------
Total Liabilities and Plan Equity $307,295 $443,575 $2,074,462 $401,162 $3,226,494
======== ======== ========== ======== ==========
</TABLE>
See Notes to Financial Statements
4
<PAGE>
<TABLE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1995
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------
Fixed J&J Diversified Total
USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan
--------- ------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $341,742 $576,177 $ 992,854 $576,207 $2,486,980
Employer Contributions (Note 3) 452,099 452,099
Interest 26,729 46,209 2,611 75,549
Dividends 64,210 16,446 80,656
-------- -------- ---------- ---------- ----------
368,471 622,386 1,511,774 592,653 3,095,284
Additions to (Deductions From) Plan Equity:
- -------------------------------------------
Payments to Participants (15,901) (31,517) (137,445) (13,226) (198,089)
Change in Unrealized Net Appreciation of Investments 1,528,964 141,859 1,670,823
Realized Net Gain on Sale of Investments 35,408 72,971 108,379
Realized Net Gain on Stock Distributed 3,345 3,345
Assets Transferred (84,100) (118,200) 305,900 (103,600)
-------- -------- ---------- ---------- ----------
$268,470 $472,669 $3,247,946 $690,657 $4,679,742
Plan Equity, Beginning of Period 309,295 446,475 2,066,962 403,762 3,226,494
------- ------- --------- --------- ---------
Plan Equity, End of Period $577,765 $919,144 $5,314,908 $1,094,419 $7,906,236
======== ======== ========== ========== ==========
</TABLE>
See Notes to Financial Statements
5
<PAGE>
<TABLE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF OPERATIONS AND CHANGES IN PLAN EQUITY
For The Year Ended December 31, 1994
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------
Fixed J&J Diversified Total
USGS Fund Interest Fund Stock Fund Equity Fund Savings Plan
--------- ------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $166,277 $234,629 $ 557,561 $222,071 $1,180,538
Employer Contributions (Note 3) 207,867 207,867
Interest 9,717 21,932 1,487 33,136
Dividends 32,437 6,657 39,094
-------- -------- ---------- -------- ----------
175,994 256,561 799,352 228,728 1,460,635
Additions to (Deductions From) Plan Equity:
- -------------------------------------------
Payments to Participants (2,286) (12,896) (37,317) (7,851) (60,350)
Change in Unrealized Net Appreciation of Investments 357,710 (13,794) 343,916
Realized Net Gain on Sale of Investments (572) 11,176 10,604
Realized Net Gain on Stock Distributed 1,572 1,572
Assets Transferred (15,200) (17,200) 36,400 (4,000)
-------- -------- ---------- -------- ----------
$158,508 $226,465 $1,157,145 $214,259 $1,756,377
Plan Equity, Beginning of Period 150,787 220,010 909,817 189,503 1,470,117
-------- -------- ---------- -------- ----------
Plan Equity, End of Period $309,295 $446,475 $2,066,962 $403,762 $3,226,494
======== ======== ========== ======== ==========
</TABLE>
See Notes to Financial Statements
6
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Organization:
The Johnson & Johnson Savings Plan for Union Represented Employees (the
"Plan" - a defined contribution plan) was established on January 1,
1993. The Plan was designed to enhance the existing retirement program
of eligible employees. The funding of the Plan is made through employee
and Company contributions. The assets of the Plan are maintained and
transactions therein are executed by the trustee, Bankers Trust Company.
2. Summary of Significant Accounting Policies:
Valuation of Investments:
Equity investments in the Johnson & Johnson Stock Fund, administered by
the Bankers Trust Company, are valued at the average of the high and low
market price on the last business day of the year. The cost of equity
investments in the Johnson & Johnson Stock Fund are recorded at the
average market price of the stock transactions for the month during
which the contribution is made.
The investments in the U.S. Government Securities, Fixed Interest and
Diversified Equity funds represent the Plan's share of assets in the
Savings Plan Trust. The U.S. Government Securities Fund consists of
Short-term obligations that are issued or guaranteed by the U.S.
Government. Investments are valued at cost which approximates market.
Deposits in group annuity contracts in the Fixed Interest Fund are
recorded at their contract value, which approximates fair value because
these investments have fully benefit-responsive features. Contract value
represents contributions and reinvested income, less any withdrawals
plus accrued interest. Participants may direct the withdrawal or
transfer of all or a portion of their investment at contract value.
However, withdrawals influenced by employer initiated events, such as in
connection with the sale of a business, may result in a distribution at
other than contract value. There are no reserves against contract values
for credit risk of contract issuers or otherwise. The average yield and
crediting interest rate of the Fixed Income Fund was 7.25 percent for
1995 and 7.26 percent for 1994. The crediting interest rate for the
investment contracts is either agreed-to in advance with the issuer or
varies based on an agreed-to formula, but cannot be less than zero.
Equity investments and corporate obligations in the Diversified Equity
Fund, managed by the Capital Guardian Trust Company are traded on a
national securities exchange, and are valued at the last reported market
sales price on the last business day of the year. Investments in the
Diversified Equity Fund are purchased periodically by the Capital
Guardian Trust Company based on the prevailing market values of the
underlying investments.
Temporary cash investments are stated at redemption value.
Continued
7
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Significant Accounting Policies, (Continued):
Transfers:
Transfers among funds, which are made at the participant's election have
been presented as assets transferred.
Use of Estimates:
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported. Actual results are not
expected to differ from those estimates.
Risks and Uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and
the statement of changes in net assets available for plan benefits.
Other:
Interest and dividend income is recorded as earned on the accrual basis.
Purchases and sales of investment securities are reflected on a
trade-date basis. Gains and losses on sales of investment securities are
determined on the average cost method.
All administrative expenses are paid by the Company.
3. Contributions:
Participating employees may contribute a minimum of $0.16 per hour up to
a maximum of $0.80 per hour up to the first forty hours worked in each
payroll week. All contributions are on a pre-tax basis. Pre-tax
contributions may not exceed $9,240. The Company contributes to the
Plan, out of current or accumulated profits, an amount equal to 25% of
the employee directed contributions on the first $0.40 per hour.
Continued
8
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued
3. Contributions (continued):
Contributions are made to the Plan by participants through payroll
deductions and by the Company on behalf of participants. Employee
contributions are to be invested in any of the four investment funds at
the direction of the participating employees. All Company contributions
are made to the J&J Stock Fund.
The number of participants invested in each fund at December 31, 1995 and
1994 was:
1995 1994
---- ----
U.S. Government Securities Fund 609 350
Fixed Interest Fund 825 430
Johnson & Johnson Stock Fund 1,410 1,115
Diversified Equity Fund 890 409
Participants may elect to invest in more than one fund. A total of 1,987
and 1,153 active and former employees had investments in the Plan for
1995 and 1994, respectively.
4. Benefits:
All participants are fully vested in their contributions and the company
match. The benefit to which a Plan participant is entitled is the amount
provided by contributions (Company and participant) and investment
earnings thereon (including net realized and unrealized investment gains
and losses) which have been allocated to such participant's account
balance.
5. Investments:
Investments held by the plan as of December 31, 1995 are summarized as
follows:
Johnson & Johnson
Stock Fund
----------------------------
Fair Value Cost
---------- ----------
Common Stocks:
Johnson & Johnson $5,257,076 $3,307,515
Temporary Cash Investments 11,336 11,336
---------- ----------
$5,268,412 $3,318,851
========== ==========
Continued
9
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments, (Continued):
The investments in the U.S. Government Securities, Fixed Interest, and
the Diversified Equity Funds reflected in the accompanying Balance Sheet
represent the Plan's share of investments (approximately 0.3% of fair
value) held by the Johnson & Johnson Savings Plan Trust. Total
investments held by the Trust on behalf of the Plan and the Johnson &
Johnson Savings Plan are summarized as follows:
Description Fair Value Cost
----------- ------------ ------------
USGS Fund:
U.S. Government Securities - Short Term $10,697,248 $10,697,248
Other 52,086 52,086
Fixed Interest Fund:
Deposits in Group Annuity Contracts 608,271,081 608,271,081
Other 3,486,745 3,486,745
Diversified Equity Fund:
Common Stocks 277,019,865 208,082,469
Other 490,758 490,758
------------ ------------
$900,017,783 $831,080,387
============ ============
Investments held by the plan as of December 31, 1994 are summarized as
follows:
Johnson & Johnson
Stock Fund
----------------------------
Fair Value Cost
---------- ----------
Common Stocks:
Johnson & Johnson $2,043,664 $1,623,066
Temporary Cash Investments 30,565 30,565
---------- ----------
$2,074,229 $1,653,631
========== ==========
Continued
10
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS , Continued
5. Investments, (continued):
The investments in the U.S. Government Securities, Fixed Interest, and
the Diversified Equity Funds reflected in the accompanying Balance Sheet
represent the Plan's share of investments (approximately 0.3% of fair
value) held by the Johnson & Johnson Savings Plan Trust. Total
investments held by the Trust on behalf of the Plan and the Johnson &
Johnson Savings Plan are summarized as follows:
Description Fair Value Cost
----------- ------------ ------------
USGS Fund:
U.S. Government Securities - Short Term $6,937,687 $6,937,687
Other 31,882 31,882
Fixed Interest Fund:
Deposits in Group Annuity Contracts 600,303,776 600,303,776
Other 3,393,712 3,393,712
Diversified Equity Fund:
Common Stocks 179,915,286 156,158,848
Other 2,084,151 2,084,151
------------ ------------
$792,666,494 $768,910,056
============ ============
Realized gains on investments sold and distributed during the year are
summarized as follows:
<TABLE>
<CAPTION>
J&J Stock Fund Diversified Equity Fund
-------------------------------------- ----------------------------------------
Book Value Proceeds Gain Book Value Proceeds Gain
---------- -------- ---- ---------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
1995 $91,741 $130,494 $38,753 $468,575 $541,546 $72,971
1994 40,965 41,965 1,000 151,173 162,349 11,176
</TABLE>
6. Tax Status:
The Internal Revenue Service has determined and informed the Company by a
letter dated April 19, 1993, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and
is currently being operated in compliance with applicable requirements of
the IRC.
Continued
11
<PAGE>
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS , Continued
7. Termination Priorities:
The Company has the right to terminate the Plan at any time and in the
event the Plan is terminated subject to conditions set forth in ERISA, the
amount of each participant's account balance in the Plan is fully vested.
8. Concentrations of Credit Risk
Financial instruments which potentially subject the Plan to concentrations
of credit risk consist principally of the Fixed Interest Fund holdings in
fully benefit-responsive group annuity contracts with insurance and other
financial institutions.
The Fund places its fully benefit-responsive group annuity contracts with
high-credit quality institutions and, by policy, limits the amount of
credit exposure to any one financial institution.
9. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of Plan Equity per the financial
statements to the Form 5500:
December 31,
1995
-------------
Plan Equity Per the Financial Statements $7,906,236
Amounts Allocated to Withdrawing Participants (23,713)
----------
Plan Equity Per the Form 5500 $7,882,523
==========
Year Ended
December 31,
1995
-------------
Benefits Paid to Participants Per the Financial Statements $198,089
Add: Amounts Allocated to Withdrawing Participants at
December 31, 1995 23,713
Less: Amounts Allocated to Withdrawing Participants
at December 31, 1994 (2,444)
--------
Benefits Paid to Participants Per the Form 5500 $219,358
========
Amounts allocated to the withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31, 1995 but not yet paid as of that date.
Continued
12
<PAGE>
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
AS OF DECEMBER 31, 1995
FACE AMOUNT
OR SHARES ISSUES COST FAIR VALUE
--------- ------ ---- ----------
J&J STOCK FUND
--------------
Common Stock
------------
61,441 shs. Johnson & Johnson $3,307,515 $5,257,076
Temporary Investments
---------------------
11,336 BT Pyramid Directed
Account Cash Fund 11,336 11,336
---------- ----------
Total J&J Stock Fund $3,318,851 $5,268,412
========== ==========
Continued
13
<PAGE>
<TABLE>
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
DISPOSED ACQUIRED
-------------------------- ---------------------
SALES PROCEEDS PURCHASES COSTS GAIN(LOSS)
----- -------- --------- ----- ----------
<S> <C> <C> <C> <C> <C>
SECURITY/PARTY
DESCRIPTION
SERIES OF TRANSACTIONS:
BT Pyramid Directed
Account-Cash Fund (a) $1,356,150 (a) $1,374,907 0
</TABLE>
(a) Custodian is unable to provide detailed information on the number of
transactions.
Continued
14
<PAGE>
<TABLE>
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
PURCHASES SALES
----------------------------------- ---------------------
NAME AFFILIATION COST SALES PRICE GAIN
- ---- ----------- ---------- ----------- ----
<S> <C> <C> <C> <C>
Johnson & Johnson
Common Stock Plan Administrator $1,653,972 $ - $ -
</TABLE>
15
<PAGE>
COOPERS & LYBRAND L.L.P. LETTERHEAD
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Johnson and Johnson Savings Plan for Union Represented Employees on Form S-8
(File No. 33-52252) of our report dated May 22, 1996, on our audits of the
financial statements and financial statement schedules of Johnson and Johnson
Savings Plan for Union Represented Employees as of December 31, 1995 and 1994,
and for the years ended December 31, 1995 and 1994, which report is included in
the Form 11-K.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 26, 1996
