<PAGE> 1
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 29, 1996 Commission file number 1-3215
J O H N S O N & J O H N S O N
(Exact name of registrant as specified in its charter)
New Jersey 22-l024240
(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 (732) 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 25, 1997 was approximately $75.1 billion.
On February 25, 1997 there were 1,333,553,480 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II: Portions of registrant's annual report to shareowners
for fiscal year 1996.
Part III: Portions of registrant's proxy statement for its 1997
annual meeting of shareowners.
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> 2
SIGNATURES
Pursuant to the requirements of Section l3 of the Securities Exchange
Act of l934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: June 13, 1997 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 l934, 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 13, 1997
/s/ R. DARRETTA Vice President-Finance
--------------------- and Director
R. Darretta (Principal financial June 16, 1997
officer)
/s/ C.E. LOCKETT Controller June 17, 1997
---------------------
C.E. Lockett
Director June , 1997
---------------------
G. N. Burrow
/s/ J. G. COONEY Director June 12, 1997
----------------------
J. G. Cooney
/s/ J. G. CULLEN Director June 13, 1997
----------------------
J. G. Cullen
1
<PAGE> 3
Signature Title Date
/s/ P. M. HAWLEY Director June 13, 1997
- ---------------------------
P. M. Hawley
/s/ A. D. JORDAN
- --------------------------- Director June 12, 1997
A. D. Jordan
/s/ A. G. LANGBO Director June 12, 1997
- ---------------------------
A. G. Langbo
/s/ J. S. MAYO Director June 17, 1997
- ---------------------------
J. S. Mayo
/s/ T. S. MURPHY Director June 12, 1997
- ---------------------------
T. S. Murphy
/s/ P. J. RIZZO Director June 12, 1997
- ---------------------------
P. J. Rizzo
/s/ M. F. SINGER Director June 12, 1997
- ---------------------------
M. F. Singer
/s/ R. B. SMITH Director June 13, 1997
- ---------------------------
R. B. Smith
/s/ R. N. WILSON Vice Chairman June 13, 1997
- --------------------------- Board of Directors
R. N. Wilson and Director
2
<PAGE> 4
EXHIBIT INDEX
Reg. S-K
Exhibit Table Description
Item No. of Exhibit
-------- ----------
3(a)(i) Restated Certificate of Incorporation dated April 26,
1990- Incorporated herein by reference to Exhibit 3(a)
of the Registrant's Form 10-K Annual Report for the year
ended December 30, 1990.
3(a)(ii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company 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(a)(iii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated May 21, 1996 - (1).
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) Stock Option Plan for Non-Employee Directors -- (1).
10(b) 1995 Stock Option Plan (as amended) -- Incorporated
herein by reference to Exhibit 10(a) of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1995.*
10(c) 1991 Stock Option Plan -- Incorporated by reference to
Registration Statement No. 33-40294, Exhibit 4(a).*
10(d) 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(e) 1995 Stock Compensation Plan -- Incorporated herein by
reference to Exhibit 10(e) of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1995.*
10(f) Executive Incentive Plan -- (1).*
10(g) Domestic Deferred Compensation Plan (as amended) --
(1).*
10(h) Deferred Fee Plan for Directors (as amended) -- (1).*
10(i) Executive Income Deferral Plan -- (1).*
10(j) Excess Savings Plan -- (1).*
10(k) 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(l) 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.*
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 Shareowners for fiscal year 1996
(only those portions of the Annual Report incorporated
by reference in this document are deemed "filed") --
Previously filed.
21 -- Subsidiaries -- Previously filed.
3
<PAGE> 5
27 -- Financial Data Schedule for Year Ended December 29,
1996- 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.
- ------------------
(1) Incorporated herein by reference to the Exhibit bearing the same Exhibit
Number in Registrant's Form 10-K Annual Report for the fiscal year ended
December 29, 1996.
* 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
<PAGE> 1
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 29, 1996
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> 2
Item 4. Financial Statements and Exhibits
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Benefits, with Fund
Information as of December 31, 1996 and 1995
Statements of Changes in Net Assets Available for Benefits, with
Fund Information for the years ended December 31, 1996 and 1995
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held For Investment Purposes
at December 31, 1996
Schedule of Reportable Transactions for the year
ended December 31, 1996
Schedule of Nonexempt Transactions for the
year ended December 31, 1996
Consent of Coopers & Lybrand L.L.P., dated June 20, 1997
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:______________________________
R. Darretta
Chairman, Pension Committee
June 20, 1997
<PAGE> 3
JOHNSON & JOHNSON SAVINGS PLAN
-----------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
as of and for the years ended
December 31, 1996 and 1995
<PAGE> 4
JOHNSON & JOHNSON SAVINGS PLAN
INDEX
<TABLE>
<S> <C> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits, with
Fund Information as of December 31, 1996 and 1995 3-4
Statements of Changes in Net Assets Available for
Benefits, with Fund Information for the years ended
December 31, 1996 and 1995 5-6
Notes to Financial Statements 7-16
Supplemental Schedules:
Item 27a - Schedule of Assets Held For Investment Purposes
at December 31, 1996 17-18
Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1996 19
Item 27e - Schedule of Nonexempt Transactions for
the year ended December 31, 1996 20
</TABLE>
1
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of
Johnson & Johnson Savings Plan
We have audited the accompanying statement of net assets available for benefits,
with fund information of the Johnson & Johnson Savings Plan (the "Savings Plan")
as of December 31, 1996 and 1995, and the related statements of changes in net
assets available for benefits, with fund information 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 net assets available for benefits of the Johnson &
Johnson Savings Plan as of December 31, 1996 and 1995 and the changes in net
assets available for benefits 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 statements of net assets
available for benefits and the related statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the statements of net assets available for benefits and
statements of changes in net assets available for benefits 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.
Parsippany, New Jersey
May 23, 1997
2
<PAGE> 6
JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------
Fixed Intermediate
USGS Fund Interest Fund Bond Fund Balanced Fund
--------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
ASSETS:
Deposits in Group Annuity Contracts (Note 2) $610,823,219
Investments at Fair Value (Notes 2 and 6)
Investments in Master Trust (Notes 2 and 6) $17,256,196 $16,738,962 $76,500,266
Accrued Dividends and Interest Receivable 80,446 2,851,698
Due from Johnson & Johnson
Assets Designated for Transfer (Note 2)
Hardship Loans to Participants
----------- ------------ ----------- -----------
Total Assets $17,336,642 $613,674,917 $16,738,962 $76,500,266
----------- ------------ ----------- -----------
LIABILITIES
Accrued Expenses $ 1,997 $ 72,108 $ 1,798 $ 9,188
Accrued Interest
Long-Term Note Payable to J&J
----------- ------------ ----------- -----------
Net Assets Available for Benefits $17,334,645 $613,602,809 $16,737,164 $76,491,078
=========== ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------
Diversified
J&J Stock Fund Equity Fund Loan Fund
-------------- ----------- ---------
<S> <C> <C> <C>
Deposits in Group Annuity Contracts (Note 2)
Investments at Fair Value (Notes 2 and 6) $607,192,136
Investments in Master Trust (Notes 2 and 6) $368,472,950
Accrued Dividends and Interest Receivable 7,966 $ 8,703
Due from Johnson & Johnson
Assets Designated for Transfer (Note 2)
Hardship Loans to Participants 5,254,804
------------ ------------ ----------
Total Assets $607,200,102 $368,472,950 $5,263,507
------------ ------------ ----------
LIABILITIES
Accrued Expenses $ 71,309 $ 243,228
Accrued Interest
Long-Term Note Payable to J&J
------------ ------------ ----------
Net Assets Available for Benefits $607,128,793 $368,229,722 $5,263,507
============ ============ ==========
</TABLE>
<TABLE>
<CAPTION>
Employee Stock Ownership
Plan Trust Fund
------------------------- Total
Allocated Unallocated Savings Plan
--------- ----------- ------------
<S> <C> <C> <C>
Deposits in Group Annuity Contracts (Note 2) $ 610,823,219
Investments at Fair Value (Notes 2 and 6) $123,998,633 $180,197,654 911,388,423
Investments in Master Trust (Notes 2 and 6) 478,968,374
Accrued Dividends and Interest Receivable 8,127 11,127 2,968,067
Due from Johnson & Johnson 7,927,197 7,927,197
Assets Designated for Transfer (Note 2) 17,933,605 (17,933,605)
Hardship Loans to Participants 5,254,804
------------ ------------ --------------
Total Assets $141,940,365 $170,202,373 $2,017,330,084
------------ ------------ --------------
LIABILITIES
Accrued Expenses $ 399,628
Accrued Interest $ 5,243,161 5,243,161
Long-Term Note Payable to J&J 66,579,822 66,579,822
------------ ------------ --------------
Net Assets Available for Benefits $141,940,365 $ 98,379,390 $1,945,107,473
============ ============ ==============
</TABLE>
See Notes to Financial Statements
3
<PAGE> 7
JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------
Fixed Intermediate
USGS Fund Interest Fund Bond Fund Balanced Fund J&J Stock Fund
--------- ------------- --------- ------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Deposits in Group Annuity Contracts (Note 2) $607,340,676
Investments at Fair Value (Notes 2 and 6) $440,459,022
Investments in Master Trust (Notes 2 and 6) $10,110,932 $11,978,234 $49,241,980
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
----------- ------------ ----------- ----------- ------------
LIABILITIES
Accrued Expenses $ 694 $ 67,199 $ 809 $ 3,239 $ 23,363
Accrued Interest
Long-Term Note Payable to J&J
----------- ------------ ----------- ----------- ------------
Net Assets Available for Benefits $10,159,476 $610,754,983 $11,977,425 $49,238,741 $440,455,123
=========== ============ =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
Participant
Directed
----------- Employee Stock Ownership
Plan Trust Fund
Diversified ------------------------------ Total
Equity Fund Loan Fund Allocated Unallocated Savings Plan
----------- --------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Deposits in Group Annuity Contracts (Note 2) $ 607,340,676
Investments at Fair Value (Notes 2 and 6) $86,948,778 $173,967,682 701,375,482
Investments in Master Trust (Notes 2 and 6) $276,397,803 347,728,949
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 $276,397,803 $3,031,978 $105,990,225 $163,698,842 $1,671,799,900
------------ ---------- ------------ ------------ --------------
LIABILITIES
Accrued Expenses $ 20,356 $ 115,660
Accrued Interest $ 5,740,043 5,740,043
Long-Term Note Payable to J&J 72,747,066 72,747,066
------------ ---------- ------------ ----------- --------------
Net Assets Available for Benefits $276,377,447 $3,031,978 $105,990,225 $85,211,733 $1,593,197,131
============ ========== ============ =========== ==============
</TABLE>
See Notes to Financial Statements
4
<PAGE> 8
JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------
Fixed Intermediate
USGS Fund Interest Fund Bond Fund Balanced Fund J&J Stock Fund
--------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 1,279,645 $ 26,445,632 $ 2,140,977 $ 8,866,474 $ 33,954,707
Employer Contributions (Note 3) 414,888 8,798,272 659,365 2,659,125 11,433,727
Interest 891,759 39,992,993 1,073,776 1,960,085 84,875
Dividends 8,274,786
------------ ------------- ------------ ------------- -------------
2,586,292 75,236,897 3,874,118 13,485,684 53,748,095
Additions to (Deductions From) Net Assets:
Neutrogena Transfer-In (Note 1) 8,683,362 2,491,438 1,292,468 3,528,162 7,372,567
Payments to Participants (Note 4) (1,406,944) (28,775,430) (439,889) (1,431,683) (20,755,596)
Change in Unrealized Net Appreciation
of Investments (205,640) 856,938 69,484,774
Realized Net Gain on Sale of Investments 108,566 5,830,619 14,213,619
Interest Expense
Administrative Expenses (11,541) (445,379) (47,884) (387,583) (453,565)
Assets Transferred (Note 2) (2,676,000) (45,659,700) 178,000 5,370,200 43,063,776
------------ ------------- ------------ ------------- -------------
$ 7,175,169 $ 2,847,826 $ 4,759,739 $ 27,252,337 $ 166,673,670
Net Assets, Beginning of Period 10,159,476 610,754,983 11,977,425 49,238,741 440,455,123
------------ ------------- ------------ ------------- -------------
Net Assets, End of Period $ 17,334,645 $ 613,602,809 $ 16,737,164 $ 76,491,078 $ 607,128,793
============ ============= ============ ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant
Directed Employee Stock Ownership
----------- Plan Trust Fund
Diversified --------------------------- Total
Equity Fund Loan Fund Allocated Unallocated Savings Plan
----------- --------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 23,528,986 $ 96,216,421
Employer Contributions (Note 3) 7,344,508 $ 7,927,197 39,237,082
Interest $ 380,160 $ 53,865 79,114 44,516,627
Dividends 5,815,579 560,967 3,822,612 18,473,944
------------ ------------- ------------- ------------- --------------
36,689,073 380,160 614,832 11,828,923 198,444,074
Additions to (Deductions From) Net Assets:
Neutrogena Transfer-In (Note 1) 4,133,147 1,714,658 29,215,802
Payments to Participants (Note 4) (9,974,627) 136,711 (3,550,659) (66,198,117)
Change in Unrealized Net Appreciation
of Investments 30,981,029 28,930,038 14,994,135 145,041,274
Realized Net Gain on Sale of Investments 31,380,998 2,401,469 53,935,271
Interest Expense (6,061,565) (6,061,565)
Administrative Expenses (1,120,445) (2,466,397)
Assets Transferred (Note 2) (236,900) 7,554,460 (7,593,836)
------------ ------------- ------------- ------------- --------------
$ 91,852,275 $ 2,231,529 $ 35,950,140 $ 13,167,657 $ 351,910,342
Net Assets, Beginning of Period 276,377,447 3,031,978 105,990,225 85,211,733 1,593,197,131
------------ ------------- ------------- -------------- -------------
Net Assets, End of Period $368,229,722 $ 5,263,507 $ 141,940,365 $ 98,379,390 $1,945,107,473
============ ============= ============= ============== ==============
</TABLE>
See Notes to Financial Statements
5
<PAGE> 9
JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------
Fixed Intermediate
USGS Fund Interest Fund Bond Fund Balanced Fund J&J Stock Fund
--------- ------------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 1,247,647 $ 31,051,782 $ 1,923,622 $ 6,498,250 $ 23,524,426
Employer Contributions (Note 3) 419,079 10,551,854 573,719 1,974,513 8,200,569
Interest 565,456 40,669,619 655,216 1,210,751 92,718
Dividends 6,137,231
------------ ------------- ------------- ------------- -------------
2,232,182 82,273,255 3,152,557 9,683,514 37,954,944
Additions to (Deductions From) Net Assets:
Payments to Participants (Note 4) (812,168) (37,240,718) (496,005) (1,931,019) (16,380,727)
Change in Unrealized Net Appreciation 769,412 5,966,829 137,687,670
of Investments
Realized Net Gain on Sale of Investments 129,277 2,616,270 9,991,460
Interest Expense
Administrative Expenses (8,361) (583,006) (28,687) (182,913) (253,892)
Assets Transferred (Note 2) 2,086,752 (36,832,034) 1,646,700 3,122,300 20,624,100
------------ ------------- ------------- ------------- -------------
$ 3,498,405 $ 7,617,497 $ 5,173,254 $ 19,274,981 $ 189,623,555
Net Assets, Beginning of Period 6,661,071 603,137,486 6,804,171 29,963,760 250,831,568
------------ ------------- ------------- ------------- -------------
Net Assets, End of Period $ 10,159,476 $ 610,754,983 $ 11,977,425 $ 49,238,741 $ 440,455,123
============ ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant
Directed Employee Stock Ownership
----------- Plan Trust Fund
Diversified ------------------------ Total
Equity Fund Loan Fund Allocated Unallocated Savings Plan
----------- --------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 19,589,461 $ 83,835,188
Employer Contributions (Note 3) 6,466,283 $ 8,753,583 36,939,600
Interest $ 224,890 $ 130,036 43,548,686
Dividends 4,916,778 1,347,644 2,521,572 14,923,225
------------- ------------- ------------- ------------- --------------
30,972,522 224,890 10,101,227 2,651,608 179,246,699
Additions to (Deductions From) Net Assets:
Payments to Participants (Note 4) (9,941,160) 340,693 (2,752,858) (69,213,962)
Change in Unrealized Net Appreciation 45,039,099 40,388,503 52,010,538 281,862,051
of Investments
Realized Net Gain on Sale of Investments 21,507,343 1,502,649 35,746,999
Interest Expense (6,656,031) (6,656,031)
Administrative Expenses (576,099) (1,632,958)
Assets Transferred (Note 2) 9,419,894 (67,712)
------------- ------------- ------------- ------------- --------------
$ 96,421,599 $ 565,583 $ 47,669,160 $49,508,764 $ 419,352,798
Net Assets, Beginning of Period 179,955,848 2,466,395 58,321,065 35,702,969 1,173,844,333
------------- ------------- ------------- ------------- --------------
Net Assets, End of Period $ 276,377,447 $ 3,031,978 $ 105,990,225 $ 85,211,733 $1,593,197,131
============= ============= ============= ============= ==============
</TABLE>
See Notes to Financial Statements
6
<PAGE> 10
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 a leveraged employee stock ownership plan and is designed to
comply with Section 4975(e)(7) and the regulations thereunder of the
Internal Revenue Code of 1986, as amended, and is subject to the
applicable provisions of the Employee Retirement Income Security Act of
1974, as amended. 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.
Accordingly, the financial statements of the Plan for the years 1996
and 1995 present separately the assets and liabilities and changes
therein pertaining to:
(a) the accounts of employees with vested rights in allocated stock
(Allocated) and
(b) stock not yet allocated to employees (Unallocated).
Each participant is entitled to exercise voting rights attributable to
the shares allocated to their account.
Effective April 1, 1996 the assets of the Neutrogena Corporation 401(k)
Profit Sharing Plan were transferred into the Johnson & Johnson Savings
Plan.
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.
Continued
7
<PAGE> 11
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Significant Accounting Policies, (Continued):
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.
The average yield of the Fixed Income Fund was approximately 6.78
percent for 1996 and 6.81 percent for 1995. The crediting interest rate
of the Fixed Income Fund was approximately 7.09 percent for 1996 and
7.25 percent for 1995. The difference between the average yield and
crediting interest rate is due to administrative charges paid by the
Plan. Administrative charges are allocated monthly based on the
quarterly percentage of assets in each of the six investment funds. 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.
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 which
approximates fair value.
Transfers:
Transfers among funds, which are made at the participant's election,
have been presented as assets transferred. With respect to the ESOP,
transfers represent shares allocated to the participants.
Continued
8
<PAGE> 12
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
2. Summary of Significant Accounting Policies, (Continued):
Use of Estimates:
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect the
reported amounts of net assets available for benefits at the date of
the financial statements and the changes in net assets available for
benefits during the reporting period and, when applicable, disclosures
of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
Risks and Uncertainties:
The Plan provides for various participant investment options in funds
which can invest 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 statements of net
assets available for benefits and the statements of changes in net
assets available for 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
employees of the J&J Savings Plan Administration Department. The
expenses for the recordkeeping system used by the Plan were paid by the
Company through October 1996. Beginning in November 1996, these costs
are paid by the Trust.
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 $9,500 in 1996 or $9,240 in 1995. 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.
Continued
9
<PAGE> 13
JOHNSON & JOHNSON SAVINGS PLAN
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. 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 9), in accordance
with the ESOP Trust Agreement. Shares released from the Trust, in
accordance with the note agreement, may be more or less than shares
earned by participants. In the accompanying statements of net assets
available for benefits, shares earned by participants in excess of
those allocated have been reflected in the accompanying financial
statements as assets designated for transfer.
The number of participants invested in each fund at December 31, 1996
and 1995 was:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
U.S. Government Securities Fund 2,222 1,808
Fixed Interest Fund 19,253 20,806
Intermediate Bond Fund 2,813 2,308
Balanced Fund 6,668 4,953
Johnson & Johnson Stock Fund 20,982 17,191
Employee Stock Ownership Plan 28,829 26,973
Diversified Equity Fund 15,273 13,826
</TABLE>
Participants may elect to invest in more than one fund. A total of
32,064 and 30,333 active and former employees had investments in the
Plan for 1996 and 1995, 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.
Participants are allowed to withdraw their after-tax contributions and
earnings thereon, at any time. Participants may withdraw before-tax
contributions only upon meeting certain hardship conditions.
5. Loans to Participants:
Participants may borrow up to a maximum of 50% of their vested account
balance or $50,000, whichever is less. Loans bear a market rate of
interest plus 1% and are repayable within five years.
Continued
10
<PAGE> 14
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. Investments:
Investments held by the Plan as of December 31, 1996 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 $606,592,091 $322,517,433 $299,640,157 $95,349,753 $906,232,248 $417,867,186
Temporary Cash Investments 600,045 600,045 4,556,130 4,556,130 5,156,175 5,156,175
------------ ------------ ------------ ----------- ------------ ------------
$607,192,136 $323,117,478 $304,196,287 $99,905,883 $911,388,423 $423,023,361
============ ============ ============ =========== ============ ============
</TABLE>
The investments in the U.S. Government Securities, Fixed Interest, and the
Diversified Equity Funds reflected in the accompanying Statement of Net
Assets Available for Benefits represent the Plan's share of investments
(approximately 99.6% 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>
<CAPTION>
Description Fair Value Cost
----------- ---------- ----
<S> <C> <C>
USGS Fund:
U.S. Government Securities - Short Term $ 18,055,692 $ 18,055,692
Other* 84,130 84,130
Fixed Interest Fund:
Deposits in Group Annuity Contracts 612,131,658 612,131,658
Other* 2,857,861 2,857,861
Diversified Equity Fund:
Common Stocks 369,796,552 269,727,282
Other* 623,223 623,223
----------------- --------------
$1,003,549,116 $903,479,846
================= ==============
</TABLE>
* Other consists of interest and/or dividends receivable.
Continued
11
<PAGE> 15
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. Investments, (continued):
The investments in the Intermediate Bond and Balanced Funds reflected
in the accompanying Statement of Net Assets Available for Benefits
represent the Plan's share of investments (approximately 4.0% 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:
<TABLE>
<CAPTION>
Description Fair Value Cost
----------- ---------- ----
<S> <C> <C>
U.S. Government Securities - Short Term $ 124,077,332 $ 123,558,511
Corporate Bonds & Notes - Short Term 110,805,867 107,215,671
U.S. Government Securities - Long Term 84,840,192 83,710,301
Corporate Bonds & Notes - Long Term 77,639,128 74,595,639
Common Stocks:
Johnson & Johnson 268,013,200 28,297,086
Other 1,373,444,680 1,132,227,680
Preferred Stocks 26,114,435 22,892,065
Commingled Investment Funds 144,610,428 147,328,704
Temporary Investments 77,313,091 76,497,143
Other 58,720,153 58,735,628
-------------- ---------------
$2,345,578,506 $1,855,058,428
============== ==============
</TABLE>
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>
Cost
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
============ ============ ============ ============ ============ ============
</TABLE>
Continued
12
<PAGE> 16
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. Investments (continued):
As of December 31, 1995, the investments in the U.S. Government Securities,
Fixed Interest, and the Diversified Equity Funds reflected in the
accompanying Statement of Net Assets Available for Benefits 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>
<CAPTION>
Description Fair Value Cost
----------- ---------- ----
<S> <C> <C>
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
============ ============
</TABLE>
* Other consists of interest and/or dividends receivable.
As of December 31, 1995, the investments in the Intermediate Bond and
Balanced Funds reflected in the accompanying Statement of Net Assets
Available for Benefits 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:
<TABLE>
<CAPTION>
Description Fair Value Cost
----------- ---------- ----
<S> <C> <C>
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
============== ==============
</TABLE>
Continued
13
<PAGE> 17
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
6. Investments, (continued):
Realized gains on investments sold and distributed during the year
ended December 31, 1996 and 1995 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>
1996 $41,810,530 $56,024,149 $14,213,619 $205,781,943 $237,162,941 $31,380,998 $1,222,499 $3,623,968 $2,401,469
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
</TABLE>
<TABLE>
<CAPTION>
Intermediate Bond Fund Balanced Fund
--------------------------------- ----------------------------------
Book Value Proceeds Gain Book Value Proceeds Gain
---------- -------- ---- ---------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
1996 $18,254,334 $18,362,900 $108,566 $72,418,029 $78,248,648 $5,830,619
1995 9,153,916 9,283,193 129,277 36,539,263 39,155,533 2,616,270
</TABLE>
Continued
14
<PAGE> 18
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
7. 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.
8. 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.
9. 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. The Company is obligated to make contributions in cash to
the ESOP which, when aggregated with the ESOP's dividends and interest
earnings, equal the amount necessary to enable the ESOP to make its
regularly scheduled payments of principal and interest due on the term loan.
Aggregate maturities for the next five years are as follows:
<TABLE>
<S> <C>
1997 $ 6,396,796
1998 6,658,750
1999 6,955,528
2000 7,289,791
2001 7,664,462
Thereafter 31,614,495
-----------
$66,579,822
===========
</TABLE>
In the event of Plan termination or of termination of the employee stock
ownership portion of the Plan, any unallocated shares shall be sold to the
Company or on the open market. The proceeds of such sale shall be used to
satisfy the outstanding principal and interest.
10. 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.
Continued
15
<PAGE> 19
JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
10. Concentrations of Credit Risk, (Continued):
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. If any of the insurance
companies that the group annuity contracts are invested with fail to
perform according to the contract, the asset value of the Plan could be
impaired.
11. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1996
----
<S> <C>
Net Assets Available for Benefits Per the Financial Statements $1,945,107,473
Amounts Allocated to Withdrawing Participants (5,390,992)
--------------
Net Assets Available for Benefits Per the Form 5500 $1,939,716,481
==============
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
----
<S> <C>
Benefits Paid to Participants Per the Financial Statements $62,647,458
Add: Amounts Allocated to Withdrawing Participants at
December 31, 1996 5,390,992
Less: Amounts Allocated to Withdrawing Participants
at December 31, 1995 (4,368,400)
-----------
Benefits Paid to Participants Per the Form 5500 $63,670,050
===========
</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, 1996 but not yet paid as of that date.
12. Subsequent Event
On April 1, 1997 approximately $30 million, representing the assets of
the Cordis Corporation Tax Sheltered Investment Plan, were transferred
into the Johnson & Johnson Savings Plan.
Continued
16
<PAGE> 20
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
FACE AMOUNT
OR SHARES ISSUES COST FAIR VALUE
- --------- ------ ---- ----------
<S> <C> <C> <C>
J&J STOCK FUND
Common Stock
12,004,118 shs. Johnson & Johnson $322,517,433 $606,592,091
Temporary Investments
$600,045 BT Pyramid Directed
Account Cash Fund 600,045 600,045
------------ ------------
Total J&J Stock Fund $323,117,478 $607,192,136
============ ============
<CAPTION>
EMPLOYEE STOCK OWNERSHIP PLAN TRUST FUND
Common Stock
5,929,711 shs. Johnson & Johnson $ 95,349,753 $299,640,157
Temporary Investment
$ 4,556,130 BT Pyramid Directed
Account Cash Fund 4,556,130 4,556,130
------------ ------------
Total ESOP Trust Fund $99,905,883 $304,196,287
=========== ============
</TABLE>
Continued
17
<PAGE> 21
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
FACE AMOUNT ISSUES FAIR VALUE
- ----------- ------ ----------
<S> <C> <C>
Loan Fund
$5,254,804 Loans to Participants
(Fixed Interest rate based on the prime
lending rate plus one percentage
point. The repayment period is
from one to five years.) $5,254,804
8,703 Interest Receivable 8,703
------------
Total Loan Fund $5,263,507
==========
</TABLE>
18
<PAGE> 22
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
DISPOSED ACQUIRED
------------------------------------------------ ---------------------------
SECURITY/PARTY GAIN/
DESCRIPTION SALES COSTS PROCEEDS (LOSS) PURCHASES COSTS
----- ----- -------- ------ --------- -----
(# of Transactions) (# of Transactions)
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
BT Pyramid Directed
Account-Cash Fund (a) $90,024,465 $90,024,465 0 (a) $87,100,840
Johnson & Johnson
Common Stock 207 $90,435,672
</TABLE>
(a) Custodian is unable to provide detailed information on the number of
transactions.
19
<PAGE> 23
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PURCHASES SALES
----------------------------------- -----------------------
NAME AFFILIATION COST SALES PRICE GAIN
- ---- ----------- ---- ----------- ----
<S> <C> <C> <C> <C>
Johnson & Johnson
Common Stock Plan Administrator $90,435,672 $ - $ -
</TABLE>
20
<PAGE> 24
COOPERS & LYBRAND L.L.P. LETTERHEAD
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Johnson & Johnson Savings Plan on Form S-8 (File No. 02-77153 and 33-40295) of
our report dated May 23, 1997, on our audits of the financial statements and
financial statement schedules of Johnson and Johnson Savings Plan as of December
31, 1996 and 1995, and for the years ended December 31, 1996 and 1995, which
report is included in the Form 11-K.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 20, 1997
<PAGE> 1
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 29, 1996
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> 2
Item 4. Financial Statements and Exhibits
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Benefits, with Fund
Information as of December 31, 1996 and 1995
Statements of Changes in Net Assets Available for Benefits, with
Fund Information for the years ended December 31, 1996 and 1995
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held For Investment Purposes at December 31, 1996
Schedule of Reportable Transactions for the year ended
December 31, 1996
Schedule of Nonexempt Transactions for the year
ended December 31, 1996
Consent of Coopers & Lybrand L.L.P., dated June 20, 1997
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:_________________________________
R. Darretta
Chairman, Pension Committee
June 20, 1997
<PAGE> 3
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
-----------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
as of and for the years ended
December 31, 1996 and 1995
<PAGE> 4
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
INDEX
<TABLE>
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits, with
Fund Information as of December 31, 1996 and 1995 3
Statements of Changes in Net Assets Available for
Benefits, with Fund Information for the years ended
December 31, 1996 and 1995 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Item 27a - Schedule of Assets Held For Investment Purposes
at December 31, 1996 11
Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1996 12
Item 27e - Schedule of Nonexempt Transactions for
the year ended December 31, 1996 13
</TABLE>
1
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of
Johnson & Johnson Retirement Savings Plan
We have audited the accompanying statements of net assets available for
benefits, with fund information of the Johnson & Johnson Retirement Savings Plan
(the "Savings Plan") as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for benefits, with fund
information 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 net assets available for benefits of the Johnson &
Johnson Retirement Savings Plan as of December 31, 1996 and 1995 and the changes
in net assets available for benefits 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 statements of net assets
available for benefits and the related statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the statements of net assets available for benefits and
statements of changes in net assets available for benefits 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.
Parsippany, New Jersey
May 23, 1997
2
<PAGE> 6
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
as of December 31, 1996 and 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
1996 1995
------------------------------------------------------------ --------------
Short-Term Short-Term
Investment J&J Total Investment
Fund Stock Fund Equity Fund Savings Plan Fund
------------ ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at Fair Value (Notes 2 and 5) $4,409,368 $36,146,116 $2,954,537 $43,510,021 $4,200,145
---------- ----------- ---------- ----------- ----------
Total Assets $4,409,368 $36,146,116 $2,954,537 $43,510,021 $4,200,145
---------- ----------- ---------- ----------- ----------
LIABILITIES
Accrued Expenses $ 2,657 $ 22,443 $ 1,746 $ 26,846 $ 6,212
---------- ----------- ---------- ----------- ----------
Net Assets Available for Benefits $4,406,711 $36,123,673 $2,952,791 $43,483,175 $4,193,933
========== =========== ========== =========== ==========
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------
1995
----------------------------------------------
J&J Total
Stock Fund Equity Fund Savings Plan
---------- ----------- ------------
<S> <C> <C> <C>
ASSETS
Investments at Fair Value (Notes 2 and 5) $27,975,661 $2,498,934 $34,674,740
----------- ---------- -----------
Total Assets $27,975,661 $2,498,934 $34,674,740
----------- ---------- -----------
LIABILITIES
Accrued Expenses $ 32,552 $ 3,632 $ 42,396
----------- ---------- -----------
Net Assets Available for Benefits $27,943,109 $2,495,302 $34,632,344
=========== ========== ===========
</TABLE>
See Notes to Financial Statements
3
<PAGE> 7
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------
1996 1995
----------------------------------------------------------------- --------------
Short-Term Short-Term
Investment J&J Total Investment
Fund Stock Fund Equity Fund Savings Plan Fund
------------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Employee Contributions (Note 3) $ 1,046,261 $ 3,862,023 $ 737,396 $ 5,645,680 $ 1,125,304
Employer Contributions (Note 3) 22,265 2,656,028 1,581 2,679,874 29,966
Interest Income 221,373 10,598 231,971 223,363
Dividend Income 505,906 178,045 683,951
----------- ------------ ----------- ------------ ------------
1,289,899 7,034,555 917,022 9,241,476 1,378,633
Additions to (Deductions From) Net Assets:
Payments to Participants (Note 4) (541,417) (4,160,563) (412,510) (5,114,490) (599,412)
Change in Unrealized
Appreciation of Investment 3,070,156 164,607 3,234,763
Realized Gain on Sale of Investments 1,504,064 127,421 1,631,485
Realized Gain on Stock Distributed 60,267 60,267
Administrative Expenses (19,104) (171,715) (11,851) (202,670) (20,779)
Assets Transferred (Note 2) (516,600) 843,800 (327,200) (127,700)
----------- ------------ ----------- ------------ ------------
$ 212,778 $ 8,180,564 $ 457,489 $ 8,850,831 $ 630,742
Net Assets, Beginning of Period 4,193,933 27,943,109 2,495,302 34,632,344 3,563,191
----------- ------------ ----------- ------------ ------------
Net Assets, End of Period $ 4,406,711 $ 36,123,673 $ 2,952,791 $ 43,483,175 $ 4,193,933
=========== ============ =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------
1995
---------------------------------------------------
J&J Total
Stock Fund Equity Fund Savings Plan
---------- ----------- ------------
<S> <C> <C> <C>
Employee Contributions (Note 3) $ 3,134,488 $ 756,415 $ 5,016,207
Employer Contributions (Note 3) 2,473,034 3,362 2,506,362
Interest Income 9,783 233,146
Dividend Income 388,679 150,646 539,325
------------ ------------ ------------
6,005,984 910,423 8,295,040
Additions to (Deductions From) Net Assets:
Payments to Participants (Note 4) (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 (101,336) (10,906) (133,021)
Assets Transferred (Note 2) 235,900 (108,200)
------------ ------------ ------------
$ 12,226,396 $ 833,434 $ 13,690,572
Net Assets, Beginning of Period 15,716,713 1,661,868 20,941,772
------------ ------------ ------------
Net Assets, End of Period $ 27,943,109 $ 2,495,302 $ 34,632,344
============ ============ ============
</TABLE>
See Notes to Financial Statements
4
<PAGE> 8
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 closing market price on the last business day of the
year. Equity investments in the Equity Fund, managed by the
Capital Research and Management Company, represent shares of
a registered investment company and are valued at quoted
market price which represents the net asset value of shares
held by the Plan at year-end.
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.
Temporary cash investments are stated at redemption value
which approximates fair value.
Transfers:
Transfers among funds, which are made at the participant's
election, have been presented as assets transferred.
Continued
5
<PAGE> 9
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies, (continued)
Use of Estimates:
The preparation of the Plan's financial statements in
conformity with generally accepted accounting principles
requires the plan administrator to make estimates and
assumptions that affect the reported amounts of net assets
available for benefits at the date of the financial
statements and the changes in net assets available for
benefits during the reporting period and, when applicable,
disclosures of contingent assets and liabilities at the date
of the financial statements. Actual results could differ
from those estimates.
Risks and Uncertainties:
The Plan provides for various participant investment options
in funds which can invest 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 statements of net assets
available for benefits and the statements of changes in net
assets available for 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 employees of the J&J Savings Plan Administration
Department. The expenses for the recordkeeping system used
by the Plan were paid by the Company through October 1996.
Beginning in November 1996, these costs are paid by the
Trust.
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> 10
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. Contributions, (continued)
The number of participants invested in each fund at December
31, 1996 and 1995 was:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Johnson & Johnson Stock Fund 3,109 3,009
Diversified Equity Fund 1,140 1,245
Short-term Investments Fund 1,557 1,735
</TABLE>
Participants may elect to invest in more than one fund. A
total of 3,298 and 3,260 active and former employees had
investments in the Plan for 1996 and 1995, 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.
Participants are allowed to withdraw their after-tax
contributions and earnings thereon, at any time.
Participants may withdraw before-tax contributions only upon
meeting certain hardship conditions.
Continued
7
<PAGE> 11
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments held by the Plan as of December 31, 1996 and 1995 are
summarized as follows:
<TABLE>
<CAPTION>
1996
-----------------------------------------------------------------------------------------------------------
Short-Term Johnson & Johnson
Investment Fund Stock Fund Equity Fund Total
------------------------ -------------------------- ------------------------ -------------------------
Fair Value Cost Fair Value Cost Fair Value Cost Fair Value Cost
---------- ---------- ------------ ------------ ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stocks:
Johnson & Johnson $36,143,972 $21,612,029 $36,143,972 $21,612,029
Mutual Funds $2,954,537 $ 2,434,576 2,954,537 2,434,576
Temporary Cash
Investment $4,409,368 $ 4,409,368 2,144 2,144 4,411,512 4,411,512
---------- ----------- ----------- ----------- ---------- ----------- ----------- -----------
$4,409,368 $ 4,409,368 $36,146,116 $21,614,173 $2,954,537 $ 2,434,576 $43,510,021 $28,458,117
========== =========== =========== =========== ========== =========== =========== ===========
</TABLE>
Continued
8
<PAGE> 12
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. Investments, (continued):
<TABLE>
<CAPTION>
1995
-----------------------------------------------------------------------------------------------------------
Short-Term Johnson & Johnson
Investment Fund Stock Fund Equity Fund Total
------------------------ ------------------------- ------------------------ -------------------------
Fair Value Cost Fair Value Cost Fair Value Cost Fair Value Cost
---------- ----------- ----------- ----------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stocks:
Johnson & Johnson $27,664,893 $16,203,106 $27,664,893 $16,203,106
Mutual Funds $2,498,934 $ 2,143,580 2,498,934 2,143,580
Temporary Cash
Investment $4,200,145 $ 4,200,145 310,768 310,768 4,510,913 4,510,913
---------- ----------- ----------- ----------- ---------- ----------- ----------- -----------
$4,200,145 $ 4,200,145 $27,975,661 $16,513,874 $2,498,934 $ 2,143,580 $34,674,740 $22,857,599
========== =========== =========== =========== ========== =========== =========== ===========
</TABLE>
Realized gains, net of investments sold and distributed during the years
ended December 31, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
J&J Stock Fund Equity Fund
----------------------------------------- -----------------------------------
Book Value Proceeds Gain Book Value Proceeds Gain
---------- ---------- -------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
1996 $3,467,861 $5,032,192 $1,564,331 $630,900 $758,321 $127,421
1995 3,212,490 4,143,793 931,303 393,174 424,424 31,250
</TABLE>
Continued
9
<PAGE> 13
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 net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1996 1995
----------- -----------
<S> <C> <C>
Net Assets Available for Benefits
Per the Financial Statements $43,483,175 $34,632,344
Amounts Allocated to Withdrawing Participants (267,610) (346,911)
----------- -----------
Net Assets Available for Benefits Per the Form 5500 $43,215,565 $34,285,433
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
------------
<S> <C>
Benefits Paid to Participants Per the Financial Statements $5,114,490
Add: Amounts Allocated to Withdrawing Participants at
December 31, 1996 267,610
Less: Amounts Allocated to Withdrawing Participants
at December 31, 1995 (346,911)
----------
Benefits Paid to Participants Per the Form 5500 $5,035,189
==========
</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, 1996 but not yet paid as of that date.
Continued
10
<PAGE> 14
Supplemental Schedule
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
FACE AMOUNT
OR SHARES ISSUES COST FAIR VALUE
- ------------ -------------- ------------ ------------
<S> <C> <C> <C>
J&J STOCK FUND
Common Stock
726,512 shs. Johnson & Johnson $ 21,612,029 $ 36,143,972
Temporary Investments
$2,144 U.S. Treasury Obligations 2,144 2,144
------------ ------------
Total J&J Stock Fund $ 21,614,173 $ 36,146,116
============ ============
SHORT-TERM INVESTMENT FUND
Money Market funds
Vanguard Money Market
Reserves Prime
$ 4,409,368 Portfolio $ 4,409,368 $ 4,409,368
============ ============
EQUITY FUND
Mutual Funds
121,937.149 shs. Investment Company of America $ 2,434,576 $ 2,954,537
============ ============
</TABLE>
Continued
11
<PAGE> 15
Supplemental Schedule
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
DISPOSED ACQUIRED
------------------------------------------------------------------ -------------------------------------
SECURITY/PARTY GAIN/
DESCRIPTION SALES COSTS PROCEEDS (LOSS) PURCHASES COSTS
----- ----- -------- ------ --------- -----
(# of Transactions) (# of Transactions)
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Johnson & Johnson
Common Stock 129 $3,773,980
The Vanguard Group 29 $1,049,385 $1,049,385 0 62 $1,258,607
</TABLE>
Continued
12
<PAGE> 16
Supplemental Schedule
JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PURCHASES SALES
---------------------------------- ---------------------------
NAME AFFILIATION COST SALES PRICE GAIN
- ---- ----------- ---- ----------- ----
<S> <C> <C> <C> <C>
Johnson & Johnson
Common Stock Plan Administrator $3,409,256 $ - $ -
</TABLE>
13
<PAGE> 17
COOPERS & LYBRAND L.L.P. LETTERHEAD
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Johnson & Johnson Retirement Savings Plan on Form S-8 (File No. 33-32875) of our
report dated May 23, 1997, on our audits of the financial statements and
financial statement schedules of Johnson and Johnson Savings Plan as of December
31, 1996 and 1995, and for the years ended December 31, 1996 and 1995, which
report is included in the Form 11-K.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 20, 1997
<PAGE> 1
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 29, 1996
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> 2
Item 4. Financial Statements and Exhibits
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Benefits, with Fund
Information as of December 31, 1996 and 1995
Statements of Changes in Net Assets Available for Benefits, with
Fund Information for the years ended December 31, 1996 and 1995
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held For Investment Purposes
at December 31, 1996
Schedule of Reportable Transactions for the year
ended December 31, 1996
Schedule of Non exempt Transactions for the year
ended December 31, 1996
Consent of Coopers & Lybrand L.L.P., dated June 20, 1997
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:
-------------------------------------
R. Darretta
Chairman, Pension Committee
June 20, 1997
<PAGE> 3
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
-----------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
as of and for the years ended
December 31, 1996 and 1995
<PAGE> 4
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
INDEX
<TABLE>
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits, with
Fund Information as of December 31, 1996 and 1995 3-4
Statements of Changes in Net Assets Available for
Benefits, with Fund Information for the years ended
December 31, 1996 and 1995 5-6
Notes to Financial Statements 7-12
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1996 13
Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1996 14
Item 27e - Schedule of Nonexempt Transactions for
the year ended December 31, 1996 15
</TABLE>
1
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Committee of
Johnson & Johnson Savings Plan
We have audited the accompanying statements of net assets available for
benefits, with fund information of the Johnson & Johnson Savings Plan for Union
Represented Employees (the "Savings Plan") as of December 31, 1996 and 1995 and
the related statements of changes in net assets available for benefits, with
fund information 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 net assets available for benefits of the Johnson &
Johnson Savings Plan for Union Represented Employees as of December 31, 1996 and
1995 and the changes in net assets available for benefits 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 statements of net assets
available for benefits and the related statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the statements of net assets available for benefits and
statements of changes in net assets available for benefits 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.
Parsippany, New Jersey
May 23, 1997
2
<PAGE> 6
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1996
<TABLE>
<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) $1,308,439 $ 1,308,439
Investments at Fair Value (Notes 2 and 5) $ 7,946,372 7,946,372
Investments in Master Trust (Notes 2 and 5) $799,496 $1,946,825 2,746,321
Accrued Dividends and Interest Receivable 3,684 6,163 295 10,142
-------- ---------- ----------- ---------- -----------
Total Assets $803,180 $1,314,602 $ 7,946,667 $1,946,825 $12,011,274
-------- ---------- ----------- ---------- -----------
LIABILITIES
Accrued Transfers $ 15,200 $ (37,500) $ 22,300
-------- ---------- ----------- ---------- -----------
Net Assets Available for Benefits $787,980 $1,314,602 $ 7,984,167 $1,924,525 $12,011,274
======== ========== =========== ========== ===========
</TABLE>
See Notes to Financial Statements
3
<PAGE> 7
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1995
<TABLE>
<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) $ 5,268,412 5,268,412
Investments in Master Trust (Notes 2 and 5) $586,316 $1,112,819 1,699,135
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
Accrued Transfers $ 11,400 $ 16,500 $ (46,300) $ 18,400
-------- -------- ----------- ---------- ----------
Net Assets Available for Benefits $577,765 $919,144 $ 5,314,908 $1,094,419 $7,906,236
======== ======== =========== ========== ==========
</TABLE>
See Notes to Financial Statements
4
<PAGE> 8
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1996
<TABLE>
<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) $ 272,130 $ 494,004 $ 1,153,253 $ 629,503 $ 2,548,890
Employer Contributions (Note 3) 463,760 463,760
Interest 37,484 75,205 2,550 115,239
Dividends 103,356 27,269 130,625
--------- ----------- ----------- ----------- ------------
309,614 569,209 1,722,919 656,772 3,258,514
Additions to (Deductions From) Net Assets:
Payments to Participants (Note 4) (31,299) (56,251) (347,140) (38,215) (472,905)
Change in Unrealized Net Appreciation of Investments 895,736 150,845 1,046,581
Realized Net Gain on Sale of Investments 81,000 148,204 229,204
Realized Net Gain on Stock Distributed 43,644 43,644
Assets Transferred (Note 2) (68,100) (117,500) 273,100 (87,500)
--------- ----------- ----------- ----------- ------------
$ 210,215 $ 395,458 $ 2,669,259 $ 830,106 $ 4,105,038
Net Assets, Beginning of Period 577,765 919,144 5,314,908 1,094,419 7,906,236
--------- ----------- ----------- ----------- ------------
Net Assets, End of Period $ 787,980 $ 1,314,602 $ 7,984,167 $ 1,924,525 $ 12,011,274
========= =========== =========== =========== ============
</TABLE>
See Notes to Financial Statements
5
<PAGE> 9
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1995
<TABLE>
<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) Net Assets:
Payments to Participants (Note 4) (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 (Note 2) (84,100) (118,200) 305,900 (103,600)
--------- ----------- ----------- ----------- -----------
$ 268,470 $ 472,669 $ 3,247,946 $ 690,657 $ 4,679,742
Net Assets, Beginning of Period 309,295 446,475 2,066,962 403,762 3,226,494
--------- ----------- ----------- ----------- -----------
Net Assets, End of Period $ 577,765 $ 919,144 $ 5,314,908 $ 1,094,419 $ 7,906,236
========= =========== =========== =========== ===========
</TABLE>
See Notes to Financial Statements
6
<PAGE> 10
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 7.09 percent for
1996 and 7.25 percent for 1995. 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 which
approximates fair value.
Continued
7
<PAGE> 11
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 Plan's financial statements in conformity with
generally accepted accounting principles requires the plan administrator
to make estimates and assumptions that affect the reported amounts of
net assets available for benefits at the date of the financial
statements and the changes in net assets available for benefits during
the reporting period and, when applicable, disclosure of contingent
assets and liabilities at the date of the financial statements. Actual
results could differ from those estimates.
Risks and Uncertainties:
The Plan provides for various participant investment options in funds
which can invest 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 statements of net
assets available for benefits and the statements of changes in net
assets available for 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 $9,500 and $9,240 for 1996 and 1995,
respectively. 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> 12
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, 1996 and
1995 was:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
U.S. Government Securities Fund 601 609
Fixed Interest Fund 820 825
Johnson & Johnson Stock Fund 1,569 1,410
Diversified Equity Fund 977 890
</TABLE>
Participants may elect to invest in more than one fund. A total of 2,048
and 1,987 active and former employees had investments in the Plan for
1996 and 1995, 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.
Participants are allowed to withdraw their after-tax contributions and
earnings thereon, at any time. Participants may withdraw before-tax
contributions only upon meeting certain hardship conditions.
5. Investments:
Investments held by the plan as of December 31, 1996 are summarized as
follows:
<TABLE>
<CAPTION>
Johnson & Johnson
Stock Fund
------------------------------
Fair Value Cost
------------ ------------
<S> <C> <C>
Common Stocks:
Johnson & Johnson $7,946,360 $5,101,062
Temporary Cash Investments 12 12
---------- ----------
$7,946,372 $5,101,074
========== ==========
</TABLE>
Continued
9
<PAGE> 13
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 Statement of
Net Assets Available for Benefits represent the Plan's share of
investments (approximately 0.4% 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:
<TABLE>
<CAPTION>
Description Fair Value Cost
----------- -------------- ------------
<S> <C> <C>
USGS Fund:
U.S. Government Securities - Short Term $ 18,055,692 $ 18,055,692
Other* 84,130 84,130
Fixed Interest Fund:
Deposits in Group Annuity Contracts 612,131,658 612,131,658
Other* 2,857,861 2,857,861
Diversified Equity Fund:
Common Stocks 369,796,552 269,727,282
Other* 623,223 623,223
-------------- ------------
$1,003,549,116 $903,479,846
============== ============
</TABLE>
* Other consists of interest and/or dividends receivable.
Investments held by the plan as of December 31, 1995 are summarized as
follows:
<TABLE>
<CAPTION>
Johnson & Johnson
Stock Fund
-------------------------
Fair Value Cost
---------- ----------
<S> <C> <C>
Common Stocks:
Johnson & Johnson $5,257,076 $3,307,515
Temporary Cash Investments 11,336 11,336
---------- ----------
$5,268,412 $3,318,851
========== ==========
</TABLE>
Continued
10
<PAGE> 14
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 Statement of
Net Assets Available for Benefits 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:
<TABLE>
<CAPTION>
Description Fair Value Cost
----------- ------------ ------------
<S> <C> <C>
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
============ ============
</TABLE>
* Other consists of interest and/or dividends receivable.
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>
1996 $162,873 $287,517 $124,644 $963,658 $1,111,862 $148,204
1995 91,741 130,494 38,753 468,575 541,546 72,971
</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> 15
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. If any of the insurance
companies that the group annuity contracts are invested with fail to
perform according to the contract, the asset value of the Plan could be
impaired.
9. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1996
-----------
<S> <C>
Net Assets Available for Benefits Per the Financial Statements $12,011,274
Amounts Allocated to Withdrawing Participants (39,613)
-----------
Net Assets Available for Benefits Per the Form 5500 $11,971,661
===========
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
-----------
<S> <C>
Benefits Paid to Participants Per the Financial Statements $472,905
Add: Amounts Allocated to Withdrawing Participants at
December 31, 1996 39,613
Less: Amounts Allocated to Withdrawing Participants
at December 31, 1995 (23,713)
--------
Benefits Paid to Participants Per the Form 5500 $488,805
========
</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, 1996 but not yet paid as of that date.
Continued
12
<PAGE> 16
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
FACE AMOUNT
OR SHARES ISSUES COST FAIR VALUE
- ------------ ------ ---------- ----------
<S> <C> <C> <C>
J&J STOCK FUND
Common Stock
157,254 shs. Johnson & Johnson $5,101,062 $7,946,360
Temporary Investments
$12 BT Pyramid Directed
Account Cash Fund 12 12
---------- ----------
Total J&J Stock Fund $5,101,074 $7,946,372
========== ==========
</TABLE>
Continued
13
<PAGE> 17
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
DISPOSED ACQUIRED
------------------------------------------------------------- -----------------------------------
SECURITY/PARTY GAIN/
DESCRIPTION SALES COSTS PROCEEDS (LOSS) PURCHASES COSTS
----- ----- -------- ----- --------- -----
# of Transactions # of Transactions
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
BT Pyramid Directed
Account-Cash Fund (a) $1,478,536 $1,478,536 0 (a) $1,497,850
Johnson & Johnson
Common Stock 152 $1,767,062
</TABLE>
(a) Custodian is unable to provide detailed information on the number of
transactions.
Continued
14
<PAGE> 18
Supplemental Schedule
JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PURCHASES SALES
-------------------------------------- -----------------------------
NAME AFFILIATION COST SALES PRICE GAIN
- ---- ----------- ---- ----------- ----
<S> <C> <C> <C> <C>
Johnson & Johnson
Common Stock Plan Administrator $1,767,062 $ - $ -
</TABLE>
15
<PAGE> 19
COOPERS & LYBRAND L.L.P. LETTERHEAD
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Johnson & Johnson Savings Plan for Union Represented Employees on Form S-8 (File
No. 33-52252) of our report dated May 23, 1997, on our audits of the financial
statements and financial statement schedules of Johnson and Johnson Savings Plan
as of December 31, 1996 and 1995, and for the years ended December 31, 1996 and
1995, which report is included in the Form 11-K.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
June 20, 1997
