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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997 COMMISSION FILE NUMBER 1-3215
JOHNSON & JOHNSON
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW JERSEY 22-1024240
(State of (I.R.S. Employer
Incorporation) Identification No.)
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (732) 524-0400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
Common Stock, Par Value $1.00 New York Stock Exchange
</TABLE>
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 24, 1998 was approximately $97.4 billion.
On February 24, 1998 there were 1,346,454,644 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
<TABLE>
<S> <C>
Parts I and Portions of registrant's annual report to shareowners for
II: fiscal year 1997.
Part III: Portions of registrant's proxy statement for its 1998 annual
meeting of shareowners.
</TABLE>
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]
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PART I
<TABLE>
<CAPTION>
ITEM PAGE
- - ---- ----
<C> <S> <C>
l. Business.................................................... 1
General..................................................... 1
Segments of Business; Geographic Areas...................... 1
Consumer.................................................... 1
Pharmaceutical.............................................. 1
Professional................................................ 2
International............................................... 2
Raw Materials............................................... 2
Patents and Trademarks...................................... 2
Seasonality................................................. 2
Competition................................................. 3
Research.................................................... 3
Environment................................................. 3
Regulation.................................................. 3
2. Properties.................................................. 4
3. Legal Proceedings........................................... 4
4. Submission of Matters to a Vote of Security Holders......... 5
Executive Officers of the Registrant........................ 5
PART II
5. Market for the Registrant's Common Equity and Related
Shareowner Matters.......................................... 6
6. Selected Financial Data..................................... 6
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 6
8. Financial Statements and Supplementary Data................. 6
9. Disagreements on Accounting and Financial Disclosure........ 6
PART III
10. Directors and Executive Officers of the Registrant.......... 6
11. Executive Compensation...................................... 6
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 6
13. Certain Relationships and Related Transactions.............. 6
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 7
Signatures.................................................. 9
Report of Independent Auditors.............................. 11
Consent of Independent Auditors............................. 12
Exhibit Index............................................... 13
</TABLE>
Form 10-Q Quarterly Reports Available. A copy of Johnson & Johnson's
Quarterly Report on Form 10-Q for any of the first three quarters of the current
fiscal year, without exhibits, will be provided without charge to any shareowner
submitting a written request to the Secretary at the principal executive offices
of the Company or by calling 800-328-9033. Each report will be available about
45 days after the end of the quarter to which it relates.
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PART I
ITEM 1. BUSINESS
GENERAL
Johnson & Johnson, employing approximately 90,500 people worldwide, is
engaged in the manufacture and sale of a broad range of products in the health
care field in many countries of the world. Johnson & Johnson's primary interest,
both historically and currently, has been in products related to health and
well-being. Johnson & Johnson was organized in the State of New Jersey in 1887.
Johnson & Johnson is organized on the principles of decentralized
management. The Executive Committee of Johnson & Johnson is the principal
management group responsible for the operations of Johnson & Johnson. In
addition, three Executive Committee members are Chairmen of Group Operating
Committees, which are comprised of managers who represent key operations within
the group, as well as management expertise in other specialized functions. These
Committees oversee and coordinate the activities of domestic and international
companies related to each of the Consumer, Pharmaceutical and Professional
businesses. Operating management of each company is headed by a Chairman,
President, General Manager or Managing Director who reports directly to or
through a Company Group Chairman. In line with this policy of decentralization,
each international subsidiary is, with some exceptions, managed by citizens of
the country where it is located.
SEGMENTS OF BUSINESS; GEOGRAPHIC AREAS
Johnson & Johnson's worldwide business is divided into three segments:
Consumer, Pharmaceutical and Professional. Johnson & Johnson further categorizes
its sales and operating profit by major geographic areas of the world. The
narrative and tabular (but not the graphic) descriptions of segments and
geographic categories captioned "Management's Discussion and Analysis of Results
of Operations and Financial Condition -- Segments of Business, Consumer,
Pharmaceutical, Professional and Geographic Areas" on pages 29 through 31 and 44
of Johnson & Johnson's Annual Report to Shareowners for fiscal year 1997 are
incorporated herein by reference thereto.
CONSUMER
The Consumer segment's principal products are personal care and hygienic
products, including oral and baby care products, first aid products,
nonprescription drugs, sanitary protection products and adult skin and hair care
products. Major brands include ACT Fluoride Rinse; BAND-AID Brand Adhesive
Bandages; CAREFREE Panty Shields; JOHNSON'S CLEAN & CLEAR Skin Care Products;
IMODIUM A-D, an antidiarrheal; JOHNSON'S Baby line of products; JOHNSON'S pH 5.5
skin and hair care products; MONISTAT, a remedy for vaginal yeast infections;
MYLANTA gastrointestinal products and PEPCID AC Acid Controller from Johnson &
Johnson - Merck Consumer Pharmaceuticals Co.; NEUTROGENA skin and hair care
products; NICOTROL smoking cessation products; 'o.b.' Tampons; PENATEN and
NATUSAN baby care products; PIZ BUIN and SUNDOWN sun care products; REACH
toothbrushes; RoC skin care products; SHOWER TO SHOWER personal care products;
STAYFREE and SURE & NATURAL sanitary protection products; and the broad family
of TYLENOL acetaminophen products. These products are marketed principally to
the general public and distributed both to wholesalers and directly to
independent and chain retail outlets.
PHARMACEUTICAL
The Pharmaceutical segment's principal worldwide franchises are in the
allergy, antibacterial, antifungal, antianemia, central nervous system,
contraceptive, dermatology, gastrointestinal, and pain management fields. These
products are distributed both directly and through wholesalers for use by health
care professionals and the general public. Prescription drugs include DURAGESIC,
a transdermal patch for chronic pain; EPREX (sold in the U.S. under the
trademark PROCRIT), a biotechnology derived version of the human hormone
erythropoietin, which stimulates red blood cell production; ERGAMISOL, a colon
cancer drug; FLOXIN
<PAGE> 4
and LEVAQUIN, both antibacterials; HISMANAL, the once-a-day less sedating
antihistamine; IMODIUM, an antidiarrheal; LEUSTATIN, for hairy cell leukemia;
MOTILIUM, a gastrointestinal mobilizer; NIZORAL, SPORANOX and TERAZOL,
antifungals; ORTHOCLONE OKT-3, for reversing the rejection of kidney, heart and
liver transplants; ORTHO-NOVUM group of oral contraceptives; PREPULSID (sold in
the U.S. under the trademark PROPULSID), a gastrointestinal prokinetic; RETIN-A,
a dermatological cream for acne; RENOVA, a dermatological cream for photo aging;
RISPERDAL, an antipsychotic drug; and ULTRAM, a centrally acting prescription
analgesic for moderate to moderately severe pain.
PROFESSIONAL
The Professional segment includes suture and mechanical wound closure
products, minimally invasive surgical instruments, diagnostic products,
cardiology products, medical equipment and devices, disposable contact lenses,
surgical instruments, joint replacements and products for wound management and
infection prevention. These products are used principally in the professional
fields by physicians, nurses, therapists, hospitals, diagnostic laboratories and
clinics. Distribution to these markets is done both directly and through
surgical supply and other dealers.
INTERNATIONAL
The international business of Johnson & Johnson is conducted by
subsidiaries manufacturing in 35 countries outside the United States and selling
in over 175 countries throughout the world. The products made and sold in the
international business include many of those described above under
"Business -- Consumer, Pharmaceutical and Professional." However, the principal
markets, products and methods of distribution in the international business vary
with the country and the culture. The products sold in the international
business include not only those which were developed in the United States but
also those which were developed by subsidiaries abroad.
Investments and activities in some countries outside the United States are
subject to higher risks than comparable domestic activities because the
investment and commercial climate is influenced by restrictive economic policies
and political uncertainties.
RAW MATERIALS
Raw materials essential to Johnson & Johnson's business are generally
readily available from multiple sources.
PATENTS AND TRADEMARKS
Johnson & Johnson has made a practice of obtaining patent protection on its
products and processes where possible. Johnson & Johnson owns or is licensed
under a number of patents relating to its products and manufacturing processes,
which in the aggregate are believed to be of material importance in the
operation of its business. However, it is believed that no single patent or
related group of patents is material in relation to Johnson & Johnson as a
whole.
Johnson & Johnson has made a practice of selling its products under
trademarks and of obtaining protection for these trademarks by all available
means. Johnson & Johnson's trademarks are protected by registration in the
United States and other countries where its products are marketed. Johnson &
Johnson considers these trademarks in the aggregate to be of material importance
in the operation of its business.
SEASONALITY
Worldwide sales do not reflect any significant degree of seasonality;
however spending has been heavier in the fourth quarter of each year than in
other quarters. This reflects increased spending decisions, principally for
advertising and research grants.
2
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COMPETITION
In all its product lines, Johnson & Johnson companies compete with
companies both large and small, located in the United States and abroad.
Competition is strong in all lines without regard to the number and size of the
competing companies involved. Competition in research, involving the development
of new products and processes and the improvement of existing products and
processes, is particularly significant and results from time to time in product
and process obsolescence. The development of new and improved products is
important to Johnson & Johnson's success in all areas of its business. This
competitive environment requires substantial investments in continuing research
and in multiple sales forces. In addition, the winning and retention of customer
acceptance of Johnson & Johnson's consumer products involve heavy expenditures
for advertising, promotion and selling.
RESEARCH
Research activities are important to all segments of Johnson & Johnson's
business. Major research facilities are located not only in the United States
but also in Australia, Belgium, Brazil, Canada, Germany, Switzerland and the
United Kingdom. The costs of Johnson & Johnson's worldwide research activities
relating to the development of new products, the improvement of existing
products, technical support of products and compliance with governmental
regulations for the protection of the consumer amounted to $2,140, $1,905 and
$1,634 million for fiscal years 1997, 1996 and 1995, respectively. These costs
are charged directly to income in the year in which incurred. All research was
sponsored by Johnson & Johnson.
ENVIRONMENT
During the past year Johnson & Johnson was subject to a variety of federal,
state and local environmental protection measures. Johnson & Johnson believes
that its operations comply in all material respects with applicable
environmental laws and regulations. Johnson & Johnson's compliance with these
requirements did not and is not expected to have a material effect upon its
capital expenditures, earnings or competitive position.
REGULATION
Most of Johnson & Johnson's business is subject to varying degrees of
governmental regulation in the countries in which operations are conducted, and
the general trend is toward regulation of increasing stringency. In the United
States, the drug, device, diagnostics and cosmetic industries have long been
subject to regulation by various federal, state and local agencies, primarily as
to product safety, efficacy, advertising and labeling. The exercise of broad
regulatory powers by the Food and Drug Administration (the "FDA") continues to
result in increases in the amounts of testing and documentation required for FDA
clearance of new drugs and devices and a corresponding increase in the expense
of product introduction. Similar trends toward product and process regulation
are also evident in a number of major countries outside of the United States,
especially in the European Economic Community where efforts are continuing to
harmonize the internal regulatory systems.
The costs of human health care have been and continue to be a subject of
study, investigation and regulation by governmental agencies and legislative
bodies in the United States and other countries. In the United States, attention
has been focused on drug prices and profits and programs that encourage doctors
to write prescriptions for particular drugs or recommend particular medical
devices. Even in the absence of new government regulation, managed care has
become a more potent force in the market place and it is likely that increased
attention will be paid to drug pricing, appropriate drug utilization and the
quality of health care.
The regulatory agencies under whose purview Johnson & Johnson operates have
administrative powers that may subject Johnson & Johnson to such actions as
product recalls, seizure of products and other civil and criminal sanctions. In
some cases Johnson & Johnson may deem it advisable to initiate product recalls
voluntarily.
3
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ITEM 2. PROPERTIES
Johnson & Johnson and its worldwide subsidiaries operate 171 manufacturing
facilities occupying approximately 17.0 million square feet of floor space.
The manufacturing facilities are used by the industry segments of Johnson &
Johnson's business approximately as follows:
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<CAPTION>
SQUARE FEET
SEGMENT (IN THOUSANDS)
------- --------------
<S> <C>
Consumer.................................................... 5,860
Pharmaceutical.............................................. 4,131
Professional................................................ 6,980
------
Worldwide total................................... 16,971
======
</TABLE>
Within the United States, 10 facilities are used by the Consumer segment, 9
by the Pharmaceutical segment and 48 by the Professional segment. Johnson &
Johnson's manufacturing operations outside the United States are often conducted
in facilities which serve more than one segment of the business.
The locations of the manufacturing facilities by major geographic areas of
the world are as follows:
<TABLE>
<CAPTION>
NUMBER
OF SQUARE FEET
GEOGRAPHIC AREA FACILITIES (IN THOUSANDS)
--------------- ---------- --------------
<S> <C> <C>
United States............................................... 67 7,562
Europe...................................................... 44 4,612
Western Hemisphere excluding U.S.A.......................... 21 2,350
Africa, Asia and Pacific.................................... 39 2,447
--- ------
Worldwide total................................... 171 16,971
=== ======
</TABLE>
In addition to the manufacturing facilities discussed above, Johnson &
Johnson maintains numerous office and warehouse facilities throughout the world.
Research facilities are also discussed under "Business -- Research."
Johnson & Johnson generally seeks to own its manufacturing facilities,
although some, principally in locations abroad, are leased. Office and warehouse
facilities are often leased.
Johnson & Johnson's properties are maintained in good operating condition
and repair and are well utilized.
For information regarding lease obligations see Note 9 "Rental Expense and
Lease Commitments" under "Johnson & Johnson and Subsidiaries -- Notes to
Consolidated Financial Statements" on page 37 of Johnson & Johnson's Annual
Report to Shareowners for fiscal year 1997. Segment information on additions to
Johnson & Johnson's property, plant and equipment is contained on page 44 of
Johnson & Johnson's Annual Report to Shareowners for fiscal year 1997.
ITEM 3. LEGAL PROCEEDINGS
The information set forth in Note 18 "Pending Legal Proceedings" under
"Johnson & Johnson and Subsidiaries -- Notes to Consolidated Financial
Statements" on page 42 of Johnson & Johnson's Annual Report to Shareowners for
fiscal year 1997 is incorporated herein by reference.
The Company or its subsidiaries are parties to a number of proceedings
brought under the Comprehensive Environmental Response, Compensation, and
Liability Act, commonly known as Superfund, and comparable state laws in which
the primary relief sought is the cost of past and future remediation. While it
is not feasible to predict or determine the outcome of these proceedings, in the
opinion of the Company, such proceedings would not have a material adverse
effect on the results of operations, cash flows or financial position of the
Company.
4
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Listed below are the executive officers of Johnson & Johnson as of March
25, 1998, each of whom, unless otherwise indicated below, has been an employee
of the Company or its affiliates and held the position indicated during the past
five years. There are no family relationships between any of the executive
officers, and there is no arrangement or understanding between any executive
officer and any other person pursuant to which the executive officer was
selected. At the annual meeting of the Board of Directors which follows the
Annual Meeting of Shareowners executive officers are elected by the Board to
hold office for one year and until their respective successors are elected and
qualified, or until earlier resignation or removal.
Information with regard to the directors of the Company, including those of
the following executive officers who are directors, is incorporated herein by
reference to pages 3 through 6 of Johnson & Johnson's Proxy Statement dated
March 11, 1998.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert J. Darretta..................... 51 Member, Executive Committee; Vice President,
Finance(a)
Russell C. Deyo........................ 48 Member, Executive Committee; Vice President,
Administration(b)
Roger S. Fine.......................... 55 Member, Executive Committee; Vice President, General
Counsel(c)
Ronald G. Gelbman...................... 50 Member, Executive Committee; Worldwide Chairman,
Pharmaceutical and Diagnostics Group(d)
JoAnn Heffernan Heisen................. 48 Member, Executive Committee; Vice President, Chief
Information Officer(e)
Christian A. Koffmann.................. 57 Member, Executive Committee; Worldwide Chairman,
Consumer and Personal Care Group(f)
Ralph S. Larsen........................ 59 Chairman, Board of Directors and Chief Executive
Officer; Chairman, Executive Committee
James T. Lenehan....................... 49 Member, Executive Committee; Worldwide Chairman,
Consumer, Pharmaceuticals and Professional
Group(g)
Robert N. Wilson....................... 57 Vice-Chairman, Board of Directors; Vice-Chairman
Executive Committee
</TABLE>
- - ---------------
(a) Mr. R. J. Darretta joined the Company in 1968 and held various positions
before becoming President of Iolab Corporation in 1988 and Treasurer of the
Company in 1995. He became a Member of the Executive Committee and Vice
President, Finance in March 1997.
(b) Mr. R. C. Deyo joined the Company in 1985 and became Associate General
Counsel in 1991. He became a Member of the Executive Committee and Vice
President, Administration in October 1996.
(c) Mr. R. S. Fine joined the Company in 1974 and became Assistant General
Counsel in 1978 and Associate General Counsel in 1984. He became a Member of
the Executive Committee and Vice President, Administration in 1991 and
became Vice President, General Counsel in October 1996.
(d) Mr. R. G. Gelbman joined the Company in 1972 and became a Company Group
Chairman in 1987. He became a Member of the Executive Committee and
Worldwide Chairman, Pharmaceutical and Diagnostics Group in 1994.
(e) Ms. J. H. Heisen joined the Company in 1989 as Assistant Treasurer and
became Vice President, Investor Relations in 1990, Treasurer in 1991 and
Controller in 1995. She became a Member of the Executive Committee and Vice
President, Chief Information Officer in January 1997.
(f) Mr. C. A. Koffmann joined the Company in 1989 as a Company Group Chairman.
He became a Member of the Executive Committee and Worldwide Chairman,
Consumer and Personal Care Group in 1995.
(g) Mr. J. T. Lenehan joined the Company in 1976 and became a Company Group
Chairman in 1993. He became a Member of the Executive Committee and
Worldwide Chairman, Consumer, Pharmaceuticals and Professional Group in
1994.
5
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREOWNER
MATTERS
The information called for by this item is incorporated herein by reference
to the material captioned "Management's Discussion and Analysis of Results of
Operations and Financial Condition--Common Stock Market Prices"and "Cash
Dividends Paid" on page 27 of Johnson & Johnson's Annual Report to Shareowners
for fiscal year 1997.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by this item is incorporated herein by reference
to the material captioned "Summary of Operations and Statistical Data 1987-1997"
on page 45 of Johnson & Johnson's Annual Report to Shareowners for fiscal year
1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information called for by this item is incorporated herein by reference
to the material captioned "Management's Discussion and Analysis of Results of
Operations and Financial Condition--Overview, Sales and Earnings, Costs and
Expenses, Liquidity and Capital Resources and Changing Prices and Inflation" on
pages 26 through 28 of Johnson & Johnson's Annual Report to Shareowners for
fiscal year 1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this item is incorporated herein by reference
to the consolidated financial statements and the notes thereto and the material
captioned "Independent Auditor's Report" on pages 32 through 43 of Johnson &
Johnson's Annual Report to Shareowners for fiscal year 1997.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to executive officers is presented at the end of
Part I hereof. Information with respect to directors is incorporated herein by
reference to the material captioned "Election of Directors--Nominees" on pages 2
through 6 of Johnson & Johnson's Proxy Statement dated March 11, 1998.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is incorporated herein by reference
to the material captioned "Election of Directors--Directors' Fees, Committees
and Meetings" and "Executive Compensation" on pages 7 and 8, and 13 through 16
of Johnson & Johnson's Proxy Statement dated March 11, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by this item is incorporated herein by reference
to the material captioned "Election of Directors--Stock Ownership/Control" on
page 7 of Johnson & Johnson's Proxy Statement dated March 11, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
6
<PAGE> 9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The financial statements to be included in this report are incorporated in
Part II, Item 8 hereof by reference to Johnson & Johnson's Annual Report to
Shareowners for fiscal year 1997.
2. Financial Statement Schedules
Schedule II -- Valuation and Qualifying Accounts
Schedules other than those listed above are omitted because they are not
required or are not applicable.
3. Exhibits Required to be Filed by Item 60l of Regulation S-K
The information called for by this paragraph is incorporated herein by
reference to the Exhibit Index of this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of 1997.
7
<PAGE> 10
JOHNSON & JOHNSON AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FISCAL YEARS ENDED DECEMBER 28, 1997, DECEMBER 29, 1996 AND DECEMBER 31, 1995
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
DEDUCTIONS FROM RESERVES
ADDITIONS ---------------------------------------------------
BALANCE AT CHARGED BALANCE
BEGINNING TO COSTS AND AT END
OF PERIOD EXPENSES(A) DESCRIPTION AMOUNT OF PERIOD
---------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C> <C>
1997
Reserves deducted from
accounts receivable, trade
Reserve for doubtful
accounts............... $141 49 Write-offs less recoveries..... 29
Currency adjustments........... 9 152
Reserve for customer
rebates................ 129 855 Customer rebates allowed....... 813
Currency adjustments........... 7 164
Cash discounts allowed......... 341
Reserve for cash
discounts.............. 39 352 Currency adjustments........... 8 42
---- ----- ----- ---
$309 1,256 1,207 358
==== ===== ===== ===
1996
Reserves deducted from
accounts receivable, trade
Reserve for doubtful
accounts............... $109 60 Write-offs less recoveries..... 27
Currency adjustments........... 1 141
Reserve for customer
rebates................ 115 686 Customer rebates allowed....... 671
Currency adjustments........... 1 129
Reserve for cash
discounts.............. 34 388 Cash discounts allowed......... 383 39
---- ----- ----- ---
$258 1,134 1,083 309
==== ===== ===== ===
1995
Reserves deducted from
accounts receivable, trade
Reserve for doubtful
accounts............... $ 77 46 Write-offs less recoveries..... 15
Currency adjustments........... (1) 109
Reserve for customer
rebates................ 93 575 Customer rebates allowed....... 553 115
Reserve for cash
discounts.............. 30 355 Cash discounts allowed......... 351 34
---- ----- ----- ---
$200 976 918 258
==== ===== ===== ===
</TABLE>
- - ---------------
(A) Charges related to customer rebates and cash discounts are reflected as
reductions of sales to customers.
8
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: March 20, 1998 JOHNSON & JOHNSON
--------------------------------------
(Registrant)
By /s/ R. S. LARSEN
------------------------------------
R. S. Larsen, Chairman, Board of
Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ R. S. LARSEN Chairman, Board of Directors and March 20, 1998
- - ------------------------------------------ Chief Executive Officer, and
R. S. Larsen Director (Principal Executive
Officer)
/s/ R. J. DARRETTA Vice President -- Finance March 19, 1998
- - ------------------------------------------ (Principal Financial Officer)
R. J. Darretta
/s/ C. E. LOCKETT Controller March 21, 1998
- - ------------------------------------------
C. E. Lockett
/s/ G. N. BURROW Director March 23, 1998
- - ------------------------------------------
G. N. Burrow
/s/ J. G. COONEY Director March 22, 1998
- - ------------------------------------------
J. G. Cooney
/s/ J. G. CULLEN Director March 20, 1998
- - ------------------------------------------
J. G. Cullen
/s/ M. J. FOLKMAN Director March 23, 1998
- - ------------------------------------------
M. J. Folkman
Director March , 1998
- - ------------------------------------------
P. M. Hawley
/s/ A. D. JORDAN Director March 19, 1998
- - ------------------------------------------
A. D. Jordan
/s/ A. G. LANGBO Director March 21, 1998
- - ------------------------------------------
A. G. Langbo
</TABLE>
9
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ J. S. MAYO Director March 21, 1998
- - ------------------------------------------
J. S. Mayo
/s/ T. S. MURPHY Director March 22, 1998
- - ------------------------------------------
T. S. Murphy
/s/ P. J. RIZZO Director March 22, 1998
- - ------------------------------------------
P. J. Rizzo
/s/ H. B. SCHACHT Director March 22, 1998
- - ------------------------------------------
H. B. Schacht
/s/ M. F. SINGER Director March 20, 1998
- - ------------------------------------------
M. F. Singer
/s/ R. B. SMITH Director March 22, 1998
- - ------------------------------------------
R. B. Smith
/s/ R. N. WILSON Vice Chairman, Board of Directors March 23, 1998
- - ------------------------------------------ and Director
R. N. Wilson
</TABLE>
10
<PAGE> 13
REPORT OF INDEPENDENT AUDITORS
To the Shareowners and Board of Directors of
Johnson & Johnson:
Our report on the consolidated financial statements of Johnson & Johnson
and subsidiaries has been incorporated by reference in this Form 10-K from the
Johnson & Johnson 1997 Annual Report to Shareowners and appears on page 43
therein. In connection with our audits of such financial statements, we have
also audited the related financial statement schedule listed in the index in
Item 14 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
January 19, 1998
11
<PAGE> 14
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements No.
33-52252, 33-40294, 33-40295, 33-32875, 33-7634, 033-59009, 333-38055, 333-40681
and 333-26979 on Form S-8, No. 33-55977 and 33-47424 on Form S-3 and No.
33-57583, 333-00391, 333-38097 and 333-30081 on Form S-4 and related
Prospectuses of our reports dated January 19, 1998, on our audits of the
consolidated financial statements and financial statement schedule of Johnson &
Johnson and subsidiaries as of December 28, 1997 and December 29, 1996, and for
each of the three years in the period ended December 28, 1997, which reports are
included or incorporated by reference in this Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
March 27, 1998
12
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
REG. S-K
EXHIBIT TABLE DESCRIPTION
ITEM NO. OF EXHIBIT
- - ------------- -----------
<C> <S>
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 -- Incorporated herein by reference to Exhibit
3(a)(iii) of the Registrant's Form 10-K Annual Report for
the year ended December 29, 1996.
3(b) By-Laws of the Company, as amended October 20, 1997 -- Filed
with this document.
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 -- Incorporated
herein by reference to Exhibit 10(a) of the Registrant's
Form 10-K Annual Report for the year ended December 29,
1996.*
10(b) 1995 Stock Option Plan (as amended) -- Filed with this
document.*
10(c) 1991 Stock Option Plan (as amended) -- Filed with this
document.*
10(d) 1986 Stock Option Plan (as amended) -- Filed with this
document.*
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 -- Incorporated herein by reference
to Exhibit 10(f) of the Registrant's Form 10-K Annual Report
for the year ended December 29, 1996.*
10(g) Domestic Deferred Compensation Plan (as
amended) -- Incorporated herein by reference to Exhibit
10(g) of the Registrant's Form 10-K Annual Report for the
year ended December 29, 1996.*
10(h) Deferred Fee Plan for Directors (as amended) -- Incorporated
herein by reference to Exhibit 10(h) of the Registrant's
Form 10-K Annual Report for the year ended December 29,
1996.*
10(i) Executive Income Deferral Plan -- Filed with this document.*
10(j) Excess Savings Plan -- Incorporated herein by reference to
Exhibit 10(j) of the Registrant's Form 10-K Annual Report
for the year ended December 29, 1996.*
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 -- Filed with this
document.
12 -- Statement of Computation of Ratio of Earnings to Fixed
Charges -- Filed with this document.
13 -- Pages 26-45 of the Company's Annual Report to Shareowners
for fiscal year 1997 (only those portions of the Annual
Report incorporated by reference in this document are deemed
"filed") -- Filed with this document.
21 -- Subsidiaries -- Filed with this document.
27 -- Financial Data Schedule for Year Ended December 28,
1997 -- Filed with this document.
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
REG. S-K
EXHIBIT TABLE DESCRIPTION
ITEM NO. OF EXHIBIT
- - ------------- -----------
<C> <S>
99(a) -- Annual Reports on Form 11-K for the Johnson & Johnson
Savings Plans, to be filed on or before June 30, 1998.
99(b) -- Cautionary Statement under Private Securities Litigation
Reform Act of 1995: "Safe Harbor" for Forward-Looking
Statements -- Filed with this document.
</TABLE>
- - ---------------
* 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 shareowner submitting a written request specifying the desired exhibit(s)
to the Secretary at the principal executive offices of the Company.
14
<PAGE> 1
EXHIBIT 3(b)
[JOHNSON & JOHNSON LOGO]
BY-LAWS
EFFECTIVE
July 1, 1980
Amended
February 16, 1987
April 26, 1989
April 26, 1990
October 20, 1997
<PAGE> 2
Article I
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting
A meeting of the stockholders of the Corporation shall be held annually on such
business day and at such time and at such place within or without the State of
New Jersey as may be designated by the Board of Directors and stated in the
notice of the meeting, for the purpose of electing directors and for the
transaction of all other business that is brought before the meeting.
Section 2. Special Meetings
A special meeting of the stockholders may be called at any time by the Chairman
of the Board of Directors, by a Vice-Chairman of the Board of Directors, by the
Chairman of the Executive Committee, by a Vice-Chairman of the Executive
Committee, by the President, or by a majority of the Board of Directors and
shall be held on such business day and at such time and at such place within or
without the State of New Jersey as is stated in the notice of the meeting.
Section 3. Adjournment of Meetings
Any meeting of the stockholders of the Corporation may be adjourned from time to
time by the affirmative vote of the holders of a majority of the issued and
outstanding stock entitled to vote at such meeting present in person or
represented by proxy, for a period not exceeding one month at any one time and
upon such notice, if any, as may be determined by the vote. At any adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.
Section 4. Notices of Meetings
(A) Notices.
At least ten (l0) but not more than sixty (60) days before the date designated
for the holding of any meeting of the stockholders, except as otherwise provided
herein for adjourned meetings, written or printed notice of the time, place and
purpose or purposes of such meeting shall be served by mail, telegram,
radiogram, telex, or cablegram upon each stockholder of record entitled to vote
at such meeting.
(B) Service of Notice.
A notice of meeting shall be deemed duly served when deposited in the United
States Mail with postage fully paid, or placed in the hands of an agent of a
telegraph, radio, or cable or other transmitting company with all transmittal
fees fully paid, and plainly addressed to the stockholder at his latest address
appearing in the stock records of the Corporation.
Section 5. Quorum
At any meeting of the stockholders, the holders of a majority of the issued and
outstanding stock entitled to vote at such meeting shall be present in person or
represented by proxy in order to constitute a quorum.
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<PAGE> 3
Section 6. Voting
(A) Vote Necessary.
At any meeting of the stockholders, all questions, except as otherwise expressly
provided by statute, the Certificate of Incorporation, or these By-Laws, shall
be determined by vote of the holders of a majority of the issued and outstanding
stock present in person or represented by proxy at such meeting and entitled to
vote.
(B) Inspectors.
At any meeting of the stockholders, if the chairman of the meeting so directs or
if before the voting begins, any stockholder present so requests, the polls
shall be opened and closed, the proxies and ballots shall be received and taken
in charge, and all questions with respect to the qualifications of voters, the
validity of proxies, and the acceptance or rejection of votes, shall be decided
by three (3) inspectors to be appointed by the chairman of the meeting.
(C) Eligibility to Vote.
Each stockholder shall have one vote for each share of stock entitled to vote as
provided in the Certificate of Incorporation or otherwise by law and registered
in his name in the stock records of the Corporation as of the record date.
(D) Methods of Voting.
At any meeting of the stockholders each stockholder shall be entitled to vote
either in person or by proxy appointed either by instrument in writing
subscribed by such stockholder, or by his duly authorized attorney or agent, or
by cable, telegram or by any means of electronic communication which results in
a writing from such stockholder or his duly authorized attorney or agent, and
delivered to the Secretary or to the inspectors at or before the meeting.
(E) Record Date.
The Board of Directors may fix in advance, a date, not less than ten (l0) but
not more than sixty (60) days preceding the date of any meeting as the record
date for determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, notwithstanding any transfer
of any stock in the stock records of the Corporation after any such record date
designated as aforesaid.
(F) List of Stockholders.
The Board of Directors shall cause the officer or agent, who has charge of the
stock transfer books of the Corporation, to make a complete list of all the
stockholders entitled to vote at a stockholders' meeting or any adjournment
thereof, arranged in alphabetical order, together with the latest address of
each stockholder appearing upon the stock records of the Corporation and the
number of shares held by each.
The Board of Directors shall cause such list of stockholders to be produced (or
available by means of a visual display) at the time and place of every meeting
of stockholders and shall be open to examination by any stockholder listed
therein for reasonable periods during the meeting.
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<PAGE> 4
Article II
BOARD OF DIRECTORS
Section l. Number of Members and Qualification
The number of directors of the Corporation shall be not less than nine (9) nor
more than eighteen (18) as determined by the Board of Directors from time to
time.
Section 2. Term of Office
Each director shall hold office for one (l) year and until his successor, if
any, is duly elected and qualified, provided, however, that any director may be
removed from office, with cause, at any time by a majority vote of the
stockholders entitled to vote.
Section 3. Annual Meeting
At the place of holding the annual meeting of the stockholders, and immediately
following the same, the Board of Directors, as constituted upon final
adjournment of such annual meeting, shall convene without further notice for the
purpose of electing officers and transacting all other business properly brought
before it.
Section 4. Regular Meetings
Regular meetings of the Board of Directors shall be held at such places, either
within or without the State of New Jersey, and on such business days and at such
times as the Board may from time to time determine.
Section 5. Special Meetings
Special meetings of the Board of Directors may be held at any time and place
whenever called by the Chairman of the Board of Directors, by a Vice-Chairman of
the Board of Directors, by the Chairman of the Executive Committee, by a
Vice-Chairman of the Executive Committee, by the President, by a Vice-
President, by the Secretary, or by any three (3) or more directors.
Section 6. Notices of Meetings
(A) Notice Required.
If so determined by a majority of the Board of Directors, no advance notice need
be given; in the absence of such determination then, at least two (2) days prior
to the date designated for the holding of any regular or special meeting of the
Board, notice of the time, and place, and purpose of such meeting shall be
served in person, by mail or other notice in writing, or by telegram, telephone,
radiogram, telex, or cablegram, upon each member of the Board.
(B) Waiver of Notice.
Notice of the time, place, and purpose of any meeting of the Board of Directors
may be waived, before or after any meeting, by instrument in writing or by
telegram, radiogram, telex, or cablegram.
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<PAGE> 5
Section 7. Quorum and Participation
(A) Quorum.
A majority of the Board of Directors shall constitute a quorum for all purposes
and at all meetings.
(B) Participation.
Any or all directors may participate in a meeting of the Board of Directors by
means of conference telephone or any means of communications by which all
persons participating in the meeting are able to hear each other.
Section 8. Manner of Acting
The act of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors.
Section 9. Action without a Meeting
Any action required or permitted to be taken pursuant to authorization voted at
a meeting of the Board of Directors may be taken without a meeting if, prior to
or subsequent to such action, all members of the Board of Directors consent
thereto in writing and such written consents are filed with the minutes of the
proceedings of the Board of Directors.
Article III
POWERS OF BOARD OF DIRECTORS
Section l. General Powers
The business, property, and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In the management and control of
the property, business, and affairs of the Corporation, the Board is hereby
vested with all powers possessed by the Corporation itself insofar as this
delegation of authority is not inconsistent with or repugnant to the laws of the
State of New Jersey, the Corporation's Certificate of Incorporation, or these
By-Laws or any amendments of them. The Board shall have discretionary power to
determine what constitutes net earnings, profits, and surplus, what amount shall
be reserved for working capital and for any other purposes, and what amount
shall be declared as dividends. Such determinations by the Board shall be final
and conclusive.
Section 2. Specific Powers
(A) Power to Make and Amend By-Laws.
Subject to the limitations contained in Article X hereof, the Board of Directors
shall have power to make, alter, amend, and repeal any By-Law, including a
By-Law designating the number of directors, provided that the Board shall not
make, alter, amend, or repeal any By-Law designating the qualification or term
of office of any member or members of the then existing Board.
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<PAGE> 6
(B) Power to Elect Officers.
The Board of Directors shall elect all officers of the Corporation.
(C) Power to Remove Officers.
Any officer or divisional officer, any agent of the Board of Directors, or any
member of any committee or of any Management Board may be removed by the Board
of Directors with or without cause, whenever in its sole judgment the interests
of the Corporation will be served by such removal.
(D) Power to Fill Vacancies.
Vacancies in the Board of Directors, however created, shall be filled by
appointment made by a majority of the remaining directors. The Board shall have
power to fill any vacancy in any office.
(E) Power to Fix Record Date.
The Board of Directors may fix in advance a date as the record date for
determining the Corporation's stockholders with regard to any corporate action
or event and, in particular, for determining the stockholders entitled to
receive payment of any dividend or allotment of any right. The record date may
in no case be more than sixty (60) days prior to the corporate action or event
to which it relates.
Section 3. Committees and Delegation of Powers
(A) Committees of the Board.
The Board of Directors may appoint, from among its members, from time to time
one or more committees, each committee to have such name or names and to have
such powers and duties as may be determined from time to time by the Board. All
committees shall report to the Board. The Board shall have the power to fill
vacancies in, to change the membership of, or to dissolve any committee. Each
committee may hold meetings and make rules for the conduct of its business and
appoint such sub-committees and assistants as it shall from time to time deem
necessary. A majority of the members of a committee shall constitute a quorum
for all purposes and at all meetings.
(B) Finance Committee.
The Finance Committee, if one shall be appointed, shall consist of two (2) or
more of the directors of the Corporation and shall have and may exercise all of
the powers of the Board insofar as may be permitted by law, the Corporation's
Certificate of Incorporation or these By-Laws, or any amendments of them, in the
management of the business, affairs and property of the Corporation during the
intervals between the meetings of the Board. The Finance Committee, however,
shall not have the power to make, alter or repeal any By-Law of the Corporation;
elect or appoint any director, or remove any officer or director; change the
membership of, or fill vacancies in, the Finance Committee; submit to
stockholders any action that requires stockholders' approval; nor amend or
repeal any resolution theretofore adopted by the Board which by its terms is
amendable or repealable only by the Board.
(C) Emergency Management Committee.
If, as a result of a physical disaster, war, nuclear attack, or other emergency
conditions, a quorum of the Board of Directors cannot be convened to act, an
Emergency Management Committee, consisting of all readily available
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<PAGE> 7
members of the Board of Directors, shall automatically be formed. In such case,
two members shall constitute a quorum. If, as a result of such circumstances, a
quorum of the Board of Directors cannot readily be convened to act, but a quorum
of the Finance Committee can be so convened, the Finance Committee shall
automatically become the Emergency Management Committee. All of the powers and
duties vested in the Board of Directors, except the power to fill vacancies in
the Board of Directors, shall vest automatically in the Emergency Management
Committee. Other provisions of these By-Laws notwithstanding, the Emergency
Management Committee (l) shall call a meeting of the Board of Directors as soon
as circumstances permit for the purpose of filling vacancies on the Board of
Directors and its committees and to take such other action as may be
appropriate, and (2) if the Emergency Management Committee determines that less
than a majority of the members of the Board of Directors are available for
service, the Committee shall issue a call for a special meeting of stockholders
to be held at the earliest date practicable for the election of directors.
(D) Delegation of Duties.
The Board of Directors may delegate from time to time to an officer or a
committee of officers and/or directors any duties that are authorized or
required to be executed during the intervals between meetings of the Board, and
such officer or committee shall report to the Board when and as required by the
Board. Each committee so established by the Board may hold meetings and make
rules for the conduct of its business and appoint such sub-committees and
assistants as it shall from time to time deem necessary. A majority of the
members of such a committee shall constitute a quorum for all purposes and at
all meetings.
(E) Executive Committee.
The Executive Committee, if one shall be appointed, shall be the management
committee of the Corporation. Its members shall be elected by the Board of
Directors and thereby become officers of the Corporation. The Executive
Committee shall not be a committee of the Board. The Executive Committee shall
be responsible for the operation of the business of the Corporation on a
day-to-day basis and for establishing and executing operating practices and
policies of the Corporation. It shall also perform such other duties as the
Board shall designate from time to time.
Section 4. Designation of Depositories
The Board of Directors shall designate or shall delegate to the Treasurer, or
such other officer as it deems advisable, the responsibility to designate the
trust company or trust companies, or the bank or banks, in which shall be
deposited the moneys and securities of the Corporation.
Section 5. Power to Establish Divisions
The Board of Directors may establish administrative or operating divisions of
the Corporation. Each such division may have a Management Board, the Chairman of
which shall be appointed by the Chairman of the Board of Directors. The Chairman
of the Management Board of a division shall appoint the other members of its
Management Board and that Board may in turn appoint a President, one or more
Vice-Presidents, a Treasurer and such other division officers as it may
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<PAGE> 8
determine to be necessary or desirable. The Management Board and the officers of
the division shall perform the same duties and, except for the power to
designate depositories, shall have the same powers as to their division as
pertain, respectively, to a board of directors and officers of a corporation.
The powers granted in the preceding sentence include, without limitation, the
power to execute and deliver on behalf of the Corporation contracts, conveyances
and other instruments. Such power and any other power granted in this Section
shall at all times be subject to the right of the Board of Directors to act or
direct action in the premises.
Article IV
OFFICERS
Section l. Enumeration of Officers.
The officers of the Corporation shall be a Chairman of the Board of Directors, a
Chairman of the Executive Committee, a President, a Treasurer, and a Secretary.
The officers of the Corporation may include one or more Vice-Chairmen of the
Board of Directors, one or more Vice-Chairmen of the Executive Committee, one or
more Executive Committee members, one or more Vice-Presidents, one or more
Assistant Treasurers, one or more Assistant Secretaries, and such other officers
as from time to time shall be designated and elected by the Board of Directors.
Section 2. Election and Removal of Officers
All officers of the Corporation shall be elected at the first meeting of the
Board of Directors after the annual election of directors, and shall hold office
for one (l) year and until their respective successors, if any, shall have been
duly elected and qualified, provided, however, that all officers, agents, and
employees of the Corporation shall be subject to removal at any time, with or
without cause, by the affirmative vote of a majority of the Board. At its
discretion, the Board may leave unfilled, for such period as it may deem proper,
any office except that of President, Treasurer, and Secretary. Failure to elect
any such officer shall be considered an exercise of this discretionary power.
Section 3. Eligibility of Officers
The Chairman of the Board, the Vice-Chairmen of the Board and the President
shall be chosen from the members of the Board of Directors. No other person need
be a director or a stockholder in order to qualify for office. The same person
may hold, at the same time, one or more offices.
Section 4. Duties of Officers
(A) Chairman of the Board of Directors.
The Chairman of the Board of Directors shall be the Chief Executive Officer of
the Corporation and shall preside at all meetings of stockholders and directors.
When presiding at such meetings of stockholders and directors, the Chairman of
the Board shall establish and apply such rules of order as may be
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<PAGE> 9
advisable in his discretion. Except where by law the signature of the President
is required, the Chairman of the Board shall possess the same power as the
President to sign all certificates, contracts and other instruments of the
Corporation authorized by the Board of Directors. He shall have all powers and
shall perform all duties commonly incident to and vested in the office of
Chairman of the Board of a corporation. He shall also perform such other duties
as the Board shall designate from time to time.
(B) Vice-Chairman of the Board of Directors.
A Vice-Chairman of the Board of Directors shall perform the duties and have the
powers of the Chairman during the absence or disability of the Chairman, and
shall also perform such other duties as the Board shall designate from time to
time.
(C) Chairman of the Executive Committee.
The Chairman of the Executive Committee shall preside at all meetings of the
Executive Committee. During the absence or disability of the Chairman of the
Board and the Vice-Chairman of the Board, he shall perform the duties and have
the powers of the Chairman of the Board, and shall also perform such other
duties as the Board shall designate from time to time.
(D) Vice-Chairman of the Executive Committee.
A Vice-Chairman of the Executive Committee shall perform the duties and have the
powers of the Chairman of the Executive Committee during the absence or
disability of the Chairman of the Executive Committee, and shall also perform
such other duties as the Board shall designate from time to time.
(E) Executive Committee Member.
In addition to the powers and duties incident to his membership on the Executive
Committee, an Executive Committee Member, in his individual capacity, shall have
all powers and shall perform all duties commonly incident to and vested in an
executive officer of a corporation. He shall also perform such other duties as
the Board shall designate from time to time.
(F) President.
The President shall have general charge and supervision of the operations of the
Corporation itself, and shall have all powers and shall perform all duties
commonly incident to and vested in the office of President of a corporation. He
shall also perform such other duties as the Board shall designate from time to
time.
(G) Vice-President.
A Vice-President shall perform such duties and have such powers as the Board of
Directors, the Chairman of the Board, a Vice-Chairman of the Board, or the
President shall designate from time to time.
(H) Treasurer.
The Treasurer shall have the care and custody of the funds of the Corporation,
and shall have and exercise, under the supervision of the Board of Directors,
all powers and duties commonly incident to the office of Treasurer. He shall
deposit all funds of the Corporation in such trust company or trust companies,
or bank or banks, as the Board, the Treasurer, or any other officer to whom the
Board shall have delegated the authority, shall designate from time to
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<PAGE> 10
time. He shall endorse for deposit or collection all checks, notes, and drafts
payable to the Corporation or to its order, and make drafts on behalf of the
Corporation. He shall keep accurate books of accounts of the Corporation's
transactions, which books shall be the property of the Corporation, and,
together with all its property in his possession, shall be subject at all times
to the inspection and control of the Board. He shall have all powers and shall
perform all duties commonly incident to and vested in the office of Treasurer of
a corporation. He shall also have such other duties as the Board may designate
from time to time.
(I) Assistant Treasurer.
An Assistant Treasurer shall perform the duties and have the powers of the
Treasurer during the absence or disability of the Treasurer, and shall perform
such other duties and have such other powers as the Board of Directors or
Treasurer shall designate from time to time.
(J) Secretary.
The Secretary shall attend all meetings of the stockholders, and of the Board of
Directors, and shall keep and preserve in books of the Corporation true minutes
of the proceedings of all such meetings. He shall have the custody of all
valuable papers and documents of the Corporation, and shall keep the
Corporation's stock books, stock ledgers, and stock transfer books, and shall
prepare, issue, record, transfer, and cancel certificates of stocks as required
by the proper transactions of the Corporation and its stockholders unless these
functions be performed by a duly appointed and authorized transfer agent or
registrar other than this Corporation. He shall keep in his custody the seal of
the Corporation, and shall have authority to affix same to all instruments where
its use is required. He shall give all notices required by statute, by the
Certificate of Incorporation, or by the By-Laws. He shall have all powers and
shall perform all duties commonly incident to and vested in the office of
Secretary of a corporation. He shall also perform such other duties as the Board
shall designate from time to time.
(K) Assistant Secretary.
An Assistant Secretary shall perform the duties and have the powers of the
Secretary during the absence or disability of the Secretary, and shall perform
such other duties and have such other powers as the Board of Directors or
Secretary shall designate from time to time.
Article V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the full extent permitted by the laws of the State of New Jersey, as they
exist on the date hereof or as they may hereafter be amended, the Corporation
shall indemnify any person (an "Indemnitee") who was or is involved in any
manner (including, without limitation, as a party or witness) in any threatened,
pending or completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, legislative or investigative
(including, without limitation, any action, suit or proceeding by or in the
right of the Corporation to procure a judgement in its favor) (a "Proceeding"),
or who is threatened with being so involved, by reason of the fact that he or
she is or was a director or officer of the Corporation
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<PAGE> 11
or, while serving as a director or officer of the Corporation, is or was at the
request of the Corporation also serving as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan), against
all expenses (including attorneys' fees), judgements, fines, penalties, excise
taxes and amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection with such Proceeding, provided that, there shall be no
indemnification hereunder with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or disposition. The right of
indemnification created by this Article shall be a contract right enforceable by
an Indemnitee against the Corporation, and it shall not be exclusive of any
other rights to which an Indemnitee may otherwise be entitled. The provisions of
this Article shall inure to the benefit of the heirs and legal representatives
of an Indemnitee and shall be applicable to Proceedings commenced or continuing
after the adoption of this Article, whether arising from acts or omissions
occurring before or after such adoption. No amendment, alteration, change,
addition or repeal of or to these By-Laws shall deprive any Indemnitee of any
rights under this Article with respect to any act or omission of such Indemnitee
occurring prior to such amendment, alteration, change, addition or repeal.
ARTICLE VI
STOCK
Section l. Form of Stock Certificate
Each holder of stock of the Corporation shall be entitled to a stock certificate
signed by the President or a Vice-President, and also by the Treasurer or an
Assistant Treasurer, or by the Secretary or an Assistant Secretary. Any or all
signatures upon a certificate may be facsimiles. The certificates of shares
shall be in such form as shall be prescribed by the Board of Directors.
Section 2. Loss of Stock Certificate
In the case of loss, mutilation, or destruction of an issued and outstanding
certificate of stock, a duplicate certificate may be issued upon such terms as
the Board of Directors may prescribe.
Section 3. Transfer of Shares of Stock
Shares of stock of the Corporation shall be transferred on the books of the
Corporation only by the registered holder of such shares in person or by his
attorney upon surrender and cancellation of a certificate or of certificates for
an equivalent number of shares.
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<PAGE> 12
Article VII
EXECUTION OF INSTRUMENTS
Section l. Checks and Drafts
All checks, drafts, and orders for payment of moneys shall be signed in the name
of the Corporation or one of its divisions, and in its behalf, by such officers
or agents as the Board of Directors shall designate from time to time.
Section 2. Contracts and Conveyances
Any contract, conveyance, or other instrument may be executed by the Chairman of
the Board of Directors, a Vice-Chairman of the Board of Directors, any member of
the Executive Committee, the President, or a Vice President in the name and on
behalf of the Corporation and the Secretary or an Assistant Secretary may affix
the Corporate Seal thereto.
Section 3. In General
The Board of Directors shall have power to designate officers and agents who
shall have authority to execute any instrument in behalf of the Corporation.
Article VIII
VOTING UPON STOCK HELD BY THE CORPORATION
Unless otherwise ordered by the Board of Directors, the Chairman of the Board of
Directors, a Vice-Chairman of the Board of Directors, the Chairman of the
Executive Committee, a Vice-Chairman of the Executive Committee, any member of
the Executive Committee, the President, any Vice-President, or the Treasurer
shall have full power and authority in behalf of the Corporation to attend, to
act at, and to vote at any meeting of stockholders of any corporation in which
this Corporation may hold stock, and at any such meeting shall possess, and may
exercise all rights and powers incident to the ownership of such stock which any
owner thereof might possess and exercise if present. Such officers may also, in
behalf of the Corporation, appoint attorneys and agents as the Corporation's
proxy to exercise any of the foregoing powers. The Board, by resolution, from
time to time, may confer like powers upon any other person or persons.
Article IX
SEAL OF THE CORPORATION
The seal of the Corporation shall consist of a flat-faced circular die bearing
the words and figures "Johnson & Johnson, Seal l887".
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Article X
FISCAL YEAR
The fiscal year of the Corporation shall end on the Sunday closest to the
end of the calendar month of December and shall begin on the Monday
following that Sunday.
Article XI
AMENDMENT OF BY-LAWS
These By-Laws may be amended, altered, changed, added to, or repealed at any
annual meeting of the stockholders, or at any special meeting of the stock-
holders, or by the Board of Directors at any regular or special meeting of
the Board, if notice of the proposed amendment, alteration, change,
addition, or repeal be contained in the notice of such meeting, provided,
however, that action taken by the stockholders intended to supersede action
taken by the Board in making, amending, altering, changing, adding to, or
repealing any By-Laws, shall supersede prior action of the Board and shall
deprive the Board of further jurisdiction in the premises to the extent
indicated in the statement, if any, of the stockholders accompanying such
action of the stockholders.
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EXHIBIT 10(b)
JOHNSON & JOHNSON
1995 STOCK OPTION PLAN
(AS AMENDED NOVEMBER 30, 1995 AND DECEMBER 4, 1997)
1. PURPOSE
The purpose of the Johnson & Johnson 1995 Stock Option Plan (the "Plan") is
to promote the interests of Johnson & Johnson (the "Company") by ensuring
continuity of management and increased incentive on the part of officers and
executive employees responsible for major contributions to effective management,
through facilitating their acquisition of an equity interest in the Company on
reasonable terms.
2. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
of Directors (the "Committee"). The Committee shall consist of not less than
three directors. No person shall be eligible to serve as a member of such
Committee unless such person is a "disinterested person" within the meaning of
Rule 16b-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, and an "outside director" within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"). Committee members shall not be eligible to participate in the Plan while
members of the Committee. It shall have the power to select optionees, to
establish the number of shares and other terms applicable to each such option,
to construe the provisions of the Plan, and to adopt rules and regulations
governing the administration of the Plan.
The Board of Directors, within its discretion, shall have authority to
amend the Plan and the terms of any option issued hereunder without the
necessity of obtaining further approval of the stockholders, unless such
approval is required by law.
3. ELIGIBILITY
Those eligible to participate in the Plan will be selected by the Committee
from the following:
(1) Directors who are employees of the Company or its domestic
subsidiaries (excluding members from time to time of the Committee).
(2) Officers and other key employees of the Company and its domestic
subsidiaries.
(3) Key employees of subsidiaries outside the United States.
(4) Key employees of a joint venture operation of the Company or its
subsidiaries and key employees of joint venture partners who are assigned
to such a joint venture.
In all cases, optionees shall be selected on the basis of demonstrated
ability to contribute substantially to the effective management of the Company.
In no event shall an option be granted to any individual who, immediately
after such option is granted, is considered to own stock possessing more than
10% of the combined voting power of all classes of stock of Johnson & Johnson or
any of its subsidiaries within the meaning of Section 422 of the Internal
Revenue Code.
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4. ALLOTMENT OF SHARES
A maximum of 56,000,000 authorized but unissued shares of the Common Stock
of the Company (par value $1.00) will be allotted to the Plan, subject to the
required approval by the stockholders. The total number of shares which may be
awarded under the Plan to any optionee in any one year shall not exceed 5% of
the total shares allotted to the Plan. The Committee may, in its discretion, use
Treasury shares in lieu of authorized but unissued shares for the options. To
the extent this is done, the number of authorized but unissued shares to be used
for the Plan will be reduced.
Shares covered by options which lapse or have been terminated during the
duration of this Plan may be reallocated by the Committee.
5. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on April 27, 1995. No option shall be
granted pursuant to this Plan later than April 26, 2000, but options theretofore
granted may extend beyond that date in accordance with their terms.
6. TERMS AND CONDITIONS
A. All Options
The following shall apply to all options granted under the Plan:
(i) Option Price
The option price per share for each stock option shall be
determined by the Committee and shall not be less than the fair market
value on the date the option is granted. The fair market value shall be
determined as prescribed by the Internal Revenue Code and Regulations.
(ii) Time of Exercise of Option
The Committee shall establish the time or times within the option
period when the stock option may be exercised in whole or in such parts
as may be specified from time to time by the Committee. With respect to
an optionee whose employment has terminated by reason of death,
disability or retirement, the Committee may in its discretion accelerate
the time or times when any particular stock option held by said optionee
may be so exercised so that such time or times are earlier than those
originally provided in said option. In all cases exercise of a stock
option shall be subject to the provisions of Section 6B(ii) or 6C(iii),
as the case may be. The Committee shall determine, either at the time of
grant or later whether, and to what extent and under what circumstances,
the transfer of shares issuable in connection with the exercise of a
non-qualified option may be deferred at the election of the optionee.
(iii) Payment
The entire option price may be paid at the time the option is
exercised. When an option is exercised prior to termination of
employment, the Committee shall have the discretion to arrange for the
payment of such price, in whole or in part, in installments. In such
cases, the Committee shall obtain such evidence of the optionee's
obligation, establish such interest rate and require such security as it
may deem appropriate for the adequate protection of the Company.
(iv) Non-Transferability of Option
Unless otherwise specified by the Committee to the contrary, an
option by its terms shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution and
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<PAGE> 3
shall be exercisable during the optionee's lifetime only by the
optionee. The Committee may, in the manner established by the Committee,
provide for the transfer, without payment of consideration, of a
non-qualified option by an optionee to a member of the optionee's
immediate family or to a trust or partnership whose beneficiaries are
members of the optionee's immediate family. In such case, the option
shall be exercisable only by such transferee. For purposes of this
provision, an optionee's "immediate family" shall mean the holder's
spouse, children and grandchildren.
(v) Adjustment in Event of Recapitalization of the Company
In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights
offering, or any other change in the corporate structure or shares of
the Company, the Board of Directors shall make such adjustment as it may
deem equitably required in the number and kind of shares authorized by
and for the Plan, in the number and kind of shares covered by the
options granted, in the number of shares which may be awarded to an
optionee in any one year, and in the option price.
B. Non-Qualified Stock Options
The Committee may, in its discretion, grant options under the Plan which,
in whole or in part, do not qualify as incentive stock options under Section 422
of the Internal Revenue Code. In addition to the terms and conditions set forth
in Section 6A above, the following terms and conditions shall govern any option
(or portion thereof) to the extent that it does not so qualify.
(i) Form of Payment
Payment of the option price of any option (or portion thereof) not
qualifying as an incentive stock option shall be made in cash or, in the
discretion of the Committee, in the Common Stock of the Company valued
at its fair market value (as the same shall be determined by the
Committee), or a combination of such Common Stock and cash.
(ii) Rights after Termination of Employment
In the event of termination of employment due to any cause
including death, disability or retirement, rights to exercise the stock
option shall cease, except for those which have accrued to the date of
termination, unless the Committee shall otherwise specify. These rights
shall remain exercisable for a period of three months, or such longer
period (not to exceed three years) as the Committee shall provide,
following termination for any cause other than death, disability or
retirement and for a period of three years following termination due to
death, disability or retirement, unless the Committee otherwise
specifies. The Committee may, in its discretion, extend the period
within which any particular option may be exercised beyond the
expiration date originally provided in said option. However, no stock
option shall, in any event, be exercised after the expiration of the
full term of the option.
(iii) Period of Option
The exercise period of each non-qualified stock option shall be
specified by the Committee at the time of grant.
C. Incentive Stock Options
The Committee may, in its discretion, grant options under the Plan which
qualify in whole or in part as incentive stock options under Section 422 of the
Internal Revenue Code. In addition to the terms and
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<PAGE> 4
conditions set forth in Section 6A above, the following terms and conditions
shall govern any option (or portion thereof) to the extent that it so qualifies:
(i) Maximum Fair Market Value of Incentive Stock Options
The aggregate fair market value (determined as of the time such
option is granted) of the Common Stock for which any optionee may have
stock options which first became vested in any calendar year (under all
incentive stock option plans of the Company and its parent and
subsidiary corporations) shall not exceed $100,000.
(ii) Form of Payment
Payment of the option price for incentive stock options shall be
made in cash or in the Common Stock of the Company valued at its fair
market value (as the same shall be determined by the Committee), or a
combination of such Common Stock and cash. Where payment of the option
price is to be made with Common Stock acquired under a Company
compensation plan (within the meaning of paragraph 11(g) of Opinion No.
25 of the Accounting Principles Board), such Common Stock will not be
accepted as payment unless the optionee has beneficially owned such
Common Stock for at least six months (increased to one year if such
Common Stock was acquired under an incentive stock option) prior to such
payment.
(iii) Rights after Termination of Employment
In the event of termination of employment due to any cause
including death, disability or retirement, rights to exercise the stock
option shall cease, except for those which have accrued to the date of
termination, unless the Committee shall otherwise specify. These rights
shall remain exercisable for a period of three months, or such longer
period (not to exceed three years) as the Committee shall provide,
following termination for any cause other than death, disability or
retirement and for a period of three years following termination due to
death, disability or retirement, unless the Committee otherwise
specifies. However, no incentive stock option shall, in any event, be
exercised after the expiration of 10 years from the date such option is
granted, or such earlier date as may be specified in the option.
(iv) Period of Option
The exercise period of each incentive stock option by its terms
shall not be more than 10 years from the date the option is granted as
specified by the Committee.
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<PAGE> 1
EXHIBIT 10(c)
JOHNSON & JOHNSON
1991 STOCK OPTION PLAN
(AS AMENDED DECEMBER 4, 1997)
1. PURPOSE
The purpose of the Johnson & Johnson 1991 Stock Option Plan (referred to
herein as the "Plan") is to promote the interests of the Company by ensuring
continuity of management and increased incentive on the part of officers and
executive employees responsible for major contributions to effective management,
through facilitating their acquisition of an equity interest in the Company on
reasonable terms.
2. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
of Directors (referred to herein as the "Committee"). The Committee shall
consist of not less than three directors who shall not be eligible to
participate in the Plan while members of the Committee. It shall have the power
to select optionees, to establish the number of shares and other terms
applicable to each such option, to construe the provisions of the Plan, and to
adopt rules and regulations governing the administration of the Plan.
The Board, within its discretion, shall have authority to amend the Plan
and the terms of any option issued hereunder without the necessity of obtaining
further approval of the stockholder, unless such approval is required by law.
3. ELIGIBILITY
Those eligible to participate in the Plan will be selected by the Committee
from the following:
(1) Directors who are employees of the Company or its domestic
subsidiaries (excluding members from time to time of the Committee).
(2) Officers and other key employees of the Company and its domestic
subsidiaries.
(3) Key employees of subsidiaries outside the United States.
In all cases, optionees shall be selected on the basis of demonstrated
ability to contribute substantially to the effective management of the Company.
In no event shall an option be granted to any individual who, immediately
after such option is granted, is considered to own stock possessing more than
10% of the combined voting power of all classes of stock of Johnson & Johnson or
any of its subsidiaries within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (referred to herein as the "Internal Revenue
Code").
4. ALLOTMENT OF SHARES
A maximum of 52,000,000 authorized but unissued shares of the Common Stock
of the Company (par value $1.00) will be allotted to the Plan, subject to the
required approval by the stockholders. The Committee may, in its discretion, use
Treasury shares in lieu of authorized but unissued shares for the options. To
the extent this is done, the number of authorized but unissued shares to be used
for the Plan will be reduced.
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<PAGE> 2
Shares covered by options which lapse or have been terminated during the
duration of this Plan may be reallocated by the Committee.
5. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on April 25, 1991. No option shall be
granted pursuant to this Plan later than April 27, 1995, but options theretofore
granted may extend beyond that date in accordance with their terms.
6. TERMS AND CONDITIONS
A. All Options
The following shall apply to all options granted under the Plan:
(i) Option Price
The option price per share for each stock option shall be
determined by the Committee and shall not be less than the fair market
value on the date the option is granted. The fair market value shall be
determined as prescribed by the Internal Revenue Code and Regulations.
(ii) Time of Exercise of Option
The Committee shall establish the time or times within the option
period when the stock option may be exercised in whole or in such parts
as may be specified from time to time by the Committee. With respect to
an optionee who is about to retire, the Committee may in its discretion
accelerate the time or times when any particular stock option held by
said optionee may be so exercised so that such time or times are earlier
than those originally provided in said option. In all cases exercise of
a stock option shall be subject to the provisions of Section 6B(ii) or
6C(iii), as the case may be. The Committee shall determine, either at
the time of grant or later whether, and to what extent and under what
circumstances, the transfer of shares issuable in connection with the
exercise of a non-qualified option may be deferred at the election of
the optionee.
(iii) Payment
The entire option price may be paid at the time the option is
exercised. When an option is exercised prior to termination of
employment, the Committee shall have the discretion to arrange for the
payment of such price, in whole or in part, in installments. In such
cases, the Committee shall obtain such evidence of the optionee's
obligation, establish such interest rate and require such security as it
may deem appropriate for the adequate protection of the Company.
(iv) Non-Transferability of Option
An option by its terms shall not be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and
shall be exercisable during the optionee's lifetime only by the
optionee.
(v) Adjustment in Event of Recapitalization of the Company
In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights
offering, or any other change in the corporate structure or shares of
the Company, the Board of Directors shall make such adjustment as it may
deem equitably required in the number and kind of shares authorized by
and for the Plan, in the number and kind of shares covered by the
options granted, and in the option price.
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<PAGE> 3
B. Non-Qualified Stock Options
The Committee may, in its discretion, grant options under the Plan which,
in whole or in part, do not qualify as incentive stock options under Section 422
of the Internal Revenue Code. In addition to the terms and conditions set forth
in Section 6A above, the following terms and conditions shall govern any option
(or portion thereof) to the extent that it does not so qualify.
(i) Form of Payment
Payment of the option price of any option (or portion thereof) not
qualifying as an incentive stock option shall be made in cash or, in the
discretion of the Committee, in the Common Stock of the Company valued
at its fair market value (as the same shall be determined by the
Committee), or a combination of such Common Stock and cash.
(ii) Rights after Termination of Employment
In the event of termination of employment due to any cause
including death, disability or retirement, rights to exercise the stock
option shall cease, except for those which have accrued to the date of
termination, unless the Committee shall otherwise specify. These rights
shall remain exercisable for a period of three months, or such longer
period (not to exceed three years) as the Committee shall provide,
following termination for any cause other than death, disability or
retirement and for a period of three years following termination due to
death, disability or retirement, unless the Committee otherwise
specifies. The Committee may, in its discretion, extend the period
within which any particular option may be exercised beyond the
expiration date originally provided in said option. However, no stock
option shall, in any event, be exercised after the expiration of the
full term of the option.
(iii) Period of Option
The exercise period of each non-qualified stock option shall be
specified by the Committee at the time of grant.
C. Incentive Stock Options
The Committee may, in its discretion, grant options under the Plan which
qualify in whole or in part as incentive stock options under Section 422 of the
Internal Revenue Code. In addition to the terms and conditions set forth in
Section 6A above, the following terms and conditions shall govern any option (or
portion thereof) to the extent that it so qualifies:
(i) Maximum Fair Market Value of Incentive Stock Options
The aggregate fair market value (determined as of the time such
option is granted) of the Common Stock for which any optionee may have
stock options vest in any calendar year (under all incentive stock
option plans of the Company and its parent and subsidiary corporations)
shall not exceed $100,000.
(ii) Form of Payment
Payment of the option price for incentive stock options shall be
made in cash or in the Common Stock of the Company valued at its fair
market value (as the same shall be determined by the Committee), or a
combination of such Common Stock and cash. Where payment of the option
price is to be made with Common Stock acquired under a Company
compensation plan (within the
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<PAGE> 4
meaning of paragraph 11(g) of Opinion No. 25 of the Accounting
Principles Board), such Common Stock will not be accepted as payment
unless the optionee has beneficially owned such Common Stock for at
least six months (increased to one year if such Common Stock was
acquired under an incentive stock option) prior to such payment.
(iii) Rights after Termination of Employment
In the event of termination of employment due to any cause
including death, disability or retirement, rights to exercise the stock
option shall cease, except for those which have accrued to the date of
termination, unless the Committee shall otherwise specify. These rights
shall remain exercisable for a period of three months, or such longer
period (not to exceed three years) as the Committee shall provide,
following termination for any cause other than death, disability or
retirement and for a period of three years following termination due to
death, disability or retirement, unless the Committee otherwise
specifies. However, no incentive stock option shall, in any event, be
exercised after the expiration of 10 years from the date such option is
granted, or such earlier date as may be specified in the option.
(iv) Period of Option
The exercise period of each incentive stock option by its terms
shall not be more than 10 years from the date the option is granted.
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EXHIBIT 10(d)
JOHNSON & JOHNSON
1986 STOCK OPTION PLAN
(AS AMENDED DECEMBER 4, 1986 AND DECEMBER 4, 1997)
1. PURPOSE
The purpose of the Plan is to promote the interests of the Company by
ensuring continuity of management and increased incentive on the part of
officers and executive employees responsible for major contributions to
effective management, through facilitating their acquisition of an equity
interest in the Company on reasonable terms.
2. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
of Directors (referred to herein as the "Committee"). The Committee shall
consist of not less than three directors who shall not be eligible to
participate in the Plan while members of the Committee. It shall have the power
to select optionees, to establish the number of shares and other terms
applicable to each such option, to construe the provisions of the Plan, and to
adopt rules and regulations governing the administration of the Plan.
The Board, within its discretion, shall have authority to amend the Plan
and the terms of any option issued hereunder without the necessity of obtaining
further approval of the stockholders, unless such approval is required by law.
3. ELIGIBILITY
Those eligible to participate in the Plan will be selected by the Committee
from the following:
(1) Directors who are employees of the Company or its domestic
subsidiaries (excluding members from time to time of the Committee).
(2) Officers and other key employees of the Company and its domestic
subsidiaries.
(3) Key employees of subsidiaries outside the United States.
In all cases, optionees shall be selected on the basis of demonstrated
ability to contribute substantially to the effective management of the Company.
In no event shall an option be granted to any individual who, immediately
after such option is granted, is considered to own stock possessing more than
10% of the combined voting power of all classes of stock of Johnson & Johnson or
any of its subsidiaries within the meaning of Section 422A of the Internal
Revenue Code.
4. ALLOTMENT OF SHARES
A maximum of 64,000,000 authorized but unissued shares of the Common Stock
of the Company (par value $1.00) will be allotted to the Plan, subject to the
required approval by the stockholders. The Committee may, in its discretion, use
Treasury shares in lieu of authorized but unissued shares for the options. To
the extent this is done, the number of authorized but unissued shares to be used
for the Plan will be reduced.
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Shares covered by options which lapse or have been terminated during the
duration of this Plan may be reallocated by the Committee.
5. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on April 24, 1986. No option shall be
granted pursuant to this Plan later than April 23, 1991, but options theretofore
granted may extend beyond that date in accordance with their terms.
6. TERMS AND CONDITIONS
A. ALL OPTIONS
The following shall apply to all options granted under the Plan:
(i) Option Price
The option price per share for each stock option shall be
determined by the Committee and shall not be less than the fair market
value on the date the option is granted. The fair market value shall be
determined as prescribed by the Internal Revenue Code and Regulations.
(ii) Time of Exercise of Option
The Committee shall establish the time or times within the option
period when the stock option may be exercised in whole or in such parts
as may be specified from time to time by the Committee. With respect to
an optionee who is about to retire, the Committee may in its discretion
accelerate the time or times when any particular stock option held by
said optionee may be so exercised so that such time or times are
earlier than those originally provided in said option. However, in no
event shall a stock option be exercisable within two years immediately
following the date the option is granted. In all cases exercise of a
stock option shall be subject to the provisions of Section 6B(ii) or
6C(iv), as the case may be. The Committee shall determine, either at
the time of grant or later whether, and to what extent and under what
circumstances, the transfer of shares issuable in connection with the
exercise of a non-qualified option may be deferred at the election of
the optionee.
(iii) Payment
The entire option price may be paid at the time the option is
exercised. When an option is exercised prior to termination of
employment, the Committee shall have the discretion to arrange for the
payment of such price, in whole or in part, in installments. In such
cases, the Committee shall obtain such evidence of the optionee's
obligation, establish such interest rate and require such security as
it may deem appropriate for the adequate protection of the Company.
(iv) Non-transferability of Option
An option by its terms shall not be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and
shall be exercisable during the optionee's lifetime only by the
optionee.
(v) Adjustment in Event of Recapitalization of the Company
In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights
offering, or any other change in the corporate structure or shares of
the Company, the Board of Directors shall make such adjustment as it
may deem equitably required in the number and kind of shares
authorized by and for the Plan, in the number and kind of shares
covered by the options granted, and in the option price.
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<PAGE> 3
B. NON-QUALIFIED STOCK OPTIONS
The Committee may, in its discretion, grant options under the Plan which,
in whole or in part, do not qualify as incentive stock options under Section
422A of the Internal Revenue Code. In addition to the terms and conditions set
forth in Section 6A above, the following terms and conditions shall govern any
option (or portion thereof) to the extent that it does not so qualify.
(i) Form of Payment
Payment of the option price of any option (or portion thereof)
not qualifying as an Incentive stock option shall be made in cash or,
in the discretion of the Committee, in the Common Stock of the Company
valued at its fair market value (as the same shall be determined by the
Committee), or a combination of such Common Stock and cash.
(ii) Rights after Termination of Employment
In the event of termination of employment due to any cause
including death or retirement, rights to exercise the stock option
shall cease, except for those which have accrued to the date of
termination, unless the Committee shall otherwise specify. These rights
shall remain exercisable for a period of three months, or such longer
period (not to exceed three years) as the Committee shall provide,
following termination for any cause other than death or retirement and
for a period of three years following termination due to death or
retirement, unless the Committee otherwise specifies. With respect to
an optionee who is about to retire, the Committee may in its discretion
extend the period within which any particular option may be exercised
beyond the expiration date originally provided in said option. However,
no stock option shall, in any event, be exercised after the expiration
of 10 years and one day from the date such option is granted.
(iii) Period of Option
The exercise period of each non-qualified stock option by its
terms shall not be more than 10 years and one day from the date the
option is granted as specified by the Committee.
C. INCENTIVE STOCK OPTIONS
The Committee may, in its discretion, grant options under the Plan which
qualify in whole or in part as incentive stock options under Section 422A of the
Internal Revenue Code. In addition to the terms and conditions set forth in
Section 6A above, the following terms and conditions shall govern any option (or
portion thereof) to the extent that it so qualifies:
(i) Sequential Exercise
No incentive stock option granted prior to January 1, 1987 shall, by
its terms, be exercisable while there is outstanding (within the meaning of
Section 422A(c)(7) of the Internal Revenue Code) any incentive stock option
(as that term is defined in the Internal Revenue Code and Regulations)
which was granted, before the granting of such option, to the optionee to
purchase stock in the Company or in a corporation which (at the time of the
granting of such option) is a parent or subsidiary corporation of the
Company, or in a predecessor corporation of any such corporations. The
preceding sentence shall not apply with respect to any incentive stock
option granted after December 31, 1986.
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(ii) Maximum Fair Market Value of Incentive Stock Options
For incentive stock options granted before January 1, 1987, the
aggregate fair market value (determined as of the time such option is
granted) of the Common Stock for which any optionee may be granted
incentive stock options in any calendar year (under all incentive stock
option plans of the Company and its parent and subsidiary corporations)
shall not exceed $100,000 plus any unused limit carryover to such year
permitted by Section 422A(c)(4) of the Internal Revenue Code. For
incentive stock options granted after December 31, 1986, the aggregate
fair market value (determined as of the time such option is granted) of
the Common Stock with respect to which incentive stock options are
first exercisable under the terms of the option and the Plan by any
optionee during any calendar year (under all incentive stock option
plans of the Company and its parent and subsidiary corporations) shall
not exceed $100,000.
(iii) Form of Payment
Payment of the option price for incentive stock options shall
be made in cash or in the Common Stock of the Company valued at its
fair market value (as the same shall be determined by the Committee),
or a combination of such Common Stock and cash. For options granted
prior to December 4, 1986, payment may not be made with Common Stock of
the Company unless the Common Stock shall have been held by the
optionee for at least one year. For options granted on or after
December 4, 1986, where payment of the option price is to be made with
Common Stock acquired under a Company compensation plan (within the
meaning of paragraph 11(g) of Opinion No. 25 of the Accounting
Principles Board), such Common Stock will not be accepted as payment
unless the optionee has beneficially owned such Common Stock for at
least six months (increased to one year if such Common Stock was
acquired under an incentive stock option) prior to such payment.
(iv) Rights after Termination of Employment
In the event of termination of employment due to any cause
including death or retirement, rights to exercise the stock option
shall cease, except for those which have accrued to the date of
termination, unless the Committee shall otherwise specify. These rights
shall remain exercisable for a period of three months, or such longer
period (not to exceed three years) as the Committee shall provide,
following termination for any cause other than death or retirement and
for a period of three years following termination due to death or
retirement, unless the Committee otherwise specifies. However, no
incentive stock option shall, in any event, be exercised after the
expiration of 10 years from the date such option is granted, or such
earlier date as may be specified in the option.
(v) Period of Option
The exercise period of each incentive stock option by its terms
shall not be more than 10 years from the date the option is granted as
specified by the Committee.
4
<PAGE> 1
EXHIBIT 10(i)
Amended as of
December 4, 1997
JOHNSON & JOHNSON
EXECUTIVE INCOME DEFERRAL PLAN
The Johnson & Executive Income Deferral Plan (the "Plan") is intended
to permit a select group of executives to defer income which would otherwise be
immediately payable to them under various compensation and/or incentive plans of
Johnson & Johnson (the "Company").
1. ADMINISTRATION. This Plan is administered by the Compensation
Committee of the Company's Board of Directors. The Committee shall have
responsibility for determining which investments will from time to time be
available under the Plan and shall review the investment options at least once
every three years. The Committee shall make all decisions affecting the timing,
price or amount of any and all of the Deferred Awards (as hereinafter defined)
of participants subject to Section 16 of the Securities Exchange Act of 1934, as
amended, but may otherwise delegate any of its authority under this Plan.
2. ELIGIBILITY. Eligibility to defer under this Plan will be initially
limited to members of the Executive Committee of the Company. The Committee may
from time to time expand eligibility to defer compensation under this Plan to
other executives of the Company. The Committee, however, has the authority to
refuse to permit an participant to participate in this Plan or elect to defer
payments, if the Committee determines that such participation would jeopardize
the Plan's compliance with applicable law or the Plan's status as a top hat plan
under ERISA.
3. DEFERRAL INTO AN INCOME DEFERRAL ACCOUNT. participants may elect to
defer up to (i) fifty percent (50%) of annual salary, (ii) one hundred percent
(100%) of cash and/or stock awards under the Company's Executive Incentive Plan,
(iii) one hundred percent (100%) of dividend equivalents paid under the
Company's Certificate of Extra Compensation ("CEC") Plan and (iv) one hundred
percent (100%) of dividend equivalents paid on "gain" shares deferred under the
Company's Stock Option Plans. Amounts so deferred are known as "Deferred Awards"
and will be credited to a participant's "Income Deferral Account". A
participant's decision to defer under the Plan must be made on or before
September 30 of the year prior to the commencement of the fiscal year as to
which the compensation, incentive payment or dividend equivalent monies to be
deferred will be earned. At the Plan's inception, amounts otherwise payable in
1997 (regardless of the year in which earned) may be deferred under this Plan by
elections made on or before December 15, 1996. Any election to
<PAGE> 2
2
defer pursuant to this Section 3 shall be effective only when timely filed with
Extra Compensation Services on the form utilized for such purpose.
Notwithstanding the above, the required notice period for elections made in
respect of amounts to be deferred under (iv) above shall be governed by the
notice and election provisions applicable to any such Stock Option Plan. A
participant shall designate, in multiples of 1% of the Deferred Award, the
portion to be allocated to each investment option available under this Plan. A
participant may change the investment options for Deferred Awards not yet
credited to his/her Income Deferred Account not more than once each month, such
change to be effective as of the first day of the month following the month in
which a participant's request to change such allocation is received by Extra
Compensation Services.
Any elections to defer dividend equivalents under the Company's CEC
Plan will be applied such that elections will apply to the CEC contracts in the
reverse order of their issuance. Deferred Awards shall be held in one account
regardless of the form of compensation or plan under which they were earned.
Upon ceasing to be an employee of the Company, each participant (or in
the event of a participant's death, the named beneficiary or his/her estate)
shall be entitled to receive in cash in lump sum the value of his/her Income
Deferral Account as of the date of such termination, unless such participant has
elected, pursuant to the provisions of Section 7 below, to further defer payment
of his/her Income Deferral Account beyond retirement. Notwithstanding the above,
if a participant is in any fiscal year a "named executive officer" for proxy
statement reporting purposes by reason of his/her being the chief executive
officer of the Company or one of the four highest compensated officers (other
than the chief executive officer), any payment from an Income Deferral Account
otherwise due to be made in such year shall be postponed to a date which is on
or about the 15th day of January of the following fiscal year.
4. INVESTMENT OF INCOME DEFERRAL ACCOUNTS. At the election of each
participant, amounts in an Income Deferral Account may be invested utilizing the
options set forth below. Amounts to be deferred in any month (including any
stock award) will be valued and credited to a participant's Income Deferral
Account on the last day of each month.
(a) Common Stock Equivalent Units. All amounts elected to be deferred
under this option shall be converted into equivalent units of the Company's
Common Stock ("Common Stock") as if the compensation deferred had been invested
in Common Stock ("Common Stock Equivalent Units"). The number of Common Stock
Equivalent Units shall be determined by dividing the amount of compensation or
dividend equivalents to be deferred by the average of the high and low prices of
the Common Stock as reported in the Wall Street Journal for the last trading day
of each month. The Company shall credit the participant's Income Deferral
Account with the number of full and partial shares of the Company's Common Stock
so determined. However, at no time shall any shares be purchased or earmarked
for such Account and
<PAGE> 3
3
the participant shall not have any of the rights of a shareholder with respect
to shares credited to his/her Income Deferral Account. The number of Common
Stock Equivalent Units included in a participant's Account shall be adjusted to
reflect dividends and increases or decreases in market value which would have
resulted had funds equal to such deferred amount been invested in Common Stock.
In the event of a reorganization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering or any other
change in the corporate structure or shares of the Company the Committee shall
make such adjustment, if any, as it may deem appropriate in the number and kind
of shares of the Company's Common Stock credited to participants' Income
Deferral Accounts.
(b) Balanced Fund. All amounts elected to be deferred under this option
shall be deemed to be invested in and credited with the investment rate of
return earned under the Balanced Fund option under the Company's Savings Plan or
any such successor fund. However, no Balanced Fund shares shall be purchased or
earmarked for a participant's Account.
(c) One Year Treasury Bill Rate. All amounts elected to be deferred
under this option shall be deemed to be invested in an interest bearing account
which bears interest at the One Year Treasury Bill Rate, compounded monthly. For
purposes of the Plan, the One Year Treasury Bill Rate shall be the interest rate
for One Year Treasury Bills quoted in the Wall Street Journal on the last
trading day of the preceding calendar year. Such rate shall be adjusted
annually. No Treasury Bills will be actually purchased or earmarked for a
participant's Account.
5. REDESIGNATION OF INVESTMENT OPTIONS WITHIN AN INCOME DEFERRAL
ACCOUNT. A participant may redesignate amounts previously credited to an Income
Deferral Account among the investments available under this Plan. Participants
who wish to redesignate out of a particular investment vehicle may not at the
same time redesignate into such investment vehicle. No redesignation of
investment may take place during the 30 days prior to a scheduled distribution
under this Plan. The following additional rules shall apply with respect to
redesignations of previously credited amounts:
(a) Permitted Frequency--Redesignation by a participant may be made not
more than once during any consecutive twelve month period.
(b) Amount and Extent of Redesignation--Redesignation for any
participant must be in 1% multiples of the investment from which redesignation
is being made.
(c) Timing--Redesignation shall take place as of the first day of the
month following the month in which a participant's written redesignation is
received by Extra Compensation Services. The value of the Company's Common Stock
for purposes of investment redesignation shall be the average of the high and
low prices of the
<PAGE> 4
4
Common Stock as reported in the Wall Street Journal for the last trading day of
the applicable month.
(d) Special rules for Redesignation Into or Out of Common Stock
Equivalent Units previously credited to an Income Deferred Account:
(i) Material, Nonpublic Information--The Committee in its sole
discretion and with advice of counsel at any time may rescind a redesignation
into or out of Common Stock Equivalent Units if such redesignation was made by a
participant who, a) at the time of the redesignation was in the possession of
material, nonpublic information with respect to the Company; and b) in the
Committee's estimation benefited from such information in the timing of his/her
redesignation.
The Committee's determination shall be final and binding. In the event
of such rescission, the participant's Income Deferral Account shall be returned
to a status as though such redesignation had not occurred. Notwithstanding the
above, the Committee shall not rescind a redesignation if the facts were
reviewed by the participant with the General Counsel of the Company or a
designee prior to the redesignation and if the General Counsel or designee had
concluded that such participant was not in possession of material, nonpublic
information.
(ii) A participant subject to Section 16(b) of the Securities Exchange
Act of 1934 may redesignate into or out of Common Stock Equivalent Units only
during the applicable "window period" with respect to the release of any
quarterly or annual statements of sales and earnings by the Company.
(iii) A redesignation into or out of Common Stock Equivalent Units may
not be made within 6 months of a discretionary "opposite way transaction" into
or out of Common Stock held by the participant in the Company's Savings Plan.
6. DISTRIBUTION OF INCOME DEFERRAL ACCOUNTS. If a participant's
employment is terminated for any reason (including death or disability), and
such participant is not eligible to retire from active service under the
Company's pension plan, then his/her Income Deferral Account will be
automatically paid in a lump sum as soon as administratively feasible in the
month following his/her termination of employment. Distributions in cash of the
value of equivalent shares of the Company's Common Stock will be valued at the
average of high and low market prices of the Common Stock as reported in the
Wall Street Journal on the last trading day of the month of his/her termination
of employment.
7. POST RETIREMENT DEFERRALS. At the further election of each
participant, to be made as provided for below, the payment of any sum otherwise
due to a participant upon his/her retirement may be further deferred and paid in
either a single lump sum or in installments. A lump sum payment may be deferred
for up to ten taxable years following
<PAGE> 5
5
the participant's retirement date. If installment payments are elected, the
first installment payment may be made immediately upon retirement or be deferred
for up to ten taxable years. Installment payments will be made annually (in the
manner described below) and in approximately equal installment amounts (i.e.,
the value of the balance of the Income Deferral Account, plus accrued interest,
divided by the number of remaining installments). The minimum number of annual
installments is two (2) and the maximum number is fifteen (15). An participant
may elect to defer up to 100% of the value of his/her total Income Deferral
Account at retirement; or, any percentage increment less than that. The payment
of any amounts from an Income Deferral Account pursuant to this Section 7 shall
be subject to the provisions of the last sentence of Section 3 above. The
following additional rules shall apply with respect to all payments:
a) Immediate Lump Sum Payment - The participant will receive the full
value of his/her Income Deferral Account in the calendar month of his/her
retirement effective date.
b) Deferred Lump Sum Payment - The participant will receive the full
value of his/her Income Deferral Account, plus any accrued interest, on or about
January 15 of the year he/she elects to receive payment in.
c) Immediate Commencement of Installments - The participant will
receive the first installment in the calendar month of his/her retirement
effective date, subject to the provisions of the last sentence of Section 3
above. All subsequent installments, plus any accrued interest, will be paid on
or about January 15 of each year.
d) Deferred Commencement of Installments - The participant will receive
the first and all subsequent installments, plus any accrued interest, on or
about January 15 of each year.
With respect to any amounts which are deferred and/or paid in
installments, interest shall be paid by the Employer from the effective date of
retirement to the date of any such payment. The interest rate for all deferred
and/or installment payments to a participant shall be fixed at the date of
retirement and shall be the rate (rounded to 1 decimal place) offered, as
reported in the Wall Street Journal on the effective retirement date, on a
United States Treasury Instrument for the period comparable to the length of the
period of the deferral and/or installment payments. The interest shall be
compounded semi-annually on the last calendar day of June and December of each
year. If more than one instrument is quoted, the average of such rates shall be
utilized. By way of example, if an election is made to receive installments over
eight (8) years, the comparable eight (8) year U.S. Treasury Rate shall be
utilized; if an election is made to defer the commencement of installments for
two (2) years with installments paid out over ten (10) years, the comparable
twelve (12) year U.S. Treasury Rate shall be utilized. Once established, the
interest rate shall remain fixed for the period of the deferral and/or
installments.
In the event of death of a participant following retirement, the
Employer will make payment in full of the balance of his/her Income Deferral
Account, plus any accrued
<PAGE> 6
6
interest, as soon as administratively practical in a single lump sum payment to
the designated beneficiary, subject to the provisions of the last sentence of
Section 3 above.
In the event no deferral or installment election is made under this
Section 7, the total amount of the Income Deferral Account will be paid in
accordance with the provisions of Section 3 in a lump sum payment as soon as
practical following an participant's retirement effective date.
An election by a participant to defer payment or elect installments of
all or a part of his/her Account beyond his/her effective retirement date must
be made a minimum of twelve (12) months prior to the date of such retirement
date. Any such election may be revised or revoked up to twelve (12) months prior
to such retirement date. For the twelve month period prior to such retirement
date, any election is irrevocable and thus may not be revoked or otherwise
revised.
Notwithstanding the above, at the Plan's inception, an exception has
been made for participants who have a retirement effective date between January
1, 1997 and December 31, 1997. For participants having a retirement effective
date prior to June 30, 1997, the deferral and/or installment election must be
made a minimum of three (3) months and in the calendar year prior to the
retirement date. For such participants having a retirement date between July 1,
1997 and December 31, 1997, such election must be made at least six (6) months
prior to the retirement date. For example, a participant who retires on April 1,
1997, must make the deferral and/or installment election no later than December
31, 1996; if the retirement date is August 1, 1997, such election must be made
not later than January 31, 1997. Any such election to defer and/or receive
installment payments may only be revised or revoked prior to the last
permissible date for making such election. After such time the election may not
be revoked or otherwise revised.
An election to defer payment and/or be paid in installments is
effective only when timely filed with Extra Compensation Services on the form
utilized for such purpose. Any election made after the required deadline shall
be disregarded.
8. DEDUCTIONS FROM DISTRIBUTIONS. The Company will deduct from each
distribution amounts required to be withheld for income, Social Security and
other tax purposes. The Company may also deduct any amounts the participant owes
the Company for any reason.
9. BENEFICIARY DESIGNATIONS. A participant may designate one or more
beneficiaries to receive the value of his/her Income Deferral Account upon
death. Should a beneficiary predecease the participant, or should a beneficiary
not be named, the amount designated for such beneficiary or the participant's
balance, as the case may be, will be distributed to the participant's Estate.
Beneficiary designations may be made or revised at any time by submitting a
Beneficiary Designation Form to Extra Compensation Services.
<PAGE> 7
7
10. AMENDMENTS. The Committee may amend this Plan at any time. However,
such amendment shall not without the consent of a participant, materially
adversely affect any right or obligation with respect to any Deferred Award made
theretofore.
11. MISCELLANEOUS. The Employer does not fund the obligations created
by the participant's participation in the Plan. Rather, the Employer makes an
unsecured promise to pay these obligations out of general corporate assets. This
applies to obligations for both active and retired participants.
In the first quarter of each calendar year, statements will be sent to
active participants participating in this Plan as well as to retirees with
Deferral Accounts. The statement will also include previously made deferral
elections and beneficiary designations. The report for retirees will provide the
deferred payout balance plus interest, as well as the deferred and/or
installment election and beneficiary designations.
This Plan is administered by the Extra Compensation Services Department
at the Corporate Headquarters of Employer. Questions in regard to the
administration of the Plan should be addressed to it.
AN ELECTION TO DEFER AND/OR BE PAID IN INSTALLMENTS SHOULD ONLY BE MADE
IN CONSULTATION WITH AN PARTICIPANT'S TAX AND/OR FINANCIAL ADVISOR.
<PAGE> 1
EXHIBIT 11
JOHNSON & JOHNSON AND SUBSIDIARIES
CALCULATION OF EARNINGS PER SHARE(A)
(DOLLARS AND SHARES IN MILLIONS EXCEPT PER SHARE FIGURES)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------------------------------------------
DECEMBER 28, DECEMBER 29, DECEMBER 31, JANUARY 1, JANUARY 2,
1997 1996 1995 1995 1994
------------ ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
1. Net Earnings........................ $ 3,303 2,887 2,403 2,006 1,787
-------- -------- -------- -------- --------
2. Average number of shares outstanding
during the year -- basic............ 1,336.0 1,332.6 1,291.9 1,286.1 1,303.5
-------- -------- -------- -------- --------
3. Earnings per share based upon
average outstanding shares (1 /
2).................................. $ 2.47 2.17 1.86 1.56 1.37
======== ======== ======== ======== ========
4. Diluted earnings per share:
a. Average number of shares
outstanding during the
year -- basic.................. 1,336.0 1,332.6 1,291.9 1,286.1 1,303.5
b. Shares issuable under stock
compensation agreements at
year-end....................... -- -- -- -- --
c. Shares reserved under the stock
option plans for which the
average market price during the
period exceeds the option
price.......................... 68.1 71.6 62.8 50.7 52.2
d. Aggregate proceeds to the
Company from the exercise of
options in 4c.................. 2,024 2,154 1,273 919 871
e. Average market price of the
Company's common stock during
the period..................... 59.19 48.08 34.14 23.21 21.46
f. Shares which could be
repurchased under the treasury
stock method (4d / 4e)......... 34.2 44.8 37.3 39.6 40.6
g. Addition to average outstanding
shares (4b + 4c - 4f).......... 33.9 26.8 25.5 11.1 11.6
h. Shares for diluted earnings per
share calculation (4a + 4g).... 1,369.9 1,359.4 1,317.4 1,297.2 1,315.1
======== ======== ======== ======== ========
i. Diluted earnings per share (1 /
4h)............................ $ 2.41 2.12 1.82 1.55 1.36
======== ======== ======== ======== ========
</TABLE>
- - ---------------
(A) Prior periods have been restated to reflect the Statement of Financial
Accounting Standards No. 128. All share and per share amounts have also been
restated to reflect prior year stock splits.
16
<PAGE> 1
EXHIBIT 12
JOHNSON & JOHNSON AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------------------------------------------
DECEMBER 28, DECEMBER 29, DECEMBER 31, JANUARY 1, JANUARY 2,
1997 1996 1995 1995 1994
------------ ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Determination of Earnings:
Earnings Before Provision for
Taxes on Income............. $4,576 4,033 3,317 2,681 2,332
Fixed Charges.................. 198 204 219 234 211
------ ------ ----- ----- -----
Total Earnings as
Defined.............. $4,774 4,237 3,536 2,915 2,543
====== ====== ===== ===== =====
Fixed Charges and Other:
Rents.......................... 78 79 76 92 85
Interests...................... 120 125 143 142 126
------ ------ ----- ----- -----
Fixed Charges.......... 198 204 219 234 211
Capitalized Interest........... 40 55 70 44 48
------ ------ ----- ----- -----
Total Fixed Charges.... $ 238 259 289 278 259
====== ====== ===== ===== =====
Ratio of Earnings to Fixed
Charges........................ 20.06 16.36 12.24 10.49 9.82
====== ====== ===== ===== =====
</TABLE>
- - ---------------
(1) The ratio of earnings to fixed charges represents the historical ratio of
the Company and is calculated on a total enterprise basis. The ratio is
computed by dividing the sum of earnings before provision for taxes and
fixed charges (excluding capitalized interest) by fixed charges. Fixed
charges represent interest (including capitalized interest) and amortization
of debt discount and expense and the interest factor of all rentals,
consisting of an appropriate interest factor on operating leases.
17
<PAGE> 1
Contents
26 Management's Discussion and
Analysis of Results
32 Consolidated Financial Statements
35 Notes to Consolidated Financial
Statements
43 Report of Management
43 Independent Auditor's Report
44 Segments of Business and
Geographic Areas
45 Summary of Operations and
Statistical Data 1987-1997
Financials
25
<PAGE> 2
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Overview
Record sales of $22.63 billion reinforced the Company's position as the world's
most comprehensive and broadly-based manufacturer of health care products. Sales
increased by 4.7% over 1996, despite the impact of the stronger dollar which
depressed sales growth by 4.0%. This marked the sixty-fifth consecutive year of
positive sales growth. The Company also achieved record profitability as
earnings grew to $3.3 billion, up 14.4% over 1996 and posted a record net income
margin for 1997 of 14.6%. The solid performance of new products introduced over
the past few years as well as cost efficiencies have enabled the Company to
attain these record sales and profitability levels.
The Company's investment in research and development continues to drive
the growth in new products. During 1997, the Company invested $2.14 billion, or
9.5% of sales, in research and development, the highest level in the Company's
history. This spending emphasizes the Company's commitment to achieving
significant advances in health care through the discovery and development of
innovative, knowledge based, cost effective products that prolong and enhance
the quality of life.
During 1997, the Company continued initiatives to streamline its
businesses worldwide and to make the organization more cost efficient. The 1997
gross profit margin improved from 67.5% to 68.4%, while selling, marketing and
administrative expenses as a percent to sales continued to fall from 38.8% to
38.5%. Over the past two years, the improvement in gross margins and reduced
operating expenses has resulted in cost savings of nearly $600 million on an
annual basis.
Earnings in 1997 generated $4.34 billion in cash from operations. When
combined with $3.89 billion in cash generated from operations in 1996, this
total of $8.23 billion in cash financed capital investments and all of the
Company's cash requirements during the past two years. This enabled the Company
to reduce net debt by $2.12 billion to a net cash position (cash and current
marketable securities net of debt) of $1.06 billion.
The worldwide health care market continues to be transformed as customers
have become more knowledgeable and demand even greater value. Simultaneously,
the market place has become increasingly more competitive. The Company believes
that it is well positioned to meet these challenges by providing innovative and
unique products through its commitment to research and development.
Additionally, our organizational structure of decentralized management and
dedicated employees along with our strong Credo values will enable us to provide
our customers with innovative products and services that create value.
Sales and Earnings
In 1997, worldwide sales increased 4.7% to $22.63 billion compared to increases
of 14.7% and 19.8% in 1996 and 1995, respectively. Excluding the impact of
foreign currencies, worldwide sales increased 8.7%, 16.5%, and 16.7% in 1997,
1996 and 1995, respectively.
Sales to Customers
- - --------------------------------------------------------------------------------
Millions of Dollars
[Graphic Omitted]
Worldwide net earnings for 1997 were $3.3 billion, reflecting a 14.4%
increase over 1996. Worldwide basic net earnings per share for 1997 equaled
$2.47, compared with $2.17 for 1996, adjusted to reflect the 1996 two-for-one
stock split, an increase of 13.8%. Worldwide diluted net earnings per share were
$2.41, compared with 1996 diluted net earnings per share of $2.12, adjusted to
reflect the 1996 two-for-one stock split, an increase of 13.7%. The net income
margin for 1997 was 14.6%, the highest in the Company's history.
Worldwide net earnings for 1996 were $2.89 billion, or basic net earnings
per share of $2.17 on a split-adjusted basis, representing increases over 1995
of 20.1% and 16.7%, respectively. Diluted net earnings per share were $2.12 for
1996 representing an increase of 16.5% over 1995. In 1995, worldwide net
earnings were $2.4 billion, or basic net earnings per share of $1.86 on a
split-adjusted basis, representing increases over 1994 of 19.8% and 19.2%,
respectively. Diluted net earnings per share were $1.82 for 1995 representing an
increase of 18.2% over 1994.
Average shares of common stock outstanding in 1997 were 1.34 billion
compared with 1.33 billion and 1.29 billion in 1996 and 1995, respectively, on a
split-adjusted basis.
Net Earnings
- - --------------------------------------------------------------------------------
Millions of Dollars
[Graphic Omitted]
Sales by domestic companies were $11.76, $10.9 and $9.19 billion in 1997,
1996 and 1995, representing increases of 7.9%, 18.6% and 17.6%, respectively.
The increase in domestic sales in 1997 was driven by the strong performance of
products introduced in the past few years and the continued expansion of base
businesses.
Sales by international companies were $10.87, $10.72 and $9.65 billion in
1997, 1996 and 1995, representing increases of 1.4%, 11.1% and 21.8%,
respectively. Excluding the impact of the relative strength or weakness of the
dollar over the past three years compared to international currencies,
international company sales increased 9.5%, 14.6% and 15.6% in 1997, 1996 and
1995, respectively.
26
<PAGE> 3
All geographic areas throughout the world posted strong operational gains
during 1997. Excluding the effect of the stronger U.S. dollar on foreign
currencies, sales increased 6.8% in Europe, 7.2% in the Western Hemisphere
(excluding the U.S.) and 17.6% in the Asia-Pacific, Africa regions.
The Company achieved an annual compound growth rate of 10.9% for worldwide
sales for the ten-year period since 1987 with domestic and international sales
growing at rates of 10.9% and 11.0%, respectively. For the same ten-year period,
worldwide net earnings achieved an annual growth rate of 14.8%, while basic
earnings per share grew at a rate of 15.2%. For the last five years, excluding
the cumulative effects of accounting changes in 1992, annual compound growth
rates for sales, net earnings and basic earnings per share were 10.5%, 15.2% and
14.9%, respectively.
Common Stock Market Prices
The Company's common stock is listed on the New York Stock Exchange under the
symbol JNJ. The approximate number of shareowners of record at year-end 1997 was
156,800. The composite market price ranges for Johnson & Johnson common stock
during 1997 and 1996, adjusted to reflect the 1996 two-for-one stock split,
were:
<TABLE>
<CAPTION>
1997 1996
------------------------------------------------------
High Low High Low
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First quarter $62 3/4 48 5/8 50 1/4 41 5/8
Second quarter 66 7/8 51 1/8 50 3/4 42 7/8
Third quarter 65 7/8 55 1/8 53 3/8 44 1/8
Fourth quarter 67 5/16 52 5/8 54 47 1/8
Year-end close 64 7/8 50 1/2
</TABLE>
Cash Dividends Paid
The Company increased its dividends in 1997 for the thirty-fifth consecutive
year. Cash dividends paid were $.85 per share in 1997 compared with
split-adjusted dividends of $.735 and $.64 per share in 1996 and 1995,
respectively. The dividends were distributed as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
First quarter $.19 .165 .145
Second quarter .22 .19 .165
Third quarter .22 .19 .165
Fourth quarter .22 .19 .165
------------------------------------------
Total $.85 .735 .64
==========================================
</TABLE>
On January 2, 1998, the Board of Directors declared a regular cash dividend of
$.22 per share, paid on March 10, 1998 to shareowners of record on February 17,
1998.
The Company expects to continue the practice of paying regular cash
dividends.
Costs and Expenses
Research activities represent a significant part of the Company's business.
These expenditures relate to the development of new products, improvement of
existing products, technical support of products and compliance with
governmental regulations for the protection of the consumer. Worldwide costs of
research activities were as follows:
<TABLE>
<CAPTION>
(Millions of Dollars) 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Research expense $2,140 1,905 1,634
Percent increase over
prior year 12.3% 16.6% 27.9%
Percent of sales 9.5 8.8 8.7
</TABLE>
Research expense as a percent of sales for the Pharmaceutical segment was
16.7%, 15.2% and 15.3% in 1997, 1996 and 1995, respectively, while averaging
5.5%, 5.6% and 5.4% in the other two segments.
Research Expense
- - --------------------------------------------------------------------------------
Millions of Dollars
[Graphic Omitted]
Advertising expenses worldwide, which are comprised of television, radio and
print media, were $1.26 billion in 1997, $1.26 billion in 1996 and $1.03 billion
in 1995. Additionally, significant expenditures were incurred for promotional
activities such as couponing and performance allowances.
The Company believes that its operations comply in all material respects
with applicable environmental laws and regulations. The Company or its
subsidiaries are parties to a number of proceedings brought under the
Comprehensive Environmental Response, Compensation, and Liability Act, commonly
known as Superfund, and comparable state laws, in which the primary relief
sought is the cost of past and future remediation. While it is not feasible to
predict or determine the outcome of these proceedings, in the opinion of the
Company, such proceedings would not have a material adverse effect on the
results of operations, cash flows or financial position of the Company.
Statement of Position No. 96-1, "Environmental Remediation Liabilities,"
requires that environmental remediation liabilities be accrued when the criteria
of Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 5, "Accounting for Contingencies," are met. The new standard that
was adopted in 1997 has not had a material effect on the Company's results of
operations, cash flows or financial position.
Worldwide sales do not reflect any significant degree of seasonality;
however, spending has been heavier in the fourth quarter of each year than in
other quarters. This reflects increased spending decisions, principally for
advertising and research grants.
The worldwide effective income tax rate was 27.8% in 1997, 28.4% in 1996
and 27.6% in 1995. The decrease in the 1997 worldwide effective tax rate was
primarily due to a greater proportion of taxable income derived from lower tax
rate countries. See page 37 for additional information.
A summary of operations and related statistical data for the years
1987-1997 can be found on page 45.
27
<PAGE> 4
Distribution of Sales Revenues
The distribution of sales revenues for 1997, 1996 and 1995 were:
<TABLE>
<CAPTION>
1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Employment costs 23.8% 24.4% 25.0%
Cost of materials
and services 50.8 51.8 52.3
Depreciation and
amortization of property
and intangibles 4.7 4.6 4.5
Taxes other than payroll 6.1 5.8 5.4
Earnings reinvested
in business 9.6 8.9 8.4
Cash dividends paid 5.0 4.5 4.4
</TABLE>
Liquidity and Capital Resources
Cash generated from operations and selected borrowings provide the major sources
of funds for the growth of the business, including working capital, additions to
property, plant and equipment and acquisitions. Cash and current marketable
securities totaled $2.9 billion at the end of 1997 as compared with $2.14
billion at the end of 1996.
Total unused credit available to the Company approximates $3.2 billion,
including $1.2 billion of credit commitments with various worldwide banks, $800
million of which expires on October 2, 1998 and $400 million on October 6, 2002.
The Company issued no medium term notes or public long-term debt during
1997. At December 28, 1997, the Company had $2.29 billion remaining on its shelf
registration of $2.59 billion. A summary of borrowings can be found on page 36.
Total borrowings at the end of 1997 and 1996 were $1.84 billion and $2.28
billion, respectively. In 1997 net cash (cash and current marketable securities
net of debt) was $1.06 billion. In 1996 net debt (debt net of cash and current
marketable securities) was $146 million. Total debt represented 13.0% and 17.4%
of total capital (shareowners' equity and total debt) in 1997 and 1996,
respectively. Shareowners' equity per share at the end of 1997 was $9.19
compared with $8.13 at year-end 1996, an increase of 13.0%.
Financial Instruments
The Company uses financial instruments to manage the impact of interest rate and
foreign exchange rate changes on earnings and cash flows. Accordingly, the
Company enters into forward foreign exchange contracts to protect the value of
existing foreign currency assets and liabilities and to hedge future foreign
currency product costs. Gains or losses on these contracts are offset by the
gain or loss on the underlying transaction. A 10% appreciation of the U.S.
Dollar from December 28, 1997 market rates would increase the unrealized value
of the Company's forward contracts by $178 million. Conversely, a 10%
depreciation of the U.S. Dollar from December 28, 1997 market rates would
decrease the unrealized value of the Company's forward contracts by $216
million. In either scenario, the gain or loss on the forward contract is offset
by the gain or loss on the underlying transaction and therefore has no impact on
future earnings and cash flows.
The Company also enters into interest rate and currency swap contracts to
manage the Company's exposure to interest rate changes and hedge foreign
currency denominated debt. The impact of a 1% change in interest rates on the
Company's interest rate sensitive financial instruments is immaterial.
The Company does not enter into financial instruments for trading or
speculative purposes. Further, the Company has a policy of only entering into
contracts with parties that have at least an "A" (or equivalent) credit rating.
The counterparties to these contracts are major financial institutions and the
Company does not have significant exposure to any one counterparty. Management
believes the risk of loss is remote and in any event would be immaterial. See
pages 36, 40 and 41 for additional information.
Changing Prices and Inflation
Johnson & Johnson is aware that its products are used in a setting where, for
more than a decade, policymakers, consumers, and businesses have expressed
concern about the rising cost of health care. In response to these concerns,
Johnson & Johnson has a long standing policy of pricing products responsibly.
For the period 1980-1996, in the United States, the weighted average compound
annual growth rate of Johnson & Johnson price increases for health care products
(prescription and over-the-counter drugs, hospital and professional products)
was below the U.S. Consumer Price Index (CPI) for the period. This was true
again in 1997.
Inflation rates, even though moderate in many parts of the world during
1997, continue to have an effect on worldwide economies and, consequently, on
the way companies operate. In the face of increasing costs, the Company strives
to maintain its profit margins through cost reduction programs, productivity
improvements and periodic price increases.
Year 2000
The Company has reviewed its critical information systems for YEAR 2000
compliance and has initiated plans to remedy any deficiencies in a timely
manner. As a result of the review and action plan, the Company believes the cost
of such reme-dial corrective actions are not material to the Company's financial
position, results of operations or cash flows.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income" that
establishes standards for reporting and display of an alternative income
measurement and its components in a full set of general-purpose financial
statements. This statement is effective for fiscal years beginning after
December 15, 1997. The Company will adopt SFAS 130 in 1998.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 "Disclosures about Segments of an
Enterprise and Related Information" that establishes standards for the reporting
of
28
<PAGE> 5
information about operating segments in annual financial statements.
Additionally, it requires that enterprises report selected information about
operating segments in interim financial reports issued to shareowners. This
statement is effective for periods beginning after December 15, 1997 and the
Company will adopt SFAS 131 for fiscal year 1998.
Segments of Business
Financial information for the Company's three worldwide business segments is
summarized below. Refer to page 44 for additional information on segments of
business.
Sales by Segment of Business
- - --------------------------------------------------------------------------------
Millions of Dollars
[Graphic Omitted]
[The following information was represented as a bar graph
in the printed material.]
<TABLE>
<CAPTION>
1995 1996 1997
<S> <C> <C> <C>
Consumer 30.9% 29.4% 28.7%
Pharmaceutical 33.3 33.3 34.0
Professional 35.8 37.3 37.3
$18,842 $21,620 $22,629
</TABLE>
<TABLE>
<CAPTION>
Sales Increase
------------------
(Millions of Dollars) 1997 1996 Amount Percent
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Consumer $ 6,498 6,364 134 2.1%
Pharmaceutical 7,696 7,188 508 7.1
Professional 8,435 8,068 367 4.5
-------------------------------
Worldwide total $22,629 21,620 1,009 4.7%
===============================
</TABLE>
Operating Profit by Segment of Business
- - --------------------------------------------------------------------------------
Millions of Dollars
[Graphic Omitted]
[The following information was represented as a bar graph
in the printed material.]
<TABLE>
<CAPTION>
1995 1996 1997
<S> <C> <C> <C>
Consumer 8.3% 8.5% 11.7%
Pharmaceutical 58.0 58.2 55.9
Professional 33.7 33.3 32.4
$3,574 $4,254 $4,777
</TABLE>
<TABLE>
<CAPTION>
Operating Profit Percent of Sales
----------------
(Millions of Dollars) 1997 1996 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Consumer $ 558 361 8.6% 5.7%
Pharmaceutical 2,669 2,477 34.7 34.5
Professional 1,550 1,416 18.4 17.6
-------------------
Worldwide total 4,777 4,254 21.1 19.7
Expenses not
allocated to
segments (201) (221) (.9) (1.0)
-------------------
Earnings before
taxes on income $ 4,576 4,033 20.2% 18.7%
===================
</TABLE>
Consumer
The Consumer segment's principal products are personal care and hygienic
products, including oral and baby care products, first aid products,
nonprescription drugs, sanitary protection products and adult skin and hair care
products. Major brands include ACT Fluoride Rinse; BAND-AID Brand Adhesive
Bandages; CAREFREE Panty Shields; JOHNSON'S CLEAN & CLEAR skin care products;
IMODIUM A-D, an antidiarrheal; JOHNSON'S Baby line of products; JOHNSON's pH 5.5
skin and hair care products; MONISTAT, a remedy for vaginal yeast infections;
MYLANTA gastrointestinal products and PEPCID AC Acid Controller from the Johnson
& Johnson o Merck Consumer Pharmaceuticals Co.; NEUTROGENA skin and hair care
products; NICOTROL smoking cessation products; o.b. Tampons; PENATEN and NATUSAN
baby care products; PIZ BUIN and SUNDOWN sun care products; REACH toothbrushes;
RoC skin care products; SHOWER TO SHOWER personal care products; STAYFREE and
SURE & NATURAL sanitary protection products; and the broad family of TYLENOL
acetaminophen products. These products are marketed principally to the general
public and distributed both to wholesalers and directly to independent and chain
retail outlets.
Consumer segment sales in 1997 were $6.5 billion, an increase of 2.1% over
1996. Sales by domestic companies accounted for 49.9% of the total segment,
while international companies accounted for 50.1%. This growth was led by strong
performance in the NEUTROGENA, RoC and CLEAN & CLEAR skin care franchises as
well as adult and children's MOTRIN, IMODIUM Advanced Formula and LACTAID.
During the year, the Company announced a licensing agreement with Raisio Group
of Finland for the North American marketing rights (as well as a letter of
intent for the worldwide marketing rights) to a dietary ingredient, stanol
ester, which is patented for use in reducing cholesterol. The Company also
established an alliance with Takeda Chemical Industries in Japan for the sale
and distribution of OTC products beginning with several forms of TYLENOL.
Consumer segment sales in 1996 were $6.36 billion, an increase of 9.1%
over 1995. Sales by domestic companies accounted for 49.7% of the total segment,
while international companies accounted for 50.3%. The sales growth was led by
the strong performance of the OTC pharmaceutical business. PEPCID AC, a product
of the Johnson & Johnson o Merck Consumer Pharmaceuticals Co., and TYLENOL,
despite heavy competition, remain the dominant brands in their respective
categories. A strong performance by the adult skin and hair care franchise,
which includes the Neutrogena and RoC businesses, also contributed to the growth
in sales.
Consumer segment sales in 1995 were $5.83 billion, an increase of 11% over
1994. Sales by domestic companies accounted for 49% of the total segment, while
international companies accounted for 51%. Growth was led by the addition of the
Neutrogena line of high quality skin and hair care products, which was acquired
in the third quarter of 1994; the U.S. launch of PEPCID AC Acid Controller, by
Johnson & Johnson o Merck Consumer Pharmaceuticals Co., and continued growth in
international markets, most notably Brazil. In addition to PEPCID AC, Children's
MOTRIN, a nonprescription children's fever and pain reliever that lasts up to
eight hours, was introduced as an over-the-counter product.
Acquisitions and divestitures during 1997 and 1996 are described in more
detail on page 41.
Pharmaceutical
The Pharmaceutical segment represents over 50% of the Company's operating profit
for all segments. This segment's principal worldwide franchises are in the
allergy, antibacterial, antifungal, antianemia, central nervous system,
contraceptive, dermatology, gastrointestinal, and pain management
29
<PAGE> 6
fields. These products are distributed both directly and through wholesalers for
use by health care professionals and the general public.
Prescription drugs include DURAGESIC, a transdermal patch for chronic
pain; EPREX (sold in the U.S. as PROCRIT), a biotechnology derived version of
the human hormone erythropoietin, which stimulates red blood cell production;
ERGAMISOL, a colon cancer drug; FLOXIN and LEVAQUIN, both antibacterials;
HISMANAL, the once-a-day less sedating antihistamine; IMODIUM, an antidiarrheal;
LEUSTATIN, for hairy cell leukemia; MOTILIUM, a gastrointestinal mobilizer;
NIZORAL, SPORANOX and TERAZOL, antifungals; ORTHOCLONE OKT-3, for reversing the
rejection of kidney, heart and liver transplants, ORTHO-NOVUM group of oral
contraceptives; PREPULSID (sold in the U.S. as PROPULSID), a gastrointestinal
prokinetic; RETIN-A, a dermatological cream for acne; RENOVA, a dermatological
cream for photo aging; RISPERDAL, an antipsychotic drug; and ULTRAM, a centrally
acting prescription analgesic for moderate to moderately severe pain.
Johnson & Johnson markets more than 90 prescription drugs around the
world, with 50% of the sales generated outside the United States. Twenty-six
drugs sold by the Company had 1997 sales in excess of $50 million, with 17 of
them in excess of $100 million.
Pharmaceutical segment sales in 1997 were $7.7 billion, an increase of
7.1% over 1996. This growth reflects the strong performance of RISPERDAL,
PROCRIT, PROPULSID, ULTRAM, DURAGESIC, and LEVAQUIN, a new anti-infective
launched in 1997.
At year-end 1997, the Company received approval from the FDA for REGRANEX
(becaplermin), the first biologic treatment proven to increase the incidence of
healing in diabetic foot ulcers. This wound healing agent utilizes a
genetically-engineered human platelet-derived growth factor to actively
stimulate the body to grow new tissue.
In the fourth quarter, the Company announced a licensing agreement for the
rights to a novel class of compounds for the treatment of pain and inflammation.
These compounds include selective Cox-2 inhibitors and offer advantages over
currently available drugs that have gastrointestinal side effects.
Pharmaceutical segment sales in 1996 were $7.19 billion, an increase of
14.6% over 1995. Domestic sales advanced 24.4%, while international sales
advanced 7.2%. The worldwide growth was attributable to the outstanding
performances of PROCRIT, RISPERDAL, SPORANOX, PROPULSID, ULTRAM, and DURAGESIC.
Pharmaceutical segment sales in 1995 were $6.27 billion, an increase of
21.6% over 1994. Domestic sales advanced 25.9%, while international sales rose
18.6%. The worldwide sales growth reflected the outstanding performances of
RISPERDAL, PROPULSID, SPORANOX, DURAGESIC and PROCRIT. Additionally, ULTRAM,
launched in late March, was also an important contributor to sales growth.
Significant research activities continued in the Pharma-ceutical segment,
increasing to $1.28 billion in 1997, or $186 million over 1996. This represents
16.7% of 1997 Pharmaceutical sales and a compound annual growth rate of
approximately 15.0% for the five-year period since 1992.
Pharmaceutical research is led by two worldwide organizations, Janssen
Research Foundation, headquartered in Belgium and the R.W. Johnson
Pharmaceutical Research Institute, headquartered in the United States.
Additional research is conducted through a collaboration with the James Black
Foundation in London, England.
Professional
The Professional segment includes suture and mechanical wound closure products,
minimally invasive surgical instruments, diagnostic products, cardiology
products, medical equipment and devices, disposable contact lenses, surgical
instruments, joint replacements and products for wound management and infection
prevention. These products are used principally in professional fields by
physicians, nurses, therapists, hospitals, diagnostic laboratories and clinics.
Distribution to these markets is done both directly and through surgical supply
and other dealers.
Worldwide sales of $8.4 billion in the Professional segment represented an
increase of 4.5% over 1996. Sales growth continued to be fueled by the excellent
performance of Ethicon Endo-Surgery's minimally invasive surgical instruments,
Johnson & Johnson Professional's orthopaedic business, Vistakon's disposable
contact lenses and LifeScan's blood glucose monitoring systems. The
interventional cardiology market experienced growth in 1997 due in part to its
widely accepted use in the medical community as a standard of care. This growth
has attracted a number of new entrants to the market making it much more
challenging and competitive. The Asia-Pacific and Central Europe regions
contributed significantly to the overall increase in the Professional segment.
Of the 1997 Professional segment sales, domestic and international companies
accounted for 55% and 45% of the total, respectively.
There were several business combinations in the Professional segment
during 1997. These included Biopsys Medical, Inc., a maker of products for the
diagnosis and management of breast cancer; Biosense, Inc., a leader in medical
sensor technology for use in diagnostic and therapeutic interventional
procedures; Gynecare, Inc., a maker of minimally invasive medical devices for
the treatment of uterine disorders, and Innotech, Inc., a manufacturer of
equipment for high quality prescription eyeglass lenses.
At year-end 1997, three new products were approved for marketing by the
FDA. The Palmaz-Schatz Crown Stent, mounted on the PowerGrip Stent Delivery
System, was approved for use in treating plaque build-up and blockages in
coronary arteries. It offers significant flexibility in reaching difficult
lesions while retaining exceptional radial strength. Gynecare's ThermaChoice
Uterine Balloon Therapy System was approved for the treatment of excessive
menstrual bleeding in women. This eight-minute, minimally invasive, outpatient
procedure is a safe and effective alternative to hysterectomies and eliminates
the need for general anesthesia. In addition, Indigo's LaserOptic Treatment
System was approved for the treatment of symptoms of enlarged prostate in men,
otherwise known as benign prostatic hyperplasia. The system is a portable unit
that combines fiber
30
<PAGE> 7
optics with diode laser technology and allows the surgeon to quickly destroy a
precise area of the prostate.
In 1996, Professional segment sales increased 19.8% over 1995, to $8.07
billion. The sales growth includes the full year impact of the merger with
Cordis Corporation in early 1996, and the continued growth of the interventional
cardiology business. Strong growth in the Asia-Pacific region also contributed
to the increase in the Professional segment, as did excellent performances by
LifeScan's blood glucose monitors, Vistakon's disposable contact lenses, Ethicon
Endo-Surgery's minimally invasive surgical instruments and Johnson & Johnson
Professional's orthopaedic business. Of the 1996 Professional segment sales,
domestic and international companies accounted for 54.3% and 45.7% of the total,
respectively.
In 1995, Professional segment sales increased 26.5% over 1994, to $6.74
billion. Sales growth was fueled by the rapid market acceptance of the
PALMAZ-SCHATZ Coronary Stent due to its efficacy in reducing restenosis, the
recurring blockage of arteries following balloon angioplasty. LifeScan's blood
glucose monitoring systems, Vistakon's disposable contact lenses, Ethicon
Endo-Surgery's minimally invasive surgical instruments and Johnson & Johnson
Clinical Diagnostics, the diagnostic business acquired from Eastman Kodak in
November 1994.
Acquisitions and divestitures during 1997 and 1996 are described in more
detail on page 41.
Geographic Areas
The Company further categorizes its sales and operating profit by major
geographic area as presented for the years 1997 and 1996:
<TABLE>
<CAPTION>
Sales Increase
--------------------
(Millions of Dollars) 1997 1996 Amount Percent
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United States $11,757 10,899 858 7.9%
Europe 5,942 6,151 (209) (3.4)
Western Hemisphere
excluding U.S. 2,034 1,914 120 6.3
Asia-Pacific, Africa 2,896 2,656 240 9.0
-------------------------------
Worldwide total $22,629 21,620 1,009 4.7%
===============================
</TABLE>
<TABLE>
<CAPTION>
Operating Profit Percent of Sales
----------------
(Millions of Dollars) 1997 1996 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United States $2,952 2,405 25.1% 22.1%
Europe 1,314 1,382 22.1 22.5
Western Hemisphere
excluding U.S. 248 228 12.2 11.9
Asia-Pacific, Africa 263 239 9.1 9.0
------------------------------
Worldwide total $4,777 4,254 21.1% 19.7%
==============================
</TABLE>
Operating profit reported above is before deduction of taxes on income and
certain income and expense items not allocated to segments, such as interest
expense, minority interests and general corporate income and expense.
See page 44 for additional information on geographic areas.
Sales by Geographic Area of Business
- - --------------------------------------------------------------------------------
Millions of Dollars
[Graphic Omitted]
[The following information was represented as a bar graph
in the printed material.]
<TABLE>
<CAPTION>
1995 1996 1997
<S> <C> <C> <C>
United States 48.8% 50.4% 51.9%
Europe 29.6 28.4 26.3
Western Hemisphere excluding U.S. 9.2 8.9 9.0
Asia-Pacific, Africa 12.4 12.3 12.8
$18,842 $21,620 $22,629
</TABLE>
Operating Profit by Geographic Area of Business
- - --------------------------------------------------------------------------------
Millions of Dollars
[Graphic Omitted]
[The following information was represented as a bar graph
in the printed material.]
<TABLE>
<CAPTION>
1995 1996 1997
<S> <C> <C> <C>
United States 52.4% 56.5% 61.8%
Europe 35.4 32.5 27.5
Western Hemisphere excluding U.S. 5.5 5.4 5.2
Asia-Pacific, Africa 6.7 5.6 5.5
$3,574 $4,254 $4,777
</TABLE>
Description of Business
The Company, which employees 90,500 employees worldwide, is engaged in the
manufacture and sale of a broad range of products in the health care field in
virtually all countries of the world. The Company's primary interest, both
historically and currently, has been in products related to health and
well-being.
The Company is organized on the principle of decentralized management. The
Executive Committee of Johnson & Johnson is the principal management group
responsible for the operations of the Company. In addition, three Executive
Committee members are Chairmen of Group Operating Committees, which are
comprised of managers who represent key operations within the group, as well as
management expertise in other specialized functions. These Committees oversee
and coordinate the activities of domestic and international companies related to
each of the Consumer, Pharmaceutical and Professional businesses. Operating
management of each company is headed by a Chairman, President, General Manager
or Managing Director who reports directly or indirectly through a Company Group
Chairman.
In line with this policy of decentralization, each international
subsidiary is, with some exceptions, managed by citizens of the country where it
is located. The Company's international business is conducted by subsidiaries
manufacturing in 35 countries outside the United States and selling in over 175
countries throughout the world.
In all its product lines, the Company competes with companies both large
and small, located in the U.S. and abroad. Competition is strong in all lines
without regard to the number and size of the competing companies involved.
Competition in research, involving the development of new products and processes
and the improvement of existing products and processes, is particularly
significant and results from time to time in product and process obsolescence.
The development of new and improved products is important to the Company's
success in all areas of its business. This competitive environment requires
substantial investments in continuing research and in multiple sales forces. In
addition, the winning and retention of customer acceptance of the Company's
consumer products involves heavy expenditures for advertising, promotion, and
selling.
31
<PAGE> 8
Consolidated Balance Sheet Johnson & Johnson and Subsidiaries
<TABLE>
<CAPTION>
At December 28, 1997 and December 29, 1996 (Dollars in Millions) (Note 1) 1997 1996
- - -------------------------------------------------------------------------------------------
Assets
- - -------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets
Cash and cash equivalents (Notes 1 and 16) $ 2,753 2,011
Marketable securities at cost (Note 16) 146 125
Accounts receivable trade, less allowances $358 (1996, $309) 3,329 3,251
Inventories (Notes 1 and 2) 2,516 2,498
Deferred taxes on income (Note 6) 831 711
Prepaid expenses and other receivables 988 774
----------------
Total current assets 10,563 9,370
================
Marketable securities, non-current (Note 16) 385 351
Property, plant and equipment, net (Notes 1 and 3) 5,810 5,651
Intangible assets, net (Notes 1 and 5) 3,261 3,107
Deferred taxes on income (Note 6) 332 287
Other assets 1,102 1,244
----------------
Total assets $21,453 20,010
================
<CAPTION>
Liabilities and Shareowners' Equity
- - -------------------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities
Loans and notes payable (Note 4) $ 714 872
Accounts payable 1,753 1,743
Accrued liabilities 2,258 2,010
Accrued salaries, wages and commissions 332 322
Taxes on income 226 237
----------------
Total current liabilities 5,283 5,184
================
Long-term debt (Note 4) 1,126 1,410
Deferred tax liability (Note 6) 175 170
Certificates of extra compensation (Note 11) 126 108
Other liabilities 2,384 2,302
Shareowners' equity
Preferred stock-without par value
(authorized and unissued 2,000,000 shares) -- --
Common stock-par value $1.00 per share
(authorized 2,160,000,000 shares; issued 1,534,824,000 shares) 1,535 1,535
Note receivable from employee stock ownership plan (Note 14) (51) (57)
Cumulative currency translation adjustments (Note 7) (411) (122)
Retained earnings 12,694 11,012
----------------
13,767 12,368
Less common stock held in treasury, at cost
(189,687,000 and 202,340,000 shares) 1,408 1,532
----------------
Total shareowners' equity 12,359 10,836
================
Total liabilities and shareowners' equity $21,453 20,010
================
</TABLE>
See Notes to Consolidated Financial Statements
32
<PAGE> 9
Consolidated Statement of Earnings Johnson & Johnson and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in Millions Except Per Share Figures) (Note 1) 1997 1996 1995
- - ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales to customers $22,629 21,620 18,842
=========================
Cost of products sold 7,152 7,018 6,235
Selling, marketing and administrative expenses 8,715 8,394 7,462
Research expense 2,140 1,905 1,634
Interest income (203) (139) (115)
Interest expense, net of portion capitalized (Note 3) 120 125 143
Other expense, net 129 284 166
-------------------------
18,053 17,587 15,525
-------------------------
Earnings before provision for taxes on income 4,576 4,033 3,317
Provision for taxes on income (Note 6) 1,273 1,146 914
-------------------------
Net earnings $ 3,303 2,887 2,403
=========================
Basic net earnings per share (Note 1 and 19) $ 2.47 2.17 1.86
=========================
Diluted net earnings per share (Note 1 and 19) $ 2.41 2.12 1.82
=========================
</TABLE>
Consolidated Statement of Common Stock, Retained Earnings and Treasury Stock
<TABLE>
<CAPTION>
Common Stock Issued Treasury Stock
(Dollars in Millions; Shares in Thousands) ------------------- Retained ----------------
(Notes 1, 10 and 17) Shares Amount Earnings Shares Amount
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995 1,534,784 $1,535 $8,198 248,764 $2,503
================================================
Net earnings -- -- 2,403 -- --
Cash dividends paid (per share: $0.64) -- -- (827) -- --
Employee compensation and stock option plans -- -- (35) (9,152) (309)
Repurchase of common stock -- -- -- 9,164 322
Business combinations -- -- -- (9,312) (199)
Other 40 -- 4 -- --
------------------------------------------------
Balance, December 31, 1995 1,534,824 1,535 9,743 239,464 2,317
================================================
Net earnings -- -- 2,887 -- --
Cash dividends paid (per share: $0.735) -- -- (974) -- --
Employee compensation and stock option plans -- -- (185) (8,510) (389)
Repurchase of common stock -- -- -- 8,745 412
Business combinations -- -- (490) (37,359) (808)
Other -- -- 31 -- --
------------------------------------------------
Balance, December 29, 1996 1,534,824 1,535 11,012 202,340 1,532
================================================
Net earnings -- -- 3,303 -- --
Cash dividends paid (per share: $0.85) -- -- (1,137) -- --
Employee compensation and stock option plans -- -- (333) (11,175) (623)
Repurchase of common stock -- -- -- 10,520 628
Business combinations -- -- (112) (11,998) (129)
Other -- -- (39) -- --
------------------------------------------------
Balance, December 28, 1997 1,534,824 $1,535 $12,694 189,687 $1,408
================================================
</TABLE>
See Notes to Consolidated Financial Statements
33
<PAGE> 10
Consolidated Statement of Cash Flows Johnson & Johnson and Subsidiaries
<TABLE>
<CAPTION>
(Dollars in Millions)(Note 1) 1997 1996 1995
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net earnings $ 3,303 2,887 2,403
Adjustments to reconcile net earnings to cash flows:
Depreciation and amortization of property and intangibles 1,067 1,009 857
Deferred taxes (121) (3) (63)
Changes in assets and liabilities, net of effects from
acquisition of businesses:
Increase in accounts receivable, less allowances (318) (306) (265)
Increase in inventories (175) (242) (9)
Increase in accounts payable and accrued liabilities 460 245 617
(Increase) decrease in other current and non-current assets 10 (40) (294)
Increase in other current and non-current liabilities 117 341 136
-------------------------
Net cash flows from operating activities 4,343 3,891 3,382
=========================
Cash flows from investing activities
Additions to property, plant and equipment (1,391) (1,373) (1,256)
Proceeds from the disposal of assets 69 37 465
Acquisition of businesses, net of cash acquired (Note 17) (180) (233) (154)
Other, principally intangible assets (112) (123) (151)
-------------------------
Net cash used by investing activities (1,614) (1,692) (1,096)
=========================
Cash flows from financing activities
Dividends to shareowners (1,137) (974) (827)
Repurchase of common stock (628) (412) (322)
Proceeds from short-term debt 300 282 197
Retirement of short-term debt (182) (128) (634)
Proceeds from long-term debt 7 126 -
Retirement of long-term debt (504) (411) (260)
Proceeds from the exercise of stock options 225 149 112
-------------------------
Net cash used by financing activities (1,919) (1,368) (1,734)
=========================
Effect of exchange rate changes on cash and cash equivalents (68) (21) 13
-------------------------
Increase in cash and cash equivalents 742 810 565
Cash and cash equivalents, beginning of year (Note 1) 2,011 1,201 636
-------------------------
Cash and cash equivalents, end of year (Note 1) $ 2,753 2,011 1,201
=========================
<CAPTION>
- - -------------------------------------------------------------------------------------------------------
Supplemental cash flow data
Cash paid during the year for:
Interest, net of portion capitalized $ 91 113 137
Income taxes 1,431 1,210 1,071
Supplemental schedule of noncash investing and financing activities
Treasury stock issued for employee compensation and stock option plans,
net of cash proceeds $ 425 252 212
Acquisitions of businesses
Fair value of assets acquired $ 184 237 493
Fair value of liabilities assumed (4) (4) (37)
-------------------------
180 233 456
Treasury stock issued -- -- (302)
=========================
Net cash payments $ 180 233 154
=========================
</TABLE>
See Notes to Consolidated Financial Statements
34
<PAGE> 11
Notes to Consolidated Financial Statements Johnson & Johnson and Subsidiaries
1 Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Johnson & Johnson
and subsidiaries. Intercompany accounts and transactions are eliminated.
Cash Equivalents
The Company considers securities with maturities of three months or less, when
purchased, to be cash equivalents.
Revenue Recognition
The Company recognizes revenue from product sales when the goods are shipped and
title passes to the customer.
Inventories
Inventories are stated at the lower of cost (determined principally by the
first-in, first-out method) or market.
Depreciation of Property
The Company utilizes the straight-line method of depreciation for financial
statement purposes for all additions to property, plant and equipment placed in
service after January 1, 1989. Property, plant and equipment placed in service
prior to January 1, 1989 is generally depreciated using an accelerated method.
Intangible Assets
The excess of the cost over the fair value of net assets of purchased businesses
is recorded as goodwill and is amortized on a straight-line basis over periods
of 40 years or less. The cost of other acquired intangibles is amortized on a
straight-line basis over their estimated useful lives. The Company continually
evaluates the carrying value of goodwill and other intangible assets. Any
impairments would be recognized when the expected future operating cash flows
derived from such intangible assets is less than their carrying value.
Long-Lived Assets
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset in
question may not be recoverable. This standard, adopted in 1996, did not have a
material effect on the Com-pany's results of operations, cash flows or financial
position.
Financial Instruments
Gains and losses on foreign currency hedges of existing assets or liabilities,
or hedges of firm commitments, are deferred and recognized in income as part of
the related transaction.
Unrealized gains and losses on currency swaps which hedge third party debt
are classified in the balance sheet as other assets or liabilities. Interest
expense under these agreements, and the respective debt instruments that they
hedge, are recorded at the net effective interest rate of the hedged
transaction.
In the event of early termination of a currency swap contract that hedges
third party debt, the gain or loss on the swap contract is amortized over the
remaining life of the related transaction. If the underlying transaction
associated with a swap, or other derivative contract, is accounted for as a
hedge and is terminated early, the related derivative contract is terminated
simultaneously and any gains or losses would be included in income immediately.
Advertising
Costs associated with advertising are expensed in the year in- curred.
Advertising expenses worldwide, which are comprised of television, radio and
print media, were $1.26 billion, $1.26 billion and $1.03 billion in 1997, 1996
and 1995, respectively.
Income Taxes
The Company intends to continue to reinvest its undistributed international
earnings to expand its international operations; therefore, no tax has been
provided to cover the repatriation of such undistributed earnings. At December
28, 1997 and December 29, 1996 the cumulative amount of undistributed
international earnings was approximately $5.9 billion and $5.5 billion,
respectively.
Net Earnings Per Share
At year-end 1997, the Company adopted Statement of Financial Accounting
Standards No. 128 that requires the reporting of both basic and diluted earnings
per share. Basic earnings per share is computed by dividing net income available
to common shareowners by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. Prior periods have been restated
to reflect the new standard. All share and per share amounts have also been
restated to reflect prior year stock splits.
Risks and Uncertainties
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported. Actual results are not
expected to differ materially from those estimates.
Annual Closing Date
The Company follows the concept of a fiscal year which ends on the Sunday
nearest to the end of the month of December. Normally each fiscal year consists
of 52 weeks, but every five or six years, as will be the case in 1998, the
fiscal year consists of 53 weeks.
Reclassification
Certain prior year amounts have been reclassified to conform with current year
presentation.
2 Inventories
At the end of 1997 and 1996, inventories were comprised of:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and supplies $ 655 687
Goods in process 417 390
Finished goods 1,444 1,421
------------------
$2,516 2,498
==================
</TABLE>
35
<PAGE> 12
3 Property, Plant and Equipment
At the end of 1997 and 1996, property, plant and equipment at cost and
accumulated depreciation consisted of:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C>
Land and land improvements $ 407 339
Buildings and building equipment 2,895 2,892
Machinery and equipment 5,224 4,875
Construction in progress 918 917
------------------
9,444 9,023
------------------
Less accumulated depreciation 3,634 3,372
------------------
$5,810 5,651
==================
</TABLE>
The Company capitalizes interest expense as part of the cost of construction of
facilities and equipment. Interest expense capitalized in 1997, 1996 and 1995
was $40, $55 and $70 million, respectively.
Upon retirement or other disposal of fixed assets, the cost and related
amount of accumulated depreciation or amortization are eliminated from the asset
and reserve accounts, respectively. The difference, if any, between the net
asset value and the proceeds is adjusted to income.
4 Borrowings
The components of long-term debt are as follows:
<TABLE>
<CAPTION>
Eff. Eff.
(Dollars in Millions) 1997 Rate 1996 Rate
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8.72% Debentures due 2024 $ 300 8.72% 300 8.72%
6.73% Debentures due 2023 250 6.73 250 6.73
7 3/8% Eurodollar Notes
due 1997 -- -- 200 7.43
7 3/8% Notes due 2002 199 7.49 199 7.49
8.25% Eurodollar Notes
due 2004 199 8.37 199 8.37
9% European Currency
Unit Notes due 1997(1) -- -- 186 6.84
11 1/4% Italian Lire Notes
due 1998(1) 115 4.88 132 4.84
5% Deutsche Mark Notes
due 2001(3) 101 1.98 114 1.98
5 3/8% Swiss Franc Notes
due 1997(1) -- -- 112 4.64
4 1/2% Currency Indexed
Notes due 1998(1) 72 5.26 67 5.12
8.18% to 8.25% Medium Term
Notes due 1998 65 8.23 65 8.23
Industrial Revenue Bonds 57 5.77 61 5.62
Other, principally international 36 -- 32 --
------ -----
1,394 6.96(2) 1,917 6.80(2)
Less current portion 268 507
------ -----
$1,126 1,410
====== =====
</TABLE>
(1) The principal amounts of these debt issues include the effect of foreign
currency movements. Such debt was converted to fixed or floating rate U.S.
dollar liabilities via interest rate and currency swaps. Unrealized currency
gains (losses) on currency swaps are not included in the basis of the related
debt transactions and are classified in the balance sheet as other assets
(liabilities).
(2) Weighted average effective rate.
(3) Represents 5% Deutsche Mark notes due 2001 issued by a Japanese subsidiary
and converted to a 1.98% fixed rate yen note via an interest rate and currency
swap.
The Company has access to substantial sources of funds at numerous banks
worldwide. Total unused credit available to the Company approximates $3.2
billion, including $1.2 billion of credit commitments with various worldwide
banks, $800 million of which will expire on October 2, 1998 and $400 million on
October 6, 2002. Borrowings under the credit line agreements will bear interest
based on either bids provided by the banks, the prime rate or London Interbank
Offered Rates (LIBOR), plus applicable margins. Commitment fees under the
agreements are not material.
The Company's shelf registration filed with the Securities and Exchange
Commission enables the Company to issue up to $2.59 billion of unsecured debt
securities, and warrants to purchase debt securities, under its medium term note
(MTN) program. No MTN's were issued during 1997. At December 28, 1997, the
Company had $2.29 billion remaining on its shelf registration. The Company did
not issue any long-term public debt in 1997.
Short-term borrowings and current portion of long-term debt amounted to
$714 million at the end of 1997. These borrowings are composed of $115 million
equivalent of 11.25% Italian Lire notes, $72 million 4.5% currency indexed
notes, $65 million MTN's and $462 million of local borrowings, principally by
international subsidiaries.
Aggregate maturities of long-term obligations for each of the next five
years commencing in 1998 are:
<TABLE>
<CAPTION>
After
(Dollars in Millions) 1998 1999 2000 2001 2002 2002
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$268 18 6 105 203 794
</TABLE>
5 Intangible Assets
At the end of 1997 and 1996, the gross and net amounts of intangible assets,
consisting primarily of patents, trademarks and goodwill, were:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C>
Intangible assets $3,885 3,616
Less accumulated amortization 624 509
------------------
$3,261 3,107
==================
</TABLE>
6 Income Taxes
The provision for taxes on income consists of:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Currently payable:
U.S. taxes $ 939 662 509
International taxes 455 487 468
------------------------------
1,394 1,149 977
------------------------------
Deferred:
U.S. taxes (115) 28 (42)
International taxes (6) (31) (21)
------------------------------
(121) (3) (63)
------------------------------
$1,273 1,146 914
==============================
</TABLE>
Deferred income taxes are recognized for tax consequences of "temporary
differences" by applying enacted statutory tax rates, applicable to future
years, to differences between the financial reporting and the tax basis of
existing assets and liabilities.
36
<PAGE> 13
Temporary differences and carryforwards for 1997 are as follows:
<TABLE>
<CAPTION>
Deferred Tax
(Dollars in Millions) Asset Liability
- - --------------------------------------------------------------------------------
<S> <C> <C>
Postretirement benefits $ 284 --
Postemployment benefits 108 --
Employee benefit plans 135 --
Depreciation -- 268
Non-deductible intangibles -- 149
International R&D capitalized for tax 124 --
Reserves & liabilities 427 --
Income reported for tax purposes 197 --
Miscellaneous international 36 122
Miscellaneous U.S. 186 43
-------------------
Total deferred income taxes $ 1,497 582
===================
</TABLE>
A comparison of income tax expense at the federal statutory rate of 35% in 1997,
1996 and 1995, to the Company's effective tax rate is as follows:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Earnings before taxes on income $4,576 4,033 3,317
------------------------------
Statutory taxes $1,602 1,412 1,161
Tax rates:
Statutory 35.0% 35.0% 35.0%
Puerto Rico & Ireland operations (5.7) (6.3) (7.3)
Research tax credits (0.3) (0.3) (0.2)
Domestic state and local 1.0 1.6 1.2
International subsidiaries
excluding Ireland (2.7) (2.0) (1.7)
All other 0.5 0.4 0.6
------------------------------
Effective tax rate 27.8% 28.4% 27.6%
==============================
</TABLE>
The reduction in the 1997 worldwide effective tax rate was primarily due to a
greater proportion of taxable income derived from lower tax rate countries.
During 1997, the Company had subsidiaries operating in Puerto Rico under a
grant for tax relief expiring December 31, 2007. The Omnibus Budget
Reconciliation Act of 1993 includes a change in the tax code which will reduce
the benefit the Company receives from its operations in Puerto Rico by 60%
gradually over a five-year period. The Small Business Job Protection Act of 1996
repealed the Puerto Rico tax credit; however, the Company, as an existing credit
claimant, may claim the credit for an additional 10 year period. In addi-tion,
the Company has subsidiaries manufacturing in Ireland under an incentive tax
rate expiring on December 31, 2010.
7 International Currency Translation
For translation of its international currencies, the Company has determined that
the local currencies of its international subsidiaries are the functional
currencies except those in highly inflationary economies, which are defined as
those which have had compound cumulative rates of inflation of 100% or more
during the past three years.
In consolidating international subsidiaries, balance sheet currency
effects are recorded as a separate component of shareowners' equity. This equity
account includes the results of translating all balance sheet assets and
liabilities at current exchange rates, except for those located in highly
inflationary economies, principally Latin America, which are reflected in
operating results.
An analysis of the changes during 1997 and 1996 in the separate component
of shareowners' equity for cumulative currency translation adjustments follows:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C>
Beginning of year $(122) 148
Translation adjustments (289) (270)
-----------------
End of year $(411) (122)
=================
</TABLE>
Net currency transaction and translation gains and losses included in other
expense were after-tax losses of $27 million in 1997, after-tax gains of $2
million in 1996, and after-tax losses of $14 million in 1995.
8 International Subsidiaries
The following amounts are included in the consolidated financial statements for
international subsidiaries:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C>
Current assets $5,800 5,218
Current liabilities 2,479 2,470
Net property, plant and equipment 2,500 2,569
Parent company equity in net assets 6,491 6,103
Excess of parent company equity
over investments 5,828 5,460
</TABLE>
International sales to customers were $10,872, $10,721, and $9,652 million for
1997, 1996 and 1995, respectively.
9 Rental Expense and Lease Commitments
Rentals of space, vehicles, manufacturing equipment and office and data
processing equipment under operating leases amounted to approximately $235
million in 1997, $237 million in 1996 and $227 million in 1995.
The approximate minimum rental payments required under operating leases
that have initial or remaining noncancellable lease terms in excess of one year
at December 28, 1997 are:
<TABLE>
<CAPTION>
After
(Dollars in Millions) 1998 1999 2000 2001 2002 2002 Total
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$82 69 54 40 33 69 347
</TABLE>
Commitments under capital leases are not significant.
37
<PAGE> 14
10 Common Stock, Stock Option Plans and Stock Compensation Agreements
At December 28, 1997, the Company had stock option plans that may grant options
to employees and non-employee directors. Under the 1995 Employee Stock Option
Plan and the 1997 Non-Employee Directors' Plan, the Company may grant up to 56
million shares of common stock to its employees. The shares outstanding are from
the Company's 1986, 1991 and 1995 Employee Stock Option Plans, the 1997
Non-Employee Directors' Plan and the Mitek, Cordis, Biosense and Gynecare Stock
Option Plans.
Stock options expire in ten years from the date granted and vest over
service periods that range from two to six years. Shares available for future
grants amounted to 22.7 million, 32.9 million and 40.1 million in 1997, 1996 and
1995, respectively.
A summary of the status of the Company's stock option plans as of December
28, 1997, December 29, 1996 and December 31, 1995 and changes during the years
ending on those dates is presented below:
<TABLE>
<CAPTION>
Options Weighted Average
(Shares in Thousands) Outstanding* Exercise Price
- - --------------------------------------------------------------------------------
<S> <C> <C>
Balance at January 1, 1995 72,544 $19.50
Options granted 16,902 41.76
Options exercised (8,184) 12.43
Options cancelled/forfeited (2,638) 23.46
-------------------------------
Balance at December 31, 1995 78,624 24.89
Options granted 10,120 43.81
Options exercised (7,442) 16.13
Options cancelled/forfeited (2,231) 29.27
-------------------------------
Balance at December 29, 1996 79,071 28.01
Options granted 12,564 60.62
Options exercised (10,597) 16.80
Options cancelled/forfeited (2,193) 36.36
-------------------------------
Balance at December 28, 1997 78,845 $34.48
===============================
</TABLE>
* Adjusted to reflect the 1996 two-for-one stock split.
In January 1996, the Company adopted the provisions of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," that
calls for companies to measure employee stock compensation expense based on the
fair value method of accounting. However, as allowed by the Statement, the
Company elected the continued use of Accounting Principle Board (APB) Opinion
No. 25, "Accounting for Stock Issued to Employees," with pro forma disclosure of
net income and earnings per share determined as if the fair value method had
been applied in measuring compensation cost. Had the fair value method been
applied, net income would have been reduced by $30 million or $.02 basic
earnings per share in 1997 and $16 million or $.01 basic earnings per share in
1996. In 1995, net income would have been reduced by $2 million with no change
to basic earnings per share. These calculations only take into account the
options issued since January 1, 1995. The average fair value of options granted
during 1997, 1996 and 1995 was $17.50, $13.37 and $10.96, respectively. The fair
value was estimated using the Black-Scholes option pricing model based on the
weighted average assumptions of: risk-free interest rate of 5.89% for 1997,
6.11% for 1996 and 5.65% for 1995; volatility of 21.5% for 1997, 18.2% for 1996
and 17.8% for 1995; expected life of 5.3 years for 1997, 7 years for 1996 and
1995; and dividend yield of 1.43% for 1997, 1.48% for 1996 and 1.90% for 1995.
The following table summarizes stock options outstanding and exercisable
at December 28, 1997:
<TABLE>
<CAPTION>
(Shares in Thousands) Outstanding Exercisable
- - ------------------------------------------------------ -----------------
Average Average
Exercise Average Exercise Exercise
Price Range Options Life(a) Price Options Price
- - --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$8.00-$17.86 12,341 2.2 $13.83 12,340 $13.83
$18.28-$36.85 33,156 5.7 24.23 18,906 23.97
$37.70-$52.00 21,833 8.2 46.02 3,499 42.94
$52.13-$65.59 11,515 9.9 64.28 3 65.70
----------------------------------------------
$8.00-$65.59 78,845 6.5 $34.48 34,748 $22.28
==============================================
</TABLE>
(a) Average contractual life remaining in years
11 Certificates of Extra Compensation
The Company has a deferred compensation program for senior management and other
key personnel. The value of units awarded under the program is related to the
net asset value of the Company and historical earning power of its common stock.
Amounts earned under the program are payable only after employment with the
Company has ended.
12 Segments of Business and Geographic Areas
See page 44 for information on segments of business and geographic areas.
13 Retirement and Pension Plans
The Company sponsors various retirement and pension plans, including defined
benefit, defined contribution and termination indemnity plans, which cover most
employees worldwide.
Plan benefits are primarily based on the employee's compensation during
the last three to five years before retirement and the number of years of
service. The Company's objective in funding its domestic plans is to accumulate
funds sufficient to provide for all accrued benefits. International subsidiaries
have plans under which funds are deposited with trustees, annuities are
purchased under group contracts, or reserves are provided.
In certain countries other than the United States, the funding of pension
plans is not a common practice as funding provides no economic benefit.
Consequently, the Company has several pension plans which are not funded.
38
<PAGE> 15
Net pension expense for the Company's defined benefit plans for 1997, 1996
and 1995 included the following components:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost for benefits earned
during period $166 159 121
Interest cost on projected
benefit obligations 239 230 207
Actual return on plan assets (576) (403) (555)
Net amortization and deferral 304 175 310
Curtailment and settlement
losses (gains) 1 -- 25
----------------------------
Net periodic pension cost $134 161 108
============================
</TABLE>
The net periodic pension cost attributable to domestic plans and included above
was $50 million in 1997, $84 million in 1996 and $43 million in 1995.
The following tables provide the domestic assumptions and the range of
international assumptions, which are based on the economic environment of each
applicable country, used to develop net periodic pension cost and the actuarial
present value of projected benefit obligations:
<TABLE>
<CAPTION>
Domestic Pension Plans 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Expected long-term rate of
return on plan assets 9.0% 9.0% 9.0%
Weighted average discount rate 7.25 7.75 7.25
Rate of increase in
compensation levels 5.0 5.5 5.5
<CAPTION>
International Pension Plans
- - --------------------------------------------------------------------------------
Expected long-term rate of
return on plan assets 5.0-9.5% 5.0-10.0% 5.0-10.0%
Weighted average discount
rates 4.0-8.0 4.0-8.5 4.25-9.5
Rate of increase in
compensation levels 3.0-5.5 3.0-6.5 3.0-7.0
</TABLE>
The following table sets forth the actuarial present value of benefit
obligations and funded status at year-end 1997 and 1996 for the Company's
defined benefit plans:
<TABLE>
<CAPTION>
Year-end 1997 Year-end 1996
------------------------- --------------------------
Domestic International Domestic International
-------- --------------- -------- ---------------
Over- Under- Over- Under-
(Dollars in Millions) funded funded funded funded
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Plan assets at fair value, primarily stocks and bonds $2,454 1,127 113 2,195 1,043 92
Book reserves (prepaids) 322 (58) 253 284 (82) 256
------------------------------------------------------
Total assets and reserves 2,776 1,069 366 2,479 961 348
------------------------------------------------------
Actuarial present value of benefit obligations:
Vested benefits 1,971 703 252 1,723 666 254
Nonvested benefits 55 25 59 52 26 49
------------------------------------------------------
Accumulated benefit obligation 2,026 728 311 1,775 692 303
Effect of projected future salary increases 346 218 75 338 224 80
------------------------------------------------------
Projected benefit obligation 2,372 946 386 2,113 916 383
Assets and reserves in excess of (less than)
projected benefit obligation $ 404 123 (20) 366 45 (35)
======================================================
Components of assets and reserves in excess of
(less than) projected benefit obligation:
Unrecognized prior service cost $ (51) (35) (16) (45) (34) (16)
Unrecognized net gain (loss) 438 99 6 387 10 (6)
Unamortized net transition assets (liabilities) 10 59 (18) 16 69 (17)
Additional minimum liability 7 - 8 8 - 4
------------------------------------------------------
Total $ 404 123 (20) 366 45 (35)
======================================================
Assets and reserves in excess of accumulated
benefit obligation $ 750 341 55 704 269 45
======================================================
</TABLE>
39
<PAGE> 16
14 Savings Plan
The Company has voluntary 401(k) savings plans designed to enhance the existing
retirement programs covering eligible employees. The Company matches a
percentage of each employee's contributions consistent with the provisions of
the plan for which he/she is eligible.
In the U.S. salaried plan, one-third of the Company match is paid in
Company stock under an employee stock ownership plan (ESOP). In 1990, to
establish the ESOP, the Company loaned $100 million to the ESOP Trust to
purchase shares of Company stock on the open market. In exchange, the Company
received a note, the balance of which is recorded as a reduction of shareowners'
equity.
Total Company contributions to the plans were $58 million in 1997, $50
million in 1996 and $45 million in 1995.
15 Other Postretirement Benefits
The Company provides postretirement benefits, primarily health care, to all
domestic retired employees and their dependents. Most international employees
are covered by government-sponsored programs and the cost to the Company is not
significant. The Company does not fund retiree health care benefits in advance
and has the right to modify these plans in the future.
The net periodic postretirement benefit costs included the following
components:
<TABLE>
<CAPTION>
(Dollars in Millions) 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned
during the current year $17 16 12
Interest cost on accumulated
postretirement benefit
obligation 46 46 44
Actual return on plan assets (7) (6) (3)
Net amortization and deferral (1) 3 (7)
---------------------------
Net periodic postretirement
benefit cost $55 59 46
===========================
</TABLE>
The plans' status as of year-end 1997 and 1996 was as follows:
<TABLE>
<CAPTION>
Year-end
(Dollars in Millions) 1997 1996
- - --------------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $448 387
Fully eligible active participants 61 62
Other active participants 182 142
----------------
Accumulated postretirement
benefit obligation 691 591
Life insurance plan assets at
fair value 46 41
----------------
Accumulated postretirement benefit
obligation in excess of plans' assets 645 550
----------------
Unrecognized net gain 107 172
Unrecognized prior service gain 9 8
----------------
Accrued postretirement benefit cost $761 730
================
</TABLE>
The postretirement benefit obligation was determined by application of the terms
of the various plans, together with relevant actuarial assumptions. Health care
cost trends are projected at annual rates grading from 10% for employees under
age 65 and 7% for employees over age 65 down to 5% for both groups by the year
2008 and beyond. The effect of a 1% annual increase in these assumed cost trend
rates would increase the accumulated postretirement benefit obligation at
year-end by $85 million and the service and interest cost components of the net
periodic postretirement benefit cost for 1997 by a total of $9 million.
Assumptions used to develop net periodic postretirement benefit cost and
the actuarial present value of projected postretirement benefit obligations were
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Expected long-term rate of
return on plan assets 9.0% 9.0% 9.0%
Weighted average discount rate 7.25 7.75 7.25
Rate of increase in
compensation levels 5.0 5.5 5.5
</TABLE>
The Company also provides postemployment benefits to qualified former or
inactive employees. The Company does not fund these benefits and has the right
to modify these plans in the future.
16 Financial Instruments
Derivative Financial Instrument Risk
The Company uses derivative financial instruments to manage the impact of
interest rate and foreign exchange rate changes on earnings and cash flows. The
Company does not enter into financial instruments for trading or speculative
purposes.
The Company has a policy of only entering into contracts with parties that
have at least an "A" (or equivalent) credit rating. The counterparties to these
contracts are major financial institutions and the Company does not have
significant exposure to any one counterparty. Management believes the risk of
loss is remote and in any event would be immaterial.
Interest Rate and Foreign Exchange Risk Management
The Company uses interest rate and currency swaps to manage interest rate and
currency risk primarily related to borrowings. Interest rate and currency swap
agreements that hedge third party debt mature with these borrowings and are
described in Note 4.
The Company enters into forward foreign exchange contracts maturing within
five years to protect the value of existing foreign currency assets and
liabilities and to hedge future foreign currency product costs. The Company has
forward exchange contracts outstanding at year-end in various currencies,
principally in U.S. Dollars, Belgian Francs and Swiss Francs. In addition, the
Company has currency swaps outstanding, principally in U.S. Dollars, Belgian
Francs
40
<PAGE> 17
and French Francs. Unrealized gains and losses, based on dealer quoted market
prices, from hedging firm commitments are presented in the following table:
<TABLE>
<CAPTION>
1997
--------------------------------------
Notional
(Dollars in Millions) Amounts Gains Losses
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Forwards $4,830 177 37
Currency swaps 2,773 109 25
</TABLE>
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents and current and non-current
marketable securities approximates fair value of these instruments. In addition
the carrying amount of long-term investments, long-term debt, interest rate and
currency swaps (used to hedge third party debt) approximates fair value of these
instruments for 1997 and 1996.
The fair value of current and non-current marketable securities, long-term
debt and interest rate and currency swap agreements were estimated based on
quotes obtained from brokers for those or similar instruments. The fair value of
long-term investments were estimated based on quoted market prices at year-end.
Concentration of Credit Risk
The Company invests its excess cash in both deposits with major banks throughout
the world and other high quality short-term liquid money market instruments
(commercial paper, government and government agency notes and bills, etc.). The
Company has a policy of making investments only with commercial institutions
that have at least an "A" (or equivalent) credit rating. These investments
generally mature within six months and the Company has not incurred any related
losses.
The Company sells a broad range of products in the health care field in
most countries of the world. Concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers comprising the
Company's customer base. Ongoing credit evaluations of customers' financial
condition are performed and, generally, no collateral is required. The Company
maintains reserves for potential credit losses and such losses, in the
aggregate, have not exceeded management's expectations.
17 Mergers, Acquisitions and Divestitures
During 1997, certain businesses were merged with Johnson & Johnson at a value,
net of cash, of $737 million. The mergers have been accounted for as poolings of
interests; prior period financial statements have not been restated since the
effect of these mergers would not materially effect previously issued financial
statements. The 1997 mergers included Biopsys Medical, Inc., Biosense, Inc. and
Gynecare, Inc. Biopsys Medical, Inc. is an innovator and marketer of the
MAMMOTOME Breast Biopsy System. The MAMMOTOME System is a minimally invasive
procedure for breast cancer diagnosis, which requires only local anesthetic and
is performed on an outpatient basis. Biosense, Inc. is a leader in developing
medical sensor technology and is developing several applications that will
facilitate a variety of diagnostic and therapeutic interventional and
cardiovascular procedures. Gynecare, Inc. is the developer and marketer of
innovative, minimally invasive medical devices utilized in the treatment of
uterine disorders.
Certain businesses were acquired for $180 million during 1997 and the
purchase method of accounting was employed. The most significant 1997
acquisition was Innotech, Inc., a developer and marketer of eyeglass lens
products, desktop lens casting systems and related consumables that enable eye
care professionals and optical retailers to custom fabricate high quality
prescription eyeglass lenses at the point of sale.
The excess of purchase price over the estimated fair value of 1997
acquisitions amounted to $157 million. This amount has been allocated to
identifiable intangibles and goodwill. Pro forma information is not provided for
1997 since the impact of the acquisitions does not have a material effect on the
Company's results of operations, cash flows or financial position.
Divestitures in 1997 did not have a material effect on the Company's
results of operations, cash flows or financial position.
On February 23, 1996, Johnson & Johnson and Cordis Corporation completed
the merger between the two companies. Cordis is a leader in angiography and
angioplasty (balloon catheters). The merger has been accounted for as a pooling
of interests; however, prior period financial statements have not been restated
as the effect of reflecting data relating to this merger would not materially
effect previously issued financial statements.
Johnson & Johnson issued 2.2584 shares of stock, on a split-adjusted
basis, for each share of Cordis stock. The exchange ratio resulted from dividing
$109 (exchange value of Cordis shares) by the average of the closing prices for
Johnson & Johnson shares for the 10 days prior to the merger. At the time of the
merger, Cordis had approximately 17.6 million shares outstanding on a fully
diluted basis, resulting in a total value, net of cash, of approximately $1.8
billion.
During 1996 certain business were acquired for $233 million. The 1996
acquisitions include Indigo Medical, Inc., a pioneer in the use of advanced, low
cost diode lasers for interstitial thermotherapy and the exercise of our option
to purchase the trademarks of Lactaid, Inc., producer of the natural dairy
digestive supplement LACTAID.
The excess of purchase price over the estimated fair value of 1996
acquisitions amounted to $205 million. This amount has been allocated to
identifiable intangibles and goodwill. Pro forma information is not provided for
1996 as the impact of the acquisitions does not have a material effect on the
Company's results of operations, cash flows or financial position.
Divestitures in 1996 did not have a material effect on the Company's
results of operations, cash flows or financial position.
41
<PAGE> 18
18 Pending Legal Proceedings
The Company is involved in numerous product liability cases in the United
States, many of which concern adverse reactions to drugs and medical devices.
The damages claimed are substantial, and while the Company is confident of the
adequacy of the warnings which accompany such products, it is not feasible to
predict the ultimate outcome of litigation. However, the Company believes that
if any liability results from such cases, it will be substantially covered by
reserves established under its self-insurance program and by commercially
available excess liability insurance.
Additionally, the Company, along with numerous other pharmaceutical
manufacturers and distributors, is a defendant in a large number of individual
and class actions brought by retail pharmacies in state and federal courts under
the antitrust laws. These cases assert price discrimination and price-fixing
violations resulting from an alleged industry-wide agreement to deny retail
pharmacists price discounts on sales of brand name prescription drugs. The
Company believes the claims against the Company in these actions are without
merit and is defending them vigorously.
Further, the Company, together with another contact lens manufacturer, a
trade association and various individual defendants, is a defendant in several
consumer class actions and an action brought by multiple State Attorneys General
on behalf of consumers alleging violations of federal and state antitrust laws.
These cases assert that enforcement of the Company's long-standing policy of
selling contact lenses only to licensed eye care professionals is a result of an
unlawful conspiracy to eliminate alternative distribution channels from the
disposable contact lens market. The Company believes that these actions are
without merit and is defending them vigorously.
The Company is also involved in a number of patent, trademark and other
lawsuits incidental to its business.
The Company believes that the above proceedings in the aggregate would not
have a material adverse effect on its results of operations, cash flows or
financial position.
19 Earnings Per Share
The following is a reconciliation of basic net earnings per share to diluted net
earnings per share for the years ended December 28, 1997, December 29, 1996 and
December 31, 1995:
<TABLE>
<CAPTION>
(Shares in Millions) 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic net earnings per share $ 2.47 2.17 1.86
Average shares outstanding - basic 1,336.0 1,332.6 1,291.9
Potential shares exercisable
under stock option plans 68.1 71.6 62.8
Less: shares repurchased under
treasury stock method (34.2) (44.8) (37.3)
--------------------------------
Adjusted average shares
outstanding - diluted 1,369.9 1,359.4 1,317.4
Diluted earnings per share $ 2.41 2.12 1.82
================================
</TABLE>
20 Selected Quarterly Financial Data (Unaudited)
Selected unaudited quarterly financial data for the years 1997 and 1996 is
summarized below:
<TABLE>
<CAPTION>
1997 1996
(Dollars in Millions First Second Third Fourth First Second Third Fourth
Except Per Share Figures) Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Segment sales to customers
Consumer $1,683 1,612 1,585 1,618 1,619 1,544 1,583 1,618
Pharmaceutical 1,944 1,934 1,918 1,900 1,762 1,808 1,817 1,801
Professional 2,088 2,152 2,083 2,112 1,953 2,030 2,002 2,083
------------------------------------------------------------------------
Total sales 5,715 5,698 5,586 5,630 5,334 5,382 5,402 5,502
========================================================================
Gross margin 3,943 3,949 3,836 3,749 3,615 3,650 3,687 3,650
Earnings before provision for taxes
on income 1,302 1,294 1,197 783 1,124 1,119 1,059 731
Net earnings 909 909 855 630 790 791 750 556
========================================================================
Basic net earnings per share* $ .68 .68 .64 .47 .59 .60 .56 .42
========================================================================
Diluted net earnings per share* $ .66 .67 .63 .45 .58 .58 .55 .41
========================================================================
</TABLE>
*Adjusted to reflect the 1996 two-for-one stock split
42
<PAGE> 19
Report of Management
The management of Johnson & Johnson is responsible for the integrity and
objectivity of the accompanying financial statements and related information.
The statements have been prepared in conformity with generally accepted
accounting principles, and include amounts that are based on our best judgements
with due consideration given to materiality.
Management maintains a system of internal accounting controls monitored by
a corporate staff of professionally trained internal auditors who travel
worldwide. This system is designed to provide reasonable assurance, at
reasonable cost, that assets are safeguarded and that transactions and events
are recorded properly. While the Company is organized on the principles of
decentralized management, appropriate control measures are also evidenced by
well-defined organizational responsibilities, management selection, development
and evaluation processes, communicative techniques, financial planning and
reporting systems and formalized procedures.
It has always been the policy and practice of the Company to conduct its
affairs ethically and in a socially responsible manner. This responsibility is
characterized and reflected in the Company's Credo and Policy on Business
Conduct that are distributed throughout the Company. Management maintains a
systematic program to ensure compliance with these policies.
Coopers & Lybrand L.L.P., independent auditors, is engaged to audit our
financial statements. Coopers & Lybrand L.L.P. obtains and maintains an
understanding of our internal controls and conducts such tests and other
auditing procedures considered necessary in the circumstances to express their
opinion in the report that follows.
The Audit Committee of the Board of Directors, composed solely of outside
directors, meets periodically with the independent auditors, management and
internal auditors to review their work and confirm that they are properly
discharging their responsibilities. In addition, the independent auditors, the
General Counsel and the Vice President, Internal Audit are free to meet with the
Audit Committee without the presence of management to discuss the results of
their work and observations on the adequacy of internal financial controls, the
quality of financial reporting and other relevant matters.
/s/ Ralph S. Larsen /s/ Robert J. Darretta
Ralph S. Larsen Robert J. Darretta
Chairman, Board of Directors Vice President, Finance
and Chief Executive Officer and Chief Financial Officer
Independent Auditor's Report
To the Shareowners and Board of Directors of Johnson & Johnson:
We have audited the accompanying consolidated balance sheet of Johnson & Johnson
and subsidiaries as of December 28, 1997 and December 29, 1996, and the related
consolidated statement of earnings, consolidated statement of common stock,
retained earnings and treasury stock, and consolidated statement of cash flows
for each of the three years in the period ended December 28, 1997. These
financial statements are the responsibility of the Company'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 the 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 consolidated financial position of Johnson &
Johnson and subsidiaries as of December 28, 1997 and December 29, 1996, and the
results of its operations and its cash flows for each of the three years in the
period ended December 28, 1997, in conformity with generally accepted accounting
principles.
/s/ Cooper & Lybrand L.L.P.
New York, New York
January 19, 1998
43
<PAGE> 20
Segments of Business(1) Johnson & Johnson and Subsidiaries
<TABLE>
<CAPTION>
Sales to Customers(2)
-----------------------------------
(Dollars in Millions) 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Consumer-Domestic $ 3,240 3,166 2,858
International 3,258 3,198 2,973
-----------------------------------
Total 6,498 6,364 5,831
-----------------------------------
Pharmaceutical-Domestic 3,877 3,355 2,697
International 3,819 3,833 3,577
-----------------------------------
Total 7,696 7,188 6,274
-----------------------------------
Professional-Domestic 4,640 4,378 3,635
International 3,795 3,690 3,102
-----------------------------------
Total 8,435 8,068 6,737
-----------------------------------
Worldwide total $22,629 21,620 18,842
===================================
</TABLE>
<TABLE>
<CAPTION>
Operating Profit Identifiable Assets
---------------------- ----------------------
(Dollars in Millions) 1997 1996 1995 1997 1996 1995
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Consumer $ 558 361 298 4,749 4,877 4,858
Pharmaceutical 2,669 2,477 2,073 7,029 6,036 5,137
Professional 1,550 1,416 1,203 7,778 7,509 6,688
----------------------------------------------------
Segments total 4,777 4,254 3,574 19,556 18,422 16,683
Expenses not allocated to segments(3) (201) (221) (257)
General corporate 1,897 1,588 1,190
----------------------------------------------------
Worldwide total $4,576 4,033 3,317 21,453 20,010 17,873
====================================================
</TABLE>
<TABLE>
<CAPTION>
Additions to Property, Depreciation and
Plant & Equipment Amortization
--------------------- ------------------
(Dollars in Millions) 1997 1996 1995 1997 1996 1995
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Consumer $ 267 294 279 265 257 264
Pharmaceutical 460 445 451 267 265 229
Professional 573 594 501 495 446 335
--------------------------------------------------
Segments total 1,300 1,333 1,231 1,027 968 828
General corporate 91 40 25 40 41 29
--------------------------------------------------
Worldwide total $1,391 1,373 1,256 1,067 1,009 857
==================================================
</TABLE>
Geographic Areas
<TABLE>
<CAPTION>
Sales to Customers(2) Operating Profit Identifiable Assets
(Dollars in Millions) 1997 1996 1995 1997 1996 1995 1997 1996 1995
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
United States $11,757 10,899 9,190 2,952 2,405 1,872 10,014 9,267 8,481
Europe 5,942 6,151 5,573 1,314 1,382 1,267 6,788 6,452 5,643
Western Hemisphere excluding U.S. 2,034 1,914 1,731 248 228 195 1,193 1,133 1,074
Asia-Pacific, Africa 2,896 2,656 2,348 263 239 240 1,561 1,570 1,485
-------------------------------------------------------------------------
Segments total 22,629 21,620 18,842 4,777 4,254 3,574 19,556 18,422 16,683
Expenses not allocated
to segments(3) (201) (221) (257)
General corporate 1,897 1,588 1,190
-------------------------------------------------------------------------
Worldwide total $22,629 21,620 18,842 4,576 4,033 3,317 21,453 20,010 17,873
=========================================================================
</TABLE>
(1) See Management's Discussion and Analysis, pages 29 to 31, for a
description of the segments in which the Company does business.
(2) Export sales and intersegment sales are not significant. No single
customer represents 10% or more of total sales.
(3) Expenses not allocated to segments include interest expense, minority
interests and general corporate income and expense.
44
<PAGE> 21
Summary of Operations and Statistical Data 1987-1997 Johnson & Johnson and
Subsidiaries
<TABLE>
<CAPTION>
(Dollars in Millions Except Per Share Figures) 1997 1996 1995 1994 1993 1992
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sales to customers-Domestic $ 11,757 10,899 9,190 7,812 7,203 6,903
Sales to customers-International 10,872 10,721 9,652 7,922 6,935 6,850
------------------------------------------------------------------
Total sales 22,629 21,620 18,842 15,734 14,138 13,753
==================================================================
Cost of products sold 7,152 7,018 6,235 5,299 4,791 4,678
Selling, marketing and administrative expenses 8,715 8,394 7,462 6,350 5,771 5,671
Research expense 2,140 1,905 1,634 1,278 1,182 1,127
Interest income (203) (139) (115) (60) (80) (93)
Interest expense, net of portion capitalized 120 125 143 142 126 124
Other expense (income), net 129 284 166 44 16 39
------------------------------------------------------------------
18,053 17,587 15,525 13,053 11,806 11,546
------------------------------------------------------------------
Earnings before provision for taxes on income 4,576 4,033 3,317 2,681 2,332 2,207
Provision for taxes on income 1,273 1,146 914 675 545 582
------------------------------------------------------------------
Earnings before cumulative effect of accounting changes 3,303 2,887 2,403 2,006 1,787 1,625
Cumulative effect of accounting changes (net of tax) -- -- -- -- -- (595)
------------------------------------------------------------------
Net earnings $ 3,303 2,887 2,403 2,006 1,787 1,030
==================================================================
Percent of sales to customers 14.6 13.4 12.8 12.7 12.6 7.5(1)
Basic net earnings per share of common stock* $ 2.47 2.17 1.86 1.56 1.37 .78
==================================================================
Diluted net earnings per share of common stock* $ 2.41 2.12 1.82 1.55 1.36 .77
==================================================================
Percent return on average shareowners' equity 28.5 29.0 29.7 31.6 33.3 19.1(1)
==================================================================
Percent increase (decrease) over previous year:
Sales to customers 4.7 14.7 19.8 11.3 2.8 10.5
Basic net earnings per share 13.8 16.7 19.2 13.9 75.6(1) (29.1)(1)
==================================================================
Diluted net earnings per share 13.7 16.5 17.4 14.0 76.6(1) (28.7)(1)
==================================================================
Supplementary expense data:
Cost of materials and services(5) $ 11,484 11,204 9,852 7,952 7,033 6,857
Total employment costs 5,387 5,275 4,707 4,282 4,066 4,044
Depreciation and amortization 1,067 1,009 857 724 617 560
Maintenance and repairs(6) 265 281 252 217 202 210
Total tax expense(7) 1,843 1,699 1,433 1,142 968 1,000
Total tax expense per share(7)* 1.38 1.27 1.11 .89 .74 .76
==================================================================
Supplementary balance sheet data:
Property, plant and equipment, net $ 5,810 5,651 5,196 4,910 4,406 4,115
Additions to property, plant and equipment 1,391 1,373 1,256 937 975 1,103
Total assets 21,453 20,010 17,873 15,668 12,242 11,884
Long-term debt 1,126 1,410 2,107 2,199 1,493 1,365
==================================================================
Common stock information:*
Dividends paid per share $ .85 .735 .64 .565 .505 .445
Shareowners' equity per share $ 9.19 8.13 6.98 5.54 4.33 3.94
Market price per share (year-end close) $ 64 7/8 50 1/2 42 3/4 27 3/8 22 3/8 25 1/4
Average shares outstanding (millions) - basic 1,336.0 1,332.6 1,291.9 1,286.1 1,303.5 1,318.9
- diluted 1,369.9 1,359.4 1,317.4 1,297.2 1,315.1 1,336.9
Shareowners of record (thousands) 156.8 138.5 113.5 104.7 96.1 84.1
==================================================================
Employees (thousands) 90.5 89.3 82.3 81.5 81.6 84.9
==================================================================
<CAPTION>
(Dollars in Millions Except Per Share Figures) 1991 1990 1989 1988 1987
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales to customers-Domestic 6,248 5,427 4,881 4,576 4,167
Sales to customers-International 6,199 5,805 4,876 4,424 3,845
---------------------------------------------------
Total sales 12,447 11,232 9,757 9,000 8,012
===================================================
Cost of products sold 4,204 3,937 3,480 3,292 2,958
Selling, marketing and administrative expenses 5,099 4,469 3,897 3,630 3,228
Research expense 980 834 719 674 617
Interest income (88) (98) (87) (72) (95)
Interest expense, net of portion capitalized 129 201(4) 141 104 116
Other expense (income), net 85 266(4) 93 (24) (5)
---------------------------------------------------
10,409 9,609 8,243 7,604 6,819
---------------------------------------------------
Earnings before provision for taxes on income 2,038 1,623 1,514 1,396 1,193
Provision for taxes on income 577 480 432 422 360
---------------------------------------------------
Earnings before cumulative effect of accounting changes 1,461 1,143 1,082 974 833
Cumulative effect of accounting changes (net of tax) -- -- -- -- --
---------------------------------------------------
Net earnings 1,461 1,143 1,082 974 833
===================================================
Percent of sales to customers 11.7 10.2(2) 11.1 10.8 10.4
Basic net earnings per share of common stock* 1.10 .86 .81 .71 .60
===================================================
Diluted net earnings per share of common stock* 1.08 .85 .80 .70 .59
===================================================
Percent return on average shareowners' equity 27.8 25.3(2) 28.3 27.9 26.4
===================================================
Percent increase (decrease) over previous year:
Sales to customers 10.8 15.1 8.4 12.3 14.4
Basic net earnings per share 27.9(2) 6.2(2) 14.1 18.2 --(3)
===================================================
Diluted net earnings per share 27.1(2) 6.3(2) 14.3 18.6 --(3)
===================================================
Supplementary expense data:
Cost of materials and services(5) 6,329 5,728 4,908 4,528 4,030
Total employment costs 3,507 3,195 2,871 2,639 2,388
Depreciation and amortization 493 474 414 391 356
Maintenance and repairs(6) 203 185 193 191 180
Total tax expense(7) 966 825 708 678 591
Total tax expense per share(7)* .73 .62 .53 .50 .43
===================================================
Supplementary balance sheet data:
Property, plant and equipment, net 3,667 3,247 2,846 2,493 2,250
Additions to property, plant and equipment 987 830 750 664 515
Total assets 10,513 9,506 7,919 7,119 6,546
Long-term debt 1,301 1,316 1,170 1,166 733
===================================================
Common stock information:*
Dividends paid per share .385 .33 .28 .24 .20
Shareowners' equity per share 4.22 3.68 3.11 2.63 2.53
Market price per share (year-end close) 28 5/8 17 7/8 14 7/8 10 5/8 9 3/8
Average shares outstanding (millions) - basic 1,332.3 1,332.2 1,332.5 1,362.4 1,380.6
- diluted 1,353.2 1,349.7 1,350.8 1,379.6 1,405.3
Shareowners of record (thousands) 69.9 64.6 60.5 54.5 51.2
===================================================
Employees (thousands) 82.7 82.2 83.1 81.3 78.2
===================================================
</TABLE>
* Adjusted to reflect the 1996 two-for-one stock split
(1) Excluding the cumulative effect of accounting changes of $595
million. -1992 earnings percent of sales to customers before accounting
changes is 11.8%.
-1992 earnings percent return on average shareowners' equity
before accounting changes is 28.5%.
-1993 basic net earnings per share percent increase over prior
year before accounting change is 11.4%; 1992 is 12.3%.
(2) Excluding Latin America non-recurring charges of $125 million.
-1990 net earnings percent of sales to customers before
non-recurring charges is 11.3%.
-1990 percent return on average shareowners' equity before
non-recurring charges is 27.6%.
-1991 basic net earnings per share percent increase over prior
year before non-recurring charges is 15.3%; 1990 is 17.3%.
(3) Excluding one-time charges of $380 million in 1986, 1987 basic net
earnings per share percent increase over prior year before one-time
charges is 22.2%.
(4) Includes Latin America non-recurring charge of $36 million for the
liquidation of Argentine debt and $104 million writedown in other expenses
for permanent impairment of certain assets and operations in Latin
America.
(5) Net of interest and other income.
(6) Also included in cost of materials and services category.
(7) Includes taxes on income, payroll, property and other business taxes.
45
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES
Johnson & Johnson, a New Jersey corporation, has the domestic and
international subsidiaries shown below. Certain domestic subsidiaries and
international subsidiaries are not named because they are not significant in the
aggregate. Johnson & Johnson has no parent.
<TABLE>
<CAPTION>
JURISDICTION OF
NAME OF SUBSIDIARY ORGANIZATION
------------------ ---------------
<S> <C>
Domestic Subsidiaries:
Biopsys Medical, Inc. .................................... Delaware
Biosense, Inc............................................. Delaware
Cordis Corporation........................................ Florida
Cordis Webster, Inc. ..................................... California
Ethicon Endo-Surgery, Inc. ............................... Ohio
Ethicon, Inc. ............................................ New Jersey
GynoPharma Inc. .......................................... Delaware
Indigo Medical, Inc. ..................................... Delaware
Innotech, Inc. ........................................... Delaware
Janssen Pharmaceutica Inc. ............................... Pennsylvania
Janssen Products, Inc. ................................... Delaware
Johnson & Johnson Consumer Companies, Inc. ............... New Jersey
Johnson & Johnson (CR), Inc. ............................. New Jersey
Johnson & Johnson Development Corporation................. New Jersey
Johnson & Johnson Finance Corporation..................... New Jersey
Johnson & Johnson Health Care Systems Inc. ............... New Jersey
Johnson & Johnson International........................... New Jersey
Johnson & Johnson Japan Inc. ............................. New Jersey
Johnson & Johnson - Merck Consumer Pharmaceuticals Co. ... New Jersey
Johnson & Johnson (Middle East) Inc. ..................... New Jersey
Johnson & Johnson Professional, Inc. ..................... New Jersey
Johnson & Johnson (Russia), Inc. ......................... New Jersey
Johnson & Johnson Services, Inc. ......................... New Jersey
Johnson & Johnson Slovakia, Ltd. ......................... New Jersey
Johnson & Johnson Vision Products, Inc. .................. Florida
Joint Medical Products Corporation........................ Delaware
JJHC, Inc. ............................................... Delaware
LifeScan, Inc. ........................................... California
McNEIL-PPC, Inc. ......................................... New Jersey
NDC Investment Corporation................................ Delaware
Neutrogena Corporation.................................... Delaware
Nitinol Development Corporation........................... California
Noramco, Inc. ............................................ Georgia
OMJ Pharmaceuticals, Inc. ................................ Delaware
Ortho Biotech Inc. ....................................... New Jersey
Ortho-Clinical Diagnostics, Inc. ......................... New York
Ortho-McNeil Pharmaceutical, Inc. ........................ Delaware
Raritan Advertising, Inc. ................................ New Jersey
Therakos, Inc. ........................................... Florida
</TABLE>
18
<PAGE> 2
<TABLE>
<CAPTION>
JURISDICTION OF
NAME OF SUBSIDIARY ORGANIZATION
------------------ ---------------
<S> <C>
International Subsidiaries:
Centra Healthcare......................................... United Kingdom
Cilag AG.................................................. Switzerland
Cilag AG International.................................... Switzerland
Cilag de Mexico, S.A. de C.V. ............................ Mexico
Cilag Farmaceutica Ltda. ................................. Brazil
Cilag Holding AG.......................................... Switzerland
Cordis A.B. .............................................. Sweden
Cordis Europa N.V. ....................................... Netherlands
Cordis Med. App. GmbH .................................... Germany
Cordis S.A. .............................................. Belgium
Cordis S.A. .............................................. France
Cordis Sp. zoo............................................ Poland
Ethicon Endo-Surgery (Europe) GmbH ....................... Germany
Ethicon GmbH & Co. KG..................................... Germany
Ethicon Limited........................................... Scotland
Ethicon S.p.A. ........................................... Italy
Ethnor (Proprietary) Limited.............................. South Africa
Ethnor S.A. .............................................. France
Greiter AG................................................ Switzerland
Greiter Distribution AG................................... Switzerland
Greiter (International) AG................................ Switzerland
Instrumentos Medico-Cirurgico Cordis S.A. ................ Portugal
Janssen Animal Health BVBA................................ Belgium
Janssen Biotech N.V. ..................................... Belgium
Janssen-Cilag A/S......................................... Norway
Janssen-Cilag AB.......................................... Sweden
Janssen-Cilag AG.......................................... Switzerland
Janssen-Cilag A/S......................................... Denmark
Janssen-Cilag B.V. ....................................... Netherlands
Janssen-Cilag Egypt Ltd. ................................. Egypt
Janssen-Cilag C.A. ....................................... Venezuela
Janssen-Cilag Farmaceutica, Ltda. ........................ Portugal
Janssen-Cilag International N.V. ......................... Belgium
Janssen-Cilag K.K. ....................................... Japan
Janssen-Cilag Limited..................................... United Kingdom
Janssen-Cilag Limited..................................... South Africa
Janssen-Cilag Medizinische Information GmbH............... Austria
Janssen-Cilag N.V. ....................................... Belgium
Janssen-Cilag OY.......................................... Finland
Janssen-Cilag Pharmaceutical S.A.C.I. .................... Greece
Janssen-Cilag Pharma Vertrieb GmbH........................ Austria
Janssen-Cilag Pty. Limited................................ Australia
Janssen-Cilag S.A. ....................................... Spain
Janssen-Cilag S.A. ....................................... France
Janssen-Cilag S.p.A. ..................................... Italy
Janssen Farmaceutica Ltda................................. Brazil
</TABLE>
19
<PAGE> 3
<TABLE>
<CAPTION>
JURISDICTION OF
NAME OF SUBSIDIARY ORGANIZATION
------------------ ---------------
<S> <C>
Janssen Farmaceutica, S.A. de C.V. ....................... Mexico
Janssen-Cilag GmbH........................................ Germany
Janssen Internationaal C.V. .............................. Belgium
Janssen Korea, Ltd. ...................................... Korea
Janssen-Kyowa Co., Ltd. .................................. Japan
Janssen Ortho Inc. ....................................... Canada
Janssen Pharmaceutica Limited............................. Thailand
Janssen Pharmaceutica N.V. ............................... Belgium
Janssen Pharmaceutical Limited............................ Ireland
J-C Healthcare Ltd. ...................................... Israel
JHC Nederland B.V. ....................................... Netherlands
JHC Ltd. ................................................. Ireland
Johnson & Johnson AB...................................... Sweden
Johnson & Johnson AG...................................... Switzerland
Johnson & Johnson A/S..................................... Denmark
Johnson & Johnson S.A. de C.V. ........................... Mexico
Johnson & Johnson de Argentina, S.A.C.e I. ............... Argentina
Johnson & Johnson China, Ltd. ............................ China
Johnson & Johnson Consumer N.V./S.A....................... Belgium
Johnson & Johnson de Colombia S.A. ....................... Colombia
Johnson & Johnson del Ecuador S.A. ....................... Ecuador
Johnson & Johnson Finance Limited......................... United Kingdom
Johnson & Johnson/Gaba B.V. .............................. Netherlands
Johnson & Johnson GmbH.................................... Germany
Johnson & Johnson Gesellschaft m.b.H...................... Austria
Johnson & Johnson Hellas S.A. ............................ Greece
Johnson & Johnson Holding GmbH............................ Germany
Johnson & Johnson (Hong Kong) Limited..................... Hong Kong
Johnson & Johnson Inc. ................................... Canada
Johnson & Johnson Industria e Comercio Ltda............... Brazil
Johnson & Johnson International S.A. ..................... France
Johnson & Johnson (Ireland) Limited....................... Ireland
Johnson & Johnson (Kenya) Limited......................... Kenya
Johnson & Johnson Korea Ltd. ............................. Korea
Johnson & Johnson Kft. ................................... Hungary
Johnson & Johnson K.K. ................................... Japan
Johnson & Johnson Leasing GmbH............................ Germany
Johnson & Johnson Lda..................................... Portugal
Johnson & Johnson Limited................................. United Kingdom
Johnson & Johnson Ltd. ................................... India
Johnson & Johnson Ltd. ................................... Russia
Johnson & Johnson Management Ltd. ........................ United Kingdom
Johnson & Johnson Medical B.V. ........................... Netherlands
Johnson & Johnson Medical (China) Ltd. ................... China
Johnson & Johnson Medical G.m.b.H. ....................... Austria
Johnson & Johnson Medical GmbH............................ Germany
Johnson & Johnson Medical K.K. ........................... Japan
</TABLE>
20
<PAGE> 4
<TABLE>
<CAPTION>
JURISDICTION OF
NAME OF SUBSIDIARY ORGANIZATION
------------------ ---------------
<S> <C>
Johnson & Johnson Medical Korea Limited................... Korea
Johnson & Johnson Medical Ltd. ........................... United Kingdom
Johnson & Johnson Medical Mfg. SDN. BHD. ................. Malaysia
Johnson & Johnson Medical NV/SA........................... Belgium
Johnson & Johnson Medical Pty. Ltd. ...................... Australia
Johnson & Johnson Medical S.A. ........................... Argentina
Johnson & Johnson Medical S.A. ........................... France
Johnson & Johnson Morocco S.A. ........................... Morocco
Johnson & Johnson (New Zealand) Limited................... New Zealand
Johnson & Johnson Pacific Pty. Ltd. ...................... Australia
Johnson & Johnson Pakistan (Private) Limited.............. Pakistan
Johnson & Johnson (Philippines), Inc. .................... Philippines
Johnson & Johnson Poland, Inc. Sp. z o.o. ................ Poland
Johnson & Johnson (Private) Limited....................... Zimbabwe
Johnson & Johnson Products Inc. .......................... Canada
Johnson & Johnson Produtos Profissionais Ltda............. Brazil
Johnson & Johnson Professional Products (Pty.) Ltd. ...... South Africa
Johnson & Johnson (Proprietary) Limited................... South Africa
Johnson & Johnson Pte. Ltd. .............................. Singapore
Johnson & Johnson Pty. Limited............................ Australia
Johnson & Johnson Research Pty. Limited................... Australia
Johnson & Johnson, S.A. de C.V. .......................... Mexico
Johnson & Johnson S.A. ................................... France
Johnson & Johnson S.A. ................................... Spain
Johnson & Johnson SDN. BHD. .............................. Malaysia
Johnson & Johnson S.p.A. ................................. Italy
Johnson & Johnson, Spol.s.r.o. ........................... Czech Republic
Johnson & Johnson Taiwan Ltd. ............................ Taiwan
Johnson & Johnson Vision Products AB...................... Sweden
Johnson & Johnson Vision Products (Ireland) Limited....... Ireland
Johnson & Johnson (Zambia) Limited........................ Zambia
Laboratoires Polive S.N.C. ............................... France
Lifescan Canada Ltd. ..................................... Canada
Medos S.A. ............................................... Switzerland
Neutrogena Corp. S.A.R.L. ................................ France
Neutrogena Provence S.A.R.L............................... France
Ortho-Clinical Diagnostics GmbH........................... Germany
Ortho-Clinical Diagnostics K.K. .......................... Japan
Ortho-Clinical Diagnostics Limited........................ England
Ortho-Clinical Diagnostics S.A. .......................... Spain
Ortho-Clinical Diagnostic N.V. ........................... Belgium
Ortho-Clinical Diagnostic S.A. ........................... France
Ortho-Clinical Diagnostic S.p.A. ......................... Italy
Ortho-McNeil Inc. ........................................ Canada
Pharma Argentina S.A. .................................... Argentina
Princeps S.A.R.L.......................................... France
P.T. Johnson & Johnson Indonesia.......................... Indonesia
</TABLE>
21
<PAGE> 5
<TABLE>
<CAPTION>
JURISDICTION OF
NAME OF SUBSIDIARY ORGANIZATION
------------------ ---------------
<S> <C>
RoC International S.A.R.L. ............................... Luxembourg
RoC S.A. ................................................. France
The R.W. Johnson Pharmaceutical Research Institute........ Switzerland
Shanghai Johnson & Johnson Pharmaceuticals Limited........ China
Shanghai Johnson & Johnson Ltd. .......................... China
Surgikos, S.A. de C.V. ................................... Mexico
Tasmanian Alkaloids Pty. Ltd. ............................ Australia
Taxandria Pharmaceutica B.V. ............................. Netherlands
Woelm Pharma GmbH & Co.................................... Germany
Xian-Janssen Pharmaceutical Limited....................... China
</TABLE>
22
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-END> DEC-28-1997
<CASH> 2,753
<SECURITIES> 146
<RECEIVABLES> 3,687
<ALLOWANCES> 358
<INVENTORY> 2,516
<CURRENT-ASSETS> 10,563
<PP&E> 9,444
<DEPRECIATION> 3,634
<TOTAL-ASSETS> 21,453
<CURRENT-LIABILITIES> 5,283
<BONDS> 1,394
0
0
<COMMON> 1,535
<OTHER-SE> 10,824
<TOTAL-LIABILITY-AND-EQUITY> 21,453
<SALES> 22,629
<TOTAL-REVENUES> 22,629
<CGS> 7,152
<TOTAL-COSTS> 7,152
<OTHER-EXPENSES> 2,140
<LOSS-PROVISION> 49
<INTEREST-EXPENSE> 120
<INCOME-PRETAX> 4,576
<INCOME-TAX> 1,273
<INCOME-CONTINUING> 3,303
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,303
<EPS-PRIMARY> 2.47
<EPS-DILUTED> 2.41
</TABLE>
<PAGE> 1
EXHIBIT 99(b)
CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995 -- "SAFE HARBOR" FOR FORWARD-LOOKING STATEMENTS
The Company may from time to time make certain forward-looking statements
in publicly-released materials, both written and oral. Forward-looking
statements do not relate strictly to historical or current facts and may be
identified by their use of words like "plans," "expects," "will," "anticipates,"
"estimates" and other words of similar meaning. Such statements may address,
among other things, the Company's strategy for growth, product development,
regulatory approvals, market position, expenditures, and financial results.
Forward-looking statements are based on current expectations of future
events. The Company cannot guarantee that expectations expressed in
forward-looking statements will be realized. Some important factors that could
cause the Company's actual results to differ materially from those projected in
any such forward-looking statements are as follows:
Economic factors, including inflation and fluctuations in interest
rates and foreign currency exchange rates and the potential effect of such
fluctuations on revenues, expenses and resulting margins.
Competitive factors, including technological advances achieved and
patents attained by competitors and generic competition as patents on the
Company's products expire.
Domestic and foreign healthcare reforms resulting in pricing
pressures, including the continued consolidation among healthcare
providers, trends toward managed care and healthcare cost containment and
government laws and regulations relating to pharmaceutical reimbursement
and pricing generally.
Government laws and regulations, affecting domestic and foreign
operations, including those relating to trade, monetary and fiscal
policies, taxes, price controls, regulatory approval of new products and
licensing.
Difficulties inherent in product development, including the potential
inability to successfully continue technological innovation, complete
clinical trials, obtain regulatory approvals in the United States and
abroad, gain and maintain market approval of products and the possibility
of encountering infringement claims by competitors with respect to patent
or other intellectual property rights which can prelude or delay
commercialization of a product.
Significant litigation adverse to the Company including product
liability claims, patent infringement claims, and antitrust claims.
Product efficacy or safety concerns resulting in product recalls or
declining sales.
The impact of business combinations, including acquisitions and
divestitures, and organizational restructuring consistent with evolving
business strategies.
Issuance of new or revised accounting standards by the American
Institute of Certified Public Accountants, the Financial Accounting
Standards Board or the Securities and Exchange Commission.
This list sets forth many, but not all, of the factors that could impact
upon the Company's ability to achieve results described in any forward-looking
statements. Investors are cautioned not to place undue reliance on such
statements which speak only as of the date made. The Company undertakes no
obligation to update any forward-looking statements as a result of future events
or developments.
24
