UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
- -----------------------------------------------------------------
Commission file number 1-3215
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1024240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization)
Identification No.)
New Brunswick, New Jersey 08933
(Address of principal executive offices, including zip code)
732-524-0400
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
On July 24, 1998, 1,344,888,669 shares of Common Stock,
$1.00 par value, were outstanding.
- 1 -
JOHNSON & JOHNSON AND SUBSIDIARIES
TABLE OF CONTENTS
Part I - Financial Information
Page No.
Consolidated Balance Sheet -
June 28, 1998 and December 28, 1997 3
Consolidated Statement of Earnings for the
Fiscal Quarter Ended June 28, 1998 and
June 29, 1997 5
Consolidated Statement of Earnings for the
Fiscal Six Months Ended June 28, 1998 and
June 29, 1997 6
Consolidated Statement of Cash Flows for the
Fiscal Six Months Ended June 28, 1998 and
June 29, 1997 7
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 14
Signatures 19
Part II - Other Information
Item 4 - Submission of Matters to a
Vote of Security Holders 17
Item 6 - Exhibits and Reports on Form 8-K 18
Items 1, 2, 3 and 5 are not applicable
- 2 -
Part I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited; Dollars in Millions)
ASSETS
June 28,
December 28,
1998
1997
Current Assets:
Cash and cash equivalents $ 3,114 2,753
Marketable securities, at cost 116 146
Accounts receivable, trade, less
allowances $360 (1997 - $358) 3,514 3,329
Inventories (Note 4) 2,703 2,516
Deferred taxes on income 823 831
Prepaid expenses and other
receivables 1,070 988
Total current assets 11,340 10,563
Marketable securities, non-current 385 385
Property, plant and equipment, at cost 9,687 9,444
Less accumulated depreciation and
amortization 3,895 3,634
5,792 5,810
Intangible assets, net (Note 5) 3,280 3,261
Deferred taxes on income 411 332
Other assets 1,100 1,102
Total assets $ 22,308 21,453
See Notes to Consolidated Financial Statements
- 3 -
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited; Dollars in Millions)
LIABILITIES AND SHAREOWNERS' EQUITY
June 28,
December 28,
1998
1997
Current Liabilities:
Loans and notes payable $ 565 714
Accounts payable 1,517 1,753
Accrued liabilities 2,373 2,258
Accrued salaries, wages and commissions446 332
Taxes on income 238 226
Total current liabilities 5,139 5,283
Long-term debt 1,112 1,126
Deferred tax liability 193 175
Certificates of extra compensation 128 126
Other liabilities 2,424 2,384
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 (45) (51)
Accumulated other comprehensive
income (Note 2) (490) (378)
Retained earnings 13,744 12,661
14,744
13,767
Less common stock held in treasury,
at cost (189,879,000 & 189,687,000
shares) 1,432 1,408
Total shareowners' equity 13,312 12,359
Total liabilities and shareowners'
equity $22,308 21,453
See Notes to Consolidated Financial Statements
- 4 -
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited; dollars & shares in millions
except per share figures)
Fiscal Quarter Ended
June 28, Percent June 29,
Percent
1998 to Sales 1997 to
Sales
Sales to customers (Note 6) $5,783 100.0 5,698 100.0
Cost of products sold 1,803 31.2 1,749 30.7
Selling, marketing and
administrative expenses 2,114 36.5 2,142 37.6
Research expense 532 9.2 520 9.1
Interest income (64) (1.1) (57) (1.0)
Interest expense, net of
portion capitalized 26 .5 35 .6
Other (income)expense, net 1 - 15 .3
4,412 76.3 4,404 77.3
Earnings before provision
for taxes on income 1,371 23.7 1,294 22.7
Provision for taxes on
income (Note 3) 366 6.3 385 6.7
NET EARNINGS $1,005 17.4 909 16.0
NET EARNINGS PER SHARE (Notes 1 and 8)
Basic $ .75 .68
Diluted $ .74 .67
CASH DIVIDENDS PER SHARE $ .25 .22
AVG. SHARES OUTSTANDING
Basic 1,344.8 1,332.5
Diluted 1,369.4 1,368.8
See Notes to Consolidated Financial Statements
- 5 -
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited; dollars & shares in millions
except per share figures)
Fiscal Six Months Ended
June 28, Percent June 29,
Percent
1998 to Sales 1997 to
Sales
Sales to customers (Note 6)$11,566 100.0 11,413 100.0
Cost of products sold 3,580 30.9 3,521 30.9
Selling, marketing and
administrative expenses 4,214 36.4 4,280 37.5
Research expense 1,026 8.9 998 8.7
Interest income (125) (1.1) (93) (.8)
Interest expense, net of
portion capitalized 54 .5 68 .6
Other (income)expense, net 12 .1 43 .4
8,761 75.7 8,817 77.3
Earnings before provision
for taxes on income 2,805 24.3 2,596 22.7
Provision for taxes on
income (Note 3) 790 6.9 778 6.8
NET EARNINGS $ 2,015 17.4 1,818 15.9
NET EARNINGS PER SHARE (Notes 1 and 8)
Basic $ 1.50 1.36
Diluted $ 1.47 1.33
CASH DIVIDENDS PER SHARE $ .47 .41
AVG. SHARES OUTSTANDING
Basic 1,345.1 1,332.9
Diluted 1,372.1 1,369.2
See Notes to Consolidated Financial Statements
- 6 -
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited; Dollars in Millions)
Fiscal Six Months
Ended
June 28,
June 29,
1998
1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $2,015 1,818
Adjustments to reconcile net earnings to
cash flows:
Depreciation and amortization of
property and intangibles 613 548
Increase in accounts receivable, trade,
less allowances (236) (524)
Increase in inventories (240) (227)
Changes in other assets and liabilities 50 341
NET CASH FLOWS FROM OPERATING ACTIVITIES 2,202 1,956
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment(527) (460)
Proceeds from the disposal of assets 11 68
Acquisition of businesses, net of cash
acquired (78) (158)
Other, principally intangible assets (125) (182)
NET CASH USED BY INVESTING ACTIVITIES (719) (732)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends to shareowners (632) (547)
Repurchase of common stock (506) (356)
Proceeds from short-term debt 159 153
Retirement of short-term debt (163) (153)
Proceeds from long-term debt - 5
Retirement of long-term debt (139) (190)
Proceeds from the exercise of stock
options 171 143
NET CASH USED BY FINANCING
ACTIVITIES (1,110) (945)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (12) (53)
INCREASE IN CASH AND CASH EQUIVALENTS 361 226
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD2,753 2,011
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,114 2,237
See Notes to Consolidated Financial Statements
- 7 -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - The accompanying interim financial statements and
related notes should be read in conjunction with the Consolidated
Financial Statements of Johnson & Johnson and Subsidiaries (the
"Company") and related notes as contained in the Annual Report on
Form 10-K for the fiscal year ended December 28, 1997. The
interim financial statements include all adjustments (consisting
only of normal recurring adjustments) and accruals necessary in
the judgment of management for a fair presentation of such
statements.
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.
NOTE 2 - ADOPTION OF SFAS NO. 130
At March 29, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income"
("SFAS 130"). SFAS 130 establishes standards for reporting and
display of an alternative income measurement and its components
(revenue, expenses, gains and losses) in a full set of general
purpose financial statements. The total comprehensive income for
the six months ended June 28, 1998 is $1,903 million, compared
with $1,633 million for the same period a year ago. Total
comprehensive income includes net earnings, net unrealized
currency gains and losses on translation and net unrealized gains
and losses on securities.
- 8 -
NOTE 3 - INCOME TAXES
The effective income tax rates for 1998 and 1997 are as follows:
1998 1997
First Quarter 29.6% 30.2%
Second Quarter 26.7 29.8
First Half 28.2 30.0
The effective income tax rates for the first half of 1998 and
1997 are 28.2% and 30.0%, respectively, as compared to the U.S.
federal statutory rate of 35%. The difference from the statutory
rate is the result of domestic subsidiaries operating in Puerto
Rico under a grant for tax relief expiring on December 31, 2007
and the result of subsidiaries manufacturing in Ireland under an
incentive tax rate expiring on December 31, 2010. The decrease
in the 1998 worldwide effective tax rate was primarily due to a
greater proportion of taxable income derived from lower tax rate
countries. The Omnibus Budget Reconciliation Act of 1993
included a change in the tax code which will reduce the benefit
the Company receives from its operations in Puerto Rico by 60%
gradually over a five year period.
NOTE 4 - INVENTORIES
(Dollars in Millions) June 28, 1998 Dec. 28,
1997
Raw materials and supplies $ 778 655
Goods in process 378 417
Finished goods 1,547 1,444
$ 2,703 2,516
NOTE 5 - INTANGIBLE ASSETS
(Dollars in Millions) June 28, 1998 Dec. 28,
1997
Intangible assets $ 4,005 3,885
Less accumulated amortization 725 624
$ 3,280 3,261
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.
- 9 -
NOTE 6 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC
AREAS
(Dollars in Millions)
SALES BY SEGMENT OF BUSINESS
Second Quarter Six Months
Percent Percent
Increase/ Increase/
1998 1997 (Decrease) 1998 1997 (Decrease)
Consumer
Domestic $ 753 767 (1.8) 1,593 1,598 (.3)
International 818 845 (3.2) 1,616 1,698 (4.8)
1,571 1,612 (2.5)% 3,209 3,296 (2.6)%
Pharmaceutical
Domestic 1,178 935 26.0 2,347 1,895 23.9
International 984 999 (1.5) 1,908 1,982 (3.7)
2,162 1,934 11.8% 4,255 3,877 9.7%
Professional
Domestic 1,071 1,179 (9.2) 2,157 2,335 (7.6)
International 979 973 .6 1,945 1,905 2.1
2,050 2,152 (4.7)% 4,102 4,240 (3.3)%
Domestic 3,002 2,881 4.2 6,097 5,828 4.6
International 2,781 2,817 (1.3) 5,469 5,585 (2.1)
Worldwide $ 5,783 5,698 1.5% 11,566 11,413 1.3%
SALES BY GEOGRAPHIC AREAS
Second Quarter Six Months
Percent Percent
Increase/ Increase/
1998 1997(Decrease) 1998 1997 (Decrease)
Domestic $3,002 2,881 4.2 6,097 5,828 4.6
Europe 1,586 1,551 2.3 3,125 3,105 .6
Western Hemisphere
excluding U.S. 533 511 4.3 1,040 1,007 3.3
Asia-Pacific,
Africa 662 755 (12.3) 1,304 1,473 (11.5)
Worldwide $5,783 5,698 1.5% 11,566 11,413 1.3%
NOTE 7 - ACQUISITIONS
During the first quarter, the Company completed the acquisition
of IsoStent, Inc. The Company acquired intellectual property and
specific assets, including the BX Stent, a new flexible
interventional medical device in development for treatment of
coronary artery disease. Pro forma results of the acquisition,
assuming that the transaction was consummated at the beginning of
each year presented, would not be materially different from the
results reported.
- 10 -
NOTE 8 - EARNINGS PER SHARE
The following is a reconciliation of basic net earnings per
share to diluted net earnings per share for the six months ended
June 28, 1998 and June 29, 1997:
Fiscal Fiscal
Quarter Ended Six
Months Ended
June 28, June 29, June 28,
June 29,
1998 1997 1998
1997
Basic net earnings per share$ .75 .68 1.50 1.36
Average shares outstanding
- basic 1,344.8 1,332.5 1,345.1 1,332.9
Potential shares exercisable
under stock option plans 68.0 70.5 70.6 72.5
Less: shares which could be
repurchased under treasury
stock method (43.4) (34.2) (43.6) (36.2)
Adjusted averages shares
outstanding - diluted 1,369.4 1,368.8 1,372.1 1,369.2
Diluted earnings per share $ .74 .67 1.47 1.33
NOTE 9 - PENDING LEGAL PROCEEDINGS
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.
- 11 -
NOTE 9 - PENDING LEGAL PROCEEDINGS
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.
NOTE 10 - SUBSEQUENT EVENT
On July 21, 1998, Johnson & Johnson and DePuy, Inc. announced
the signing of a definitive agreement under which Johnson &
Johnson will acquire DePuy for $35.00 per share, for an aggregate
transaction value of $3.5 billion.
Pursuant to the agreement, Johnson & Johnson began a cash
tender offer for all outstanding shares of DePuy for $35.00 per
share. DePuy has approximately 99,000,000 shares outstanding.
The offer commenced on July 27, 1998 and will remain open for a
minimum of 20 business days. Any shares not purchased in the
offer will be acquired for the same price in cash in a second
step merger. The Company anticipates that there will be a one-
time charge against earnings for in-process R&D and restructuring
expenses, following the close of the acquisition.
DePuy is one of the world's leading orthopaedic products
companies. The company's products are used by orthopaedic
surgeons and medical specialists to reconstruct damaged or
diseased joints, to facilitate fusion of elements of the spine
and correct spinal deformities, to repair bone fractures, and to
rehabilitate sports-related injuries.
The boards of directors of Johnson & Johnson and DePuy have
given approval to the acquisition. The acquisition is subject to
clearance under the Hart-Scott-Rodino Anti-Trust Improvements Act
and under the European Union merger control regulation.
- 12 -
NOTE 11 - NEW ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities
(FAS 133). FAS 133 is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999.
FAS 133 requires that all derivative instruments be recorded on
the balance sheet at their fair value. Changes in the fair value
of derivatives are recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type
of hedge transaction. For fair-value hedge transactions in which
the Company is hedging changes in an asset's, liability's, or
firm commitment's fair value, changes in the fair value of the
derivative instrument will generally be offset in the income
statement by changes in the hedged item's fair value. For cash-
flow hedge transactions, in which the Company is hedging the
variability of cash flows related to a variable-rate asset,
liability, or a forecasted transaction, changes in the fair value
of the derivative instrument will be reported in other
comprehensive income. The gains and losses on the derivative
instrument that are reported in other comprehensive income will
be reclassified as earnings in the periods in which earnings are
impacted by the variability of the cash flows of the hedged item.
The ineffective portion of all hedges will be recognized in
current-period earnings.
The Company is in the process of evaluating the new standard
and does not expect it to have a material effect on the Company's
results of operations, cash flow or financial position.
- 13 -
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SALES AND EARNINGS
Consolidated sales for the first six months of 1998 were
$11,566 million, which exceeded sales of $11,413 million for the
first six months of 1997 by 1.3%. The strength of the U.S.
dollar relative to the foreign currencies, particularly in the
Asia-Pacific region, decreased sales for the first six months of
1998 by 4.0%. Excluding the effect of the stronger U.S. dollar
relative to foreign currencies, sales increased 5.3% on an
operational basis for the first six months of 1998. Consolidated
net earnings for the first six months of 1998 were $2,015
million, compared with net earnings of $1,818 million for the
first six months of 1997. Worldwide basic net earnings per share
for the first six months of 1998 were $1.50, compared with $1.36
for the same period in 1997, an increase of 10.3%. Worldwide
diluted net earnings per share for the first six months of 1998
were $1.47, compared with $1.33 for the same period in 1997, an
increase of 10.5%
Consolidated sales for the second quarter of 1998 were $5,783
million, an increase of 1.5% over 1997 second quarter sales of
$5,698 million. The effect of the stronger U.S. dollar relative
to foreign currencies, especially in the Asian markets, decreased
second quarter sales by 3.6%. Consolidated net earnings for the
second quarter of 1998 were $1,005 million, compared with $909
million for the same period a year ago, an increase of 10.6%.
Worldwide basic net earnings per share for the second quarter of
1998 rose 10.3% to $.75, compared with $.68 in the 1997 period.
Worldwide diluted net earnings per share for the second quarter
of 1998 rose 10.4% to $.74, compared with $.67 in 1997.
Domestic sales for the first six months of 1998 were $6,097
million, an increase of 4.6% over 1997 domestic sales of $5,828
million for the same period a year ago. Sales by international
subsidiaries were $5,469 million for the first six months of 1998
compared with $5,585 million for the same period a year ago, a
decrease of 2.1%. Excluding the impact of the stronger value of
the dollar, international sales increased by 6.0%.
- 14 -
Worldwide Consumer segment sales for the second quarter of 1998
were $1.6 billion, a decrease of 2.5% versus the same period a
year ago. Domestic sales declined by 1.8% in the quarter.
International sales declined by 3.2%. International sales gains
in local currency of 5.7% were offset by a negative currency
impact of 8.9%. Consumer sales were led by continued strength in
the skin care franchise, which includes the NEUTROGENA, RoC and
CLEAN & CLEAR product lines, as well as strong performances from
the adult and children's MOTRIN line of analgesic products.
Worldwide Pharmaceutical sales of $2.2 billion for the quarter
increased 11.8% versus the same period in 1997, including 26%
growth in domestic sales. International sales declined by 1.5%.
International sales gains in local currency of 5.3% were offset
by a negative currency impact of 6.8%. This growth reflects the
strong performance of RISPERDAL, an antipsychotic medication;
PROCRIT, for the treatment of anemia; DURAGESIC, a transdermal
patch for chronic pain; LEVAQUIN, an anti-infective; and ULTRAM,
an analgesic for moderate to severe pain.
Worldwide sales of $2.1 billion in the Professional segment
declined by 4.7% versus the second quarter of 1997. Domestic
sales were down 9.2% in the quarter. International sales gains
in local currency of 7.0% were largely offset by the strength of
the U.S. dollar. Strong sales growth of Ethicon Endo-Surgery's
laparoscopy and mechanical closure products and Johnson & Johnson
Professional's orthopaedic products were offset by a decline in
sales of Cordis' coronary stents.
Average shares of common stock outstanding in the first half of
1998 were 1,345.1 million, compared with 1,332.9 million for the
same period a year ago.
- 15 -
LIQUIDITY AND CAPITAL RESOURCES
Cash and current marketable securities increased $331 million
during the first six months of 1998 to $3,230 million at June 28,
1998. Total borrowings decreased $163 million during the six
months of 1998 to $1,677 million. Net cash (cash and current
securities net of borrowings) was $1,553 million at June 28, 1998
compared with $1,059 million at the end of 1997. Total debt
represented 11.2% of total capital (shareowners' equity and total
borrowings) at quarter end compared with 13.0% at the end of
1997.
Additions to property, plant and equipment were $527 million
for the first six months of 1998, compared with $460 million for
the same period in 1997.
On July 20, 1998, the Board of Directors approved a regular
quarterly dividend rate of 25 cents per share payable on
September 8, 1998 to shareowners of record as of August 18, 1998.
- 16 -
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
(a) The
annual meeting of the shareowners of the
Company was held on April 23, 1998.
(b) The shareowners elected all the Company's
nominees for director, approved the
appointment of Coopers & Lybrand L.L.P.
(now PricewaterhouseCoopers L.L.P.) as
the Company's independent auditors for
1998 and defeated a shareowner proposal
relating to Cumulative Voting. The votes
were as follows:
1. Election of Directors:
For Withheld
G. N. Burrow 1,129,143,508 5,750,473
J. G. Cooney 1,127,871,539 7,022,442
J. G. Cullen 1,128,891,902 6,002,079
M. J. Folkman 1,128,297,990 6,595,991
A. D. Jordan 1,128,753,704 6,140,277
A. G. Langbo 1,128,959,161 5,934,820
R. S. Larsen 1,129,071,472 5,822,509
J. S. Mayo 1,128,804,981 6,089,000
P. J. Rizzo 1,127,875,561 7,018,420
H. B. Schacht 1,128,808,645 6,085,336
M. F. Singer 1,128,718,524 6,175,457
J. W. Snow 1,123,887,236 11,006,745
R. N. Wilson 1,129,015,338 5,878,643
2.Approval of Appointment of PricewaterhouseCoopers
L.L.P.
For 1,129,097,681
Against 2,420,336
Abstain 3,375,964
3. A shareowner proposal on Cumulative Voting
was defeated. The vote on this proposal was as
follows:
For 245,062,829
Against 702,537,752
Abstain 19,274,272
No Vote 168,019,128
- 17 -
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Numbers
(1) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K
during
the three month period ended June 28, 1998.
- 18 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
JOHNSON & JOHNSON
(Registrant)
Date: August 7, 1998 By /s/ R. J. DARRETTA
R. J. DARRETTA
(Vice President, Finance)
Date: August 7 1998 By /s/ C.E. LOCKETT
C. E. LOCKETT
(Corporate Controller)
- 19 -
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