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 October 3, 1993 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to - ----------------------------------------------------------------- Commission file number 1-3215 JOHNSON & JOHNSON (Exact name of registrant as specified in its charter) NEW JERSEY 22-1024240 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) New Brunswick, New Jersey 08933 (Address of principal executive offices, including zip code) 908-524-0400 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. On October 29, 1993, 646,314,175 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 - October 3, 1993 and January 3, 1993 3 Consolidated Statement of Earnings for the Nine Months Ended October 3, 1993 and September 27, 1992 5 Consolidated Statement of Cash Flows for the Nine Months Ended October 3, 1993 and September 27, 1992 7 Notes to Consolidated Financial Statements 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Signatures 16 Part II - Other Information Items 1 through 6 are not applicable Exhibit Index 17 - 2 - Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) ASSETS Oct. 3, January 3, 1993 1993 Current Assets: Cash and cash equivalents $ 644 745 Marketable securities, at cost which approximates market value 137 133 Accounts receivable, trade, less allowances $160 (1992 - $143) 2,135 1,855 Inventories (Note 4) 1,844 1,742 Deferred taxes on income 266 327 Prepaid expenses and other receivables 609 621 Total current assets 5,635 5,423 Marketable securities, non-current, at cost, which approximates market value 423 355 Property, plant and equipment, at cost 6,732 6,303 Less accumulated depreciation and amortization 2,469 2,188 4,263 4,115 Intangible assets, net (Note 5) 673 716 Deferred taxes on income 596 506 Other assets 811 769 Total Assets $ 12,401 11,884 See Notes to Consolidated Financial Statements - 3 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in Millions) LIABILITIES AND STOCKHOLDERS' EQUITY Oct. 3, January 3, 1993 1993 Current Liabilities: Loans and notes payable $ 1,044 1,032 Accounts payable 778 910 Accrued liabilities 1,287 1,302 Taxes on income 228 183 Total current liabilities 3,337 3,427 Long-term debt 1,276 1,365 Deferred tax liability 87 91 Certificates of extra compensation 97 94 Other liabilities 1,909 1,736 Stockholders' equity Preferred stock - without par value (authorized and unissued 2,000,000 shares) - - Common stock - par value $1.00 per share (authorized 1,080,000,000 shares; issued 767,370,000 and 767,366,000 shares) 767 767 Note receivable from employee stock ownership plan (84) (92) Cumulative currency translation adjustments (260) (146) Retained earnings 7,581 6,648 8,004 7,177 Less common stock held in treasury, at cost (119,870,000 & 111,970,000 shares) 2,309 2,006 Total stockholders' equity 5,695 5,171 Total liabilities and stockholders' equity $ 12,401 11,884 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 Oct. 3, Percent Sept 27, Percent 1993 to Sales 1992 to Sales Sales to customers (Note 6) $3,506 100.0 3,480 100.0 Cost of products sold 1,188 33.9 1,198 34.4 Selling, marketing and administrative expenses 1,445 41.2 1,431 41.1 Research expense 277 7.9 277 8.0 Interest income (18) (.5) (15) (.4) Interest expense, net of portion capitalized 29 .8 35 1.0 Other expense (income) 3 .1 (14) (.4) 2,924 83.4 2,912 83.7 Earnings before provision for taxes on income 582 16.6 568 16.3 Provision for taxes on income (Note 3) 128 3.7 154 4.4 NET EARNINGS $ 454 12.9 414 11.9 NET EARNINGS PER SHARE $ .70 .63 CASH DIVIDENDS PER SHARE $ .26 .23 AVG. SHARES OUTSTANDING 651.7 655.5 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 Nine Months Ended Oct. 3, Percent Sept 27, Percent 1993 to Sales 1992 to Sales Sales to customers (Note 6) $10,607 100.0 10,250 100.0 Cost of products sold 3,499 33.0 3,444 33.6 Selling, marketing and administrative expenses 4,313 40.7 4,175 40.7 Research expense 844 8.0 807 7.9 Interest income (53) (.5) (69) (.7) Interest expense, net of portion capitalized 93 .8 83 .8 Other income (41) (.4) (38) (.3) 8,655 81.6 8,402 82.0 Earnings before provision for taxes on income and cumulative effect of accounting changes 1,952 18.4 1,848 18.0 Provision for taxes on income (Note 3) 500 4.7 530 5.1 Earnings before cumulative effect of acctg changes 1,452 13.7 1,318 12.9 Cumulative effect of accounting changes, net of taxes (Note 2) - - (595) N.M. NET EARNINGS $ 1,452 13.7 723 N.M. NET EARNINGS PER SHARE (Note 2) Before cumulative effect of accounting changes $ 2.22 1.99 Cumulative effect of accounting changes, net of taxes (Note 2) - (.90) NET EARNINGS PER SHARE $ 2.22 1.09 CASH DIVIDENDS PER SHARE $ .75 .66 AVG. SHARES OUTSTANDING 653.9 660.8 N.M. - not meaningful See Notes to Consolidated Financial Statements - 6 - JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; Dollars in Millions) Fiscal Nine Months Ended Oct. 3, Sept 27, 1993 1992 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $1,452 723 Cumulative effect of accounting changes - 595 Earnings before cumulative effect of accounting changes 1,452 1,318 Adjustments to reconcile net earnings to cash flows from operating activities: Depreciation and amortization of property and intangibles 468 427 Increase in accounts receivable, trade, less allowances (313) (378) Increase in inventories (142) (230) Changes in other assets and liabilities 79 234 NET CASH FLOWS FROM OPERATING ACTIVITIES 1,544 1,371 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (631) (687) Proceeds from the disposal of assets 27 31 Acquisition of businesses, net of cash acquired (24) (47) Other, principally marketable securities (117) (245) NET CASH USED BY INVESTING ACTIVITIES (745) (948) CASH FLOWS FROM FINANCING ACTIVITIES Dividends to stockholders (491) (436) Repurchase of common stock (361) (603) Employee stock ownership plan note repayment 8 8 Proceeds from short-term debt 261 644 Retirement of short-term debt (162) (216) Proceeds from long-term debt 165 557 Retirement of long-term debt (313) (335) Proceeds from the exercise of stock options 24 35 NET CASH USED BY FINANCING ACTIVITIES (869) (346) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (31) 15 DECREASE (INCREASE) IN CASH & CASH EQUIVALENTS (101) 92 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 745 589 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 644 681 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 and related notes as contained in the Annual Report on Form 10-K for the fiscal year ended January 3, 1993. 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. However, the information contained therein is subject to year-end adjustments and audit by independent public accountants. Earnings per share were calculated on the basis of the average number of shares of common stock outstanding during the applicable period. NOTE 2 - ADOPTION OF SFAS NO. 106, SFAS NO. 109 & SFAS NO. 112 The Company adopted the provisions of Statement of Financial Accounting Standards SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," in 1992. SFAS No. 106 requires accrual accounting for these benefits rather than accounting for them on a cash basis. Upon adoption, the Company elected to record the accumulated obligation of $549 million pretax ($340 million after-tax or $.52 per share) as a one-time charge against earnings in the form of a cumulative effect of an accounting change. In 1992, the Company also elected early adoption of Statement of Financial Accounting Standard SFAS No. 109, "Accounting for Income Taxes." The cumulative effect of $35 million, or $.05 per share, is reported as a one-time charge in the 1992 Consolidated - 8 - Statements of Earnings. The standard requires a change from the deferred to the liability method of computing deferred income taxes. 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. In 1992, the Company adopted the provisions of Statement of Financial Accounting Standards SFAS No. 112, "Employers' Accounting for Postemployment Benefits." SFAS No. 112 requires accrual accounting for these benefits rather than the cash method of accounting. Upon adoption, the Company elected to record the accumulated obligation of $343 million ($220 million after-tax or $.33 per share) as a one-time charge against earnings in the form of a cumulative effect of an accounting change. The 1992 results have been restated to reflect a one-time after-tax charge of $595 million or $.90 a share, due to the company's early adoption of accounting changes for postretirement benefits, income taxes and postemployment benefits. In addition, third quarter and nine months results have been restated to include incremental after-tax charges, attributable to these accounting changes, of $11 million and $35 million, respectively. - 9 - NOTE 3 - INCOME TAXES The effective income tax rates for 1993 and 1992 are as follows: 1993 1992 First Quarter 28.1% 29.8% First Half 27.2 29.4 Nine Months 25.6 28.7 The effective income tax rates for the first nine months of 1993 and 1992 are 25.6% and 28.7%, respectively, as compared to the U.S. federal statutory rate of 35%. The major reason for this difference is the result of domestic subsidiaries operating in Puerto Rico under a grant providing for tax relief. The 1993 tax rate was also favorably impacted by the 1993 Tax Act which extended the Research Tax Credit retroactive from July, 1992. In addition, the increase in the Corporate tax rate to 35%, created a gain associated with the write-up of net U.S. deferred tax receivables. NOTE 4 - INVENTORIES (Dollars in Millions) Oct. 3, 1993 Jan. 3, 1993 Raw materials and supplies $ 487 415 Goods in process 425 457 Finished goods 932 870 $ 1,844 1,742 NOTE 5 - INTANGIBLE ASSETS (Dollars in Millions) Oct. 3, 1993 Jan. 3, 1993 Intangible assets $ 1,002 1,012 Less accumulated amortization 329 296 $ 673 716 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. - 10 - NOTE 6 - SALES TO CUSTOMERS BY SEGMENT OF BUSINESS AND GEOGRAPHIC AREAS (Dollars in Millions) SALES BY SEGMENT OF BUSINESS Third Quarter Nine Months Percent Increase Percent 1993 1992 (Decrease) 1993 1992 Increase Consumer Domestic $ 682 683 (.1) $ 1,992 1,983 .5 Int'l 533 556 (4.1) 1,684 1,653 1.9 1,215 1,239 (1.9)% 3,676 3,636 1.1% Pharmaceutical Domestic $ 458 406 12.8 $ 1,315 1,184 11.1 Int'l 653 687 (4.9) 2,027 2,024 .1 1,111 1,093 1.6% 3,342 3,208 4.2% Professional Domestic $ 698 658 6.1 $ 2,079 1,915 8.6 Int'l 482 490 (1.6) 1,510 1,491 1.3 1,180 1,148 2.8% 3,589 3,406 5.4% Domestic $ 1,838 1,747 5.2 $ 5,386 5,082 6.0 Int'l 1,668 1,733 (3.8) 5,221 5,168 1.0 Worldwide $ 3,506 3,480 .7% $10,607 10,250 3.5% SALES BY GEOGRAPHIC AREAS Third Quarter Nine Months Percent Percent Increase Increase 1993 1992 (Decrease) 1993 1992 (Decrease) U.S. $ 1,838 1,747 5.2 $ 5,386 5,082 6.0 Europe 932 1,082 (13.9) 3,062 3,227 (5.1) West. Hemis. excl. U.S.A. 328 300 9.3 988 890 11.0 Africa, Asia, & Pacific 408 351 16.2 1,171 1,051 11.4 Total $ 3,506 3,480 .7% $10,607 10,250 3.5% - 11 - Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SALES AND EARNINGS Consolidated sales for the first nine months of 1993 of $10,607 million exceeded sales of $10,250 million for the first nine months of 1992 by 3.5%. The strength of the U.S. dollar relative to foreign currencies decreased sales for the first nine months of 1993 by 4.3%. Excluding currency, sales increased 7.8% on an operational basis for the first nine months of 1993. Consolidated net earnings for the first nine months of 1993 were $1,452 million, compared with net earnings of $1,318 million for the first nine months of 1992, before the cumulative effect of 1992 accounting changes. Earnings per share for the first nine months of 1993 were $2.22 compared with $1.99 in the 1992 period, prior to the cumulative effect of the 1992 accounting changes. Consolidated net earnings and earnings per share in 1992 were reduced by $595 million, or $.90 per share, due to the company's adoption of accounting changes for postretirement benefits, income taxes, and postemployment benefits. Excluding the one-time charge in 1992, net earnings and earnings per share rose to 10.2% and 11.6%, respectively. Consolidated sales for the third quarter of 1993 were $3,506 million, an increase of .7% over 1992 third quarter sales of $3,480 million. The effect of a stronger U.S. dollar relative to foreign currencies decreased third quarter sales by 6.4%. Excluding the effect of currency exchange rates, sales would have increased 7.1%. Consolidated net earnings for the third quarter of 1993 were $454 million, compared with $414 million for the same period a year ago, an increase of 9.7%. Earnings per share- 12 - for the third quarter of 1993 rose 11.1% to $.70 compared with $.63 in the 1992 period. Domestic sales for the first nine months of 1993 were $5,386 million, an increase of 6.0% over 1992 domestic sales of $5,082 million for the same period a year ago. Sales by international subsidiaries were $5,221 million for the first nine months of 1993 compared with $5,168 million for the same period a year ago, an increase of 1.0%. Excluding the impact of the stronger value of the dollar, international sales increased by 9.6%. Consumer sales decreased 1.9% worldwide for the quarter versus the same period a year ago. Domestic consumer sales growth was slowed by a sluggish retail environment and increased competitive pressure from private label products. The decline in international consumer sales was due to negative currency translation. In local currencies, international sales increased in the middle single-digit range. Pharmaceutical sales for the third quarter increased 1.6% worldwide. Domestic pharmaceutical sales increased 12.8% due to sales gains in PROCRIT, an anti-anemia drug; LEUSTATIN, a drug that treats hairy cell leukemia; SPORANOX, an antifungal; oral contraceptive products; FLOXIN, an antibiotic; DURAGESIC, the transdermal patch for chronic cancer pain; and the introduction of PROPULSID, a gastrointestinal product. International pharmaceutical sales declined 4.9% for the period due to a strong U.S. dollar relative to local currencies and adjustments in health care systems in many major international markets. Nevertheless, in local currencies, international pharmaceutical sales increased in the high single-digit range. - 13 - Domestic professional sales, for the third period, increased 6.1%, while worldwide professional sales were up 2.8%. The domestic sales growth was led by the rapid expansion of the less-invasive surgery business, solid growth from the ACUVUE Disposable Contact Lens business, further market penetration of the ONE TOUCH II Blood Glucose Monitoring System, and the orthopaedics business. Despite these sales gains, domestic professional sales growth was slowed by a sluggish hospital supply business for the period. The decline of 1.6% in reported international professional sales was due, in large part, to the strength of the U.S. dollar relative to local currencies. Excluding the negative impact of currency translation, international professional sales grew in low double digits for the period. Average shares of common stock outstanding for the third quarter and nine months of 1993 were 651.7 and 653.9 million, respectively, compared with 655.5 and 660.8 million for the same periods a year ago. - 14 - LIQUIDITY AND CAPITAL RESOURCES Net debt (borrowings net of cash and current marketable securities) was 21.3% of net capital compared with 22.7% at the end of 1992. Net debt increased by $20 million during the first nine months of 1993 to $1.54 billion at the end of the third quarter. Total debt represented 28.9% of total capital (stockholders' equity and total borrowings) at quarter end, compared with 31.7% at the end of 1992. Additions to property, plant and equipment were $631 million for the first nine months of 1993, compared with $687 for the same period in 1992. On October 25, 1993, the Board of Directors approved a regular quarterly dividend of 26 cents per share payable on December 7, 1993 to stockholders of record as of November 16, 1993. OTHER Earlier in the quarter, the Company announced plans to reduce future annual costs through a voluntary early retirement program and other initiatives. As previously announced, the estimated cost of these actions is approximately $200 million pretax, and has been primarily provided for in the previously disclosed reserve for SFAS No. 112, "Employers' Accounting for Post-Employment Benefits." This cost will not result in a special charge to consolidated earnings. - 15 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JOHNSON & JOHNSON (Registrant) Date: November 15, 1993 By C. H. Johnson C. H. Johnson (Vice President, Finance) Date: November 15, 1993 By A. W. Roulston A. W. Roulston (Vice Pres., Corporate Controller) -16 - EXHIBIT INDEX Regulation S-K Description Exhibit Table of Page Item No. Exhibit No. 11 Calculation of Earnings 18-19 per Share - 17 - JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Quarter Ended Oct. 3, Sept 27, 1993 1992 1. Net Earnings ................ $ 454 414 2. Average number of shares outstanding during the period............ 651.7 655.5 3. Earnings per share based upon average outstanding shares (1 / 2) $ .70 .63 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 651.7 655.5 b. Shares issuable under stock compensation agreements at quarter-end .............. .7 .7 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 19.0 23.2 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 521 633 e. Market price of the Company's common stock at fiscal quarter-end............... 39.13 47.63 f. Shares which could be repurchased under the treasury stock method (4d / 4e) ................ 13.3 13.3 g. Addition to average outstanding shares (4b + 4c - 4f)..... 6.4 10.6 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 658.1 666.1 i. Fully diluted earnings per share (1 / 4h) ................. $ .69 .62 - 18 - JOHNSON & JOHNSON AND SUBSIDIARIES CALCULATION OF EARNINGS PER SHARE (Dollars and shares in millions except per share figures) Fiscal Nine Months Ended Oct. 3, Sept 27, 1993 1992 1. Net Earnings ................. $1,452 723 2. Average number of shares outstanding during the period............ 653.9 660.8 3. Earnings per share based upon average outstanding shares (1 / 2).... 2.22 1.09 4. Fully diluted earnings per share: a. Average number of shares out- standing during the period. 653.9 660.8 b. Shares issuable under stock compensation agreements at quarter-end .............. .7 .7 c. Shares reserved under the stock option plan for which the market price at end of quarter exceeds the option price.. 19.0 23.2 d. Aggregate proceeds to the Company from the exercise of options in 4c ............ 521 633 e. Market price of the Company's common stock at fiscal quarter-end............... 39.13 47.63 f. Shares which could be repurchased under the treasury stock method (4d / 4e)............... 13.3 13.3 g. Addition to average outstanding shares (4b + 4c - 4f)..... 6.4 10.6 h. Shares for fully diluted earnings per share calculation (4a + 4g) ................ 660.3 671.4 i. Fully diluted earnings per share (1 / 4h)................ $ 2.20 1.08 - 19 -