-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AMGmbVXZMvzfAEY1adnWFvISlvvFrTbtobnDR87/GEsQf1QL5HNQSXidIvkboRKu tgeFFJO7DiAdG7noNmOs9w== 0000200406-06-000108.txt : 20060718 0000200406-06-000108.hdr.sgml : 20060718 20060718110857 ACCESSION NUMBER: 0000200406-06-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060718 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060718 DATE AS OF CHANGE: 20060718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03215 FILM NUMBER: 06966467 BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 732-524-2455 MAIL ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 8-K 1 eightk.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2006 JOHNSON & JOHNSON (Exact name of registrant as specified in its charter) New Jersey 1-3215 22-1024240 (State or other Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933 (Address of principal executive offices) (zip code) Registrant's telephone number including area code: (732) 524-0400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) Item 2.02 Results of Operations and Financial Condition On July 18, 2006, Johnson & Johnson ("J&J") issued the attached press release announcing its sales and earnings for the second quarter ended July 2, 2006. Item 9.01 Financial Statements and Exhibits Exhibit No. Description of Exhibit 99.15 Press Release dated July 18, 2006 for the period ended July 2, 2006. 99.2O Unaudited Comparative Supplementary Sales Data and Condensed Consolidated Statement of Earnings for the second quarter. SIGNATURE 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 hereunto duly authorized. JOHNSON & JOHNSON Date: July 18, 2006 By: /s/ Stephen J. Cosgrove Stephen J. Cosgrove Chief Accounting Officer EX-99.15 OTH FIN ST 2 ninetyninefifteen.txt Exhibit 99.15 FOR IMMEDIATE RELEASE Johnson & Johnson Reports 2006 Second Quarter EPS Increase of 10.5% on Sales Increase of 4.7% New Brunswick, NJ (July 18, 2006) - Johnson & Johnson today announced record sales for the second quarter of $13.4 billion, an increase of 4.7% as compared to the second quarter of 2005. Operational growth was 4.8% with a negative currency impact of .1%. Domestic sales were up 4.4%, while international sales increased 5.1%, reflecting operational growth of 5.2% and a negative currency impact of .1%. Net earnings and diluted earnings per share for the second quarter of 2006 were $2.8 billion and $.95, respectively. The second quarter included an after-tax in-process research and development charge of $87 million associated with the acquisition of Vascular Control Systems Inc. Prior-year second quarter net earnings included after-tax in-process research and development charges of $353 million associated with the acquisitions of Peninsula Pharmaceuticals, Inc., CLOSURE Medical Corporation and TransForm Pharmaceuticals, Inc. Net earnings for the second quarter of 2005 also included a gain of $225 million for a tax adjustment associated with a technical correction made to the American Jobs Creation Act. Excluding the impact of these items, net earnings for the current quarter were $2.9 billion and diluted earnings per share were $.98, representing increases of 7.0% and 8.9%, respectively, as compared to the same period in 2005.* "Our second quarter results demonstrated improving performance, which is anticipated to continue throughout the remainder of the year," said William C. Weldon, Chairman and Chief Executive Officer. "We have made a number of business- building investments and have received several significant regulatory product approvals. These investments and approvals will help us both sustain important leadership positions as well as enter new high growth markets characterized by unmet medical need." Worldwide Medical Devices and Diagnostics sales of $5.2 billion for the second quarter represented a 6.2% increase over the prior year with operational growth of 6.7% and a negative impact from currency of .5%. Domestic sales increased 8.9%, while international sales increased 3.5% (4.6% from operations less 1.1% from negative currency). Primary contributors to the operational growth included Ethicon Endo-Surgery's minimally invasive products; Cordis' CYPHERr Sirolimus-eluting Coronary Stent; Vistakon's disposable contact lenses and LifeScan's blood glucose monitoring and insulin delivery products. During the quarter, the Company announced the completion of the acquisition of Vascular Control Systems, Inc., a privately held company focused on developing medical devices to treat fibroids and to control bleeding in obstetric and gynecologic applications. In July, the Company acquired Colbar LifeScience Ltd., a privately held biotechnology company specializing in reconstructive medicine and tissue engineering. In addition, the Company received CE Mark approval in Europe for CYPHER SELECTTM PLUS, the first third-generation drug- eluting stent to receive such an approval. Worldwide Pharmaceutical sales of $5.8 billion for the second quarter represented an increase over the prior year of 3.2% on both a reported and an operational basis. Domestic sales increased 2.4%, while international sales increased 4.7%. Sales growth reflects the strong performance of RISPERDALr (risperidone), an antipsychotic medication; REMICADEr (infliximab), a biologic approved for the treatment of a number of immune mediated inflammatory diseases; TOPAMAXr (topiramate), an antiepileptic and a treatment for the prevention of migraine headaches, and CONCERTAr (methylphenidate HCl), a treatment for attention deficit hyperactivity disorder. During the quarter, the U.S. Food and Drug Administration (FDA) granted accelerated approval of the anti-HIV medication PREZISTATM (darunavir). The FDA also approved IONSYSTM (fentanyl iontophoretic transdermal system), the first needle-free, patient-activated analgesic system; and REMICADEr (infliximab) for reducing signs and symptoms in pediatric patients with moderately to severely active Crohn's disease. JURNISTATM prolonged-release tablets (Hydromorphone HCl), a new prescription treatment for severe pain, received approval through the European Mutual Recognition Procedure. In addition, the Company submitted a Marketing Authorization Application to the European Medicines Agency for Paliperidone prolonged-release tablets, a once daily, oral medication for the treatment of schizophrenia. Also during the quarter, the Company completed an agreement with Vertex Pharmaceuticals Inc. to develop and commercialize Vertex's investigational hepatitis C virus (HCV) protease inhibitor, VX-950. The Company will have exclusive rights in Europe, South America, the Middle East, Africa and Australia. In June, the Company announced it had entered into an agreement with Metabolex, Inc., for an exclusive license for worldwide development and commercialization of metaglidasen and MBX-2044, two compounds in clinical development for the treatment of Type 2 diabetes. Worldwide Consumer segment sales of $2.4 billion for the second quarter represented a 5.3% increase over the prior year with operational growth of 4.5% and a positive impact from currency of .8%. Domestic sales increased 1.0%, while international sales increased 9.2% (7.7% from operations and 1.5% from currency). Sales growth reflects strong performance by the skin care lines of AVEENOr and JOHNSON'S adult skin products. Baby & Child Care products and McNeil Nutritional's SPLENDAr sweetener also contributed to the results in the Consumer segment. The acquisition of Groupe Vendome, a privately held French marketer of adult and baby skin care products, was completed during the quarter. In addition, the Company announced that it had entered into a definitive agreement to acquire Pfizer Consumer Healthcare for $16.6 billion in cash. The transaction is projected to close by the end of 2006 and is subject to customary clearances, including the Hart-Scott-Rodino Antitrust Improvements Act and European Union merger control regulation. Johnson & Johnson is the world's most comprehensive and broadly based manufacturer of health care products, as well as a provider of related services, for the consumer, pharmaceutical and medical devices and diagnostics markets. The more than 230 Johnson & Johnson operating companies employ approximately 116,200 men and women in 57 countries and sell products throughout the world. * Net earnings and diluted earnings per share excluding in- process research and development charges and a revised tax impact for the American Jobs Creation Act are non-GAAP financial measures and should not be considered replacements for GAAP results. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the accompanying tables to this release. NOTE TO INVESTORS: Johnson & Johnson will conduct a meeting with financial analysts to discuss this news release today at 8:30 a.m., Eastern Daylight Savings Time. A simultaneous webcast of the meeting for interested investors and others may be accessed by clicking on the webcast icon from the jnj.com Homepage or by clicking on Calendar of Events in the Investor Relations section of the Web site. A replay will be available approximately two hours after the live webcast by clicking on "Webcasts/Presentations" in the Investor Relations section. (This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Company's expectations and projections. Risks and uncertainties include general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign health care reforms and governmental laws and regulations; and trends toward health care cost containment. A further list and description of these risks, uncertainties and other factors can be found in Exhibit 99 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2006. Copies of this Form 10-K, as well as subsequent filings, are available online at www.sec.gov or on request from the Company. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.) EX-99.2O OTH FIN ST 3 ninetyninetwenty.txt Exhibit 99.20 Johnson & Johnson and Subsidiaries Supplementary Sales Data (Unaudited; Dollars in Millions) SECOND QUARTER 2006 2005 Percent Percent Percent Change Change Change Total Operations Currency Sales to customers by segment of business Consumer U.S. $1,103 1,092 1.0 % 1.0 -- International 1,295 1,186 9.2 7.7 1.5 2,398 2,278 5.3 4.5 0.8 Pharmaceutical U.S. 3,682 3,595 2.4 2.4 -- International 2,128 2,033 4.7 4.7 0.0 5,810 5,628 3.2 3.2 0.0 Med Device & Diagnostics U.S. 2,590 2,378 8.9 8.9 -- International 2,565 2,478 3.5 4.6 (1.1) 5,155 4,856 6.2 6.7 (0.5) U.S. 7,375 7,065 4.4 4.4 -- International 5,988 5,697 5.1 5.2 (0.1) Worldwide $13,363 $12,762 4.7 % 4.8 (0.1) Johnson & Johnson and Subsidiaries Supplementary Sales Data (Unaudited; Dollars in Millions) SIX MONTHS 2006 2005 Percent Percent Percent Change Change Change Total Operations Currency Sales to customers by segment of business Consumer U.S. $2,253 2,206 2.1 % 2.1 -- International 2,500 2,352 6.3 6.7 (0.4) 4,753 4,558 4.3 4.5 (0.2) Pharmaceutical U.S. 7,383 7,378 0.1 0.1 -- International 4,053 4,005 1.2 3.8 (2.6) 11,436 11,383 0.5 1.4 (0.9) Med Device & Diagnostics U.S. 5,110 4,739 7.8 7.8 -- International 5,056 4,914 2.9 6.8 (3.9) 10,166 9,653 5.3 7.3 (2.0) U.S. 14,746 14,323 3.0 3.0 -- International 11,609 11,271 3.0 5.7 (2.7) Worldwide $26,355 25,594 3.0 % 4.2 (1.2) Johnson & Johnson and Subsidiaries Supplementary Sales Data (Unaudited; Dollars in Millions) SECOND QUARTER 2006 2005 Percent Percent Percent Change Change Change Total Operations Currency Sales to customers by geographic area U.S. $7,375 7,065 4.4 % 4.4 -- Europe 3,295 3,186 3.4 4.3 (0.9) Western 876 751 16.6 9.4 7.2 Hemisphere excluding U.S. Asia-Pacific, 1,817 1,760 3.2 5.2 (2.0) Africa International 5,988 5,697 5.1 5.2 (0.1) Worldwide $13,363 12,762 4.7 % 4.8 (0.1) Johnson & Johnson and Subsidiaries Supplementary Sales Data (Unaudited; Dollars in Millions) SIX MONTHS 2006 2005 Percent Percent Percent Change Change Change Total Operations Currency Sales to customers by geographic area U.S. $14,746 14,323 3.0 % 3.0 -- Europe 6,366 6,362 0.1 4.8 (4.7) Western Hemisphere 1,698 1,477 15.0 7.5 7.5 excluding U.S. Asia-Pacific, 3,545 3,432 3.3 6.7 (3.4) Africa International 11,609 11,271 3.0 5.7 (2.7) Worldwide $26,355 25,594 3.0 % 4.2 (1.2) Johnson & Johnson and Subsidiaries (1) Condensed Consolidated Statement of Earnings (Unaudited; in Millions Except Per Share Figures) SECOND QUARTER 2006 2006 2005 2005 Percent Amount Percent Amount Percent Increase to Sales to Sales (Decrease) Sales to customers $13,363 100.0 $12,762 100.0 4.7 Cost of products sold 3,788 28.3 3,522 27.6 7.6 Selling, marketing and administrative expenses 4,351 32.6 4,278 33.5 1.7 Research Expense 1,828 13.7 1,525 11.9 19.9 In-process research & development 87 0.6 353 2.8 Interest (income) expense, net (196) (1.5) (94) (0.7) Other (income) expense, net (98) (0.7) (88) (0.7) Earnings before provision for taxes on income 3,603 27.0 3,266 25.6 10.3 Provision for taxes on income 783 5.9 678 5.3 15.5 Net earnings $2,820 21.1 $2,588 20.3 9.0 Net earnings per share (Diluted) $0.95 $0.86 10.5 Average shares outstanding (Diluted) 2,974.4 3,024.7 Effective tax rate 21.7 % 20.8 % Adjusted earnings before provision for taxes and net earnings(A) Earnings before provision for taxes on income $3,690(2) 27.6 $3,619(3) 28.4 2.0 Net earnings $2,907(2) 21.7 $2,716(3) 21.3 7.0 Net earnings per share (Diluted) $0.98(2) $0.90(3) 8.9 Effective tax rate 21.2 % 25.0 % (1) The company has adopted SFAS No. 123 (R), Shared Based Payment, applying the modified retrospective transition method. Previously reported financial statements have been restated accordingly. (2) The difference between as reported earnings before provision for taxes on income and net earnings and adjusted earnings before provision for taxes on income and net earnings is the exclusion of IPR&D of $87 million before tax with no tax benefit, or $0.03 per share. (3) The difference between as reported earnings before provision for taxes on income and net earnings and adjusted earnings before provision for taxes on income and net earnings is the exclusion of IPR&D of $353 million before tax with no tax benefit, or $0.12 per share, and the exclusion of a $225 million tax gain, or $0.08 per share, due to the reversal of a tax liability related to a technical correction associated with the American Jobs Creation Act of 2004. Johnson & Johnson and Subsidiaries (1) Condensed Consolidated Statement of Earnings (Unaudited; in Millions Except Per Share Figures) SIX MONTHS 2006 2006 2005 2005 Percent Amount Percent Amount Percent Increase to Sales to Sales (Decrease) Sales to customers $26,355 100.0 $25,594 100.0 3.0 Cost of products sold 7,400 28.1 7,018 27.4 5.4 Selling, marketing and administrative expenses 8,446 32.0 8,405 32.8 0.5 Research Expense 3,360 12.7 2,909 11.4 15.5 In-process research & development 124 0.5 353 1.4 Interest (income) expense, net (377) (1.4) (163) (0.6) Other (income) expense, net (816) (3.1) (121) (0.5) Earnings before provision for taxes on income 8,218 31.2 7,193 28.1 14.2 Provision for taxes on income 2,093 8.0 1,766 6.9 18.5 Net earnings $6,125 23.2 $5,427 21.2 12.9 Net earnings per share (Diluted) $2.05 $1.80 13.9 Average shares outstanding (Diluted) 2,982.5 3,021.8 Effective tax rate 25.5 % 24.6 % Adjusted earnings before provision for taxes and net earnings(A) Earnings before provision for taxes on income $7,720(2) 29.3 $7,546(3) 29.5 2.3 Net earnings $5,873(2) 22.3 $5,555(3) 21.7 5.7 Net earnings per share (Diluted) $1.97(2) $1.84(3) 7.1 Effective tax rate 23.9 % 26.4 % (1) The company has adopted SFAS No. 123 (R), Shared Based Payment, applying the modified retrospective transition method. Previously reported financial statements have been restated accordingly. (2) The difference between as reported earnings before provision for taxes on income and net earnings and net earnings per share (diluted) is the Guidant acquisition termination fee of $622 million and $368 million and $0.12 per share, respectively, and IRP&D of $124 million and $116 million and $0.04 per share, respectively. (3) The difference between as reported earnings before provision for taxes on income and net earnings and adjusted earnings before provision for taxes on income and net earnings is the exclusion of IPR&D of $353 million before tax with no tax benefit, or $0.12 per share, and the exclusion of a $225 million tax gain, or $0.08 per share, due to the reversal of a tax liability related to a technical correction associated with the American Jobs Creation Act of 2004. (A) NON-GAAP FINANCIAL MEASURES "Adjusted earnings before provision for taxes on income," "adjusted net earnings," "adjusted net earnings per share (diluted)," and "adjusted effective tax rate" are non-GAAP financial measures and should not be considered replacements for GAAP results. The Company provides earnings before provision for taxes on income, net earnings, net earnings per share (diluted), and effective tax rate on an adjusted basis because management believes that these measures provide useful information to investors. Among other things, they may assist investors in evaluating the Company's results of operations period over period. In various periods, these measures may exclude such items as business development activities (including IPR&D at acquisition or upon attainment of milestones and any extraordinary expenses), strategic developments (including restructuring and product line changes), significant litigation, and changes in applicable laws and regulations (including significant accounting or tax matters). Special items may be highly variable, difficult to predict, and of a size that sometimes has substantial impact on the Company's reported results of operations for a period. Management uses these measures internally for planning, forecasting and evaluating the performances of the Company's businesses, including allocating resources and evaluating results relative to employee performance compensation targets. Unlike earnings before provision for taxes on income, net earnings, net earnings per share (diluted), and effective tax rate prepared in accordance with GAAP, adjusted earnings before provision for taxes on income, adjusted net earnings, adjusted net earnings per share (diluted), and adjusted effective tax rate may not be comparable with the calculation of similar measures for other companies. These non-GAAP financial measures are presented solely to permit investors to more fully understand how management assesses the performance of the Company. The limitations of using these non-GAAP financial measures as performance measures are that they provide a view of the Company's results of operations without including all events during a period, such as the effects of an acquisition, merger-related or other restructuring charges, or amortization of purchased intangibles, and do not provide a comparable view of the Company's performance to other companies in the health care industry. Investors should consider non-GAAP financial measures in addition to, and not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP. -----END PRIVACY-ENHANCED MESSAGE-----