UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM
10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF
1934
JOHNSON &
JOHNSON
(Exact name of registrant as
specified in its charter)
New Jersey
Registrant’s telephone number, including area code:
(732)
524-0400
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Title of each class
Name of each exchange on which registered
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Exchange Act 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 þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was
required to submit and post such
files). Yes þ No o
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. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company (as defined in
Rule 12b-2 of the Exchange Act).
Large
accelerated
filer þ Accelerated
filer o Non-accelerated
filer o Smaller
reporting
company o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ
The aggregate market value of the Common Stock held by
non-affiliates computed by reference to the price at which the
Common Stock was last sold as of the last business day of the
registrant’s most recently completed second fiscal quarter
was approximately $156 billion.
On February 8, 2010 there were 2,751,927,062 shares of
Common Stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Parts I, II and III:
Parts I and III:
Item
Page
Johnson & Johnson and its subsidiaries have
approximately 115,500 employees worldwide engaged in the
research and development, manufacture and sale of a broad range
of products in the health care field. Johnson &
Johnson is a holding company, which has more than 250 operating
companies conducting business in virtually all countries of the
world. Johnson & Johnson’s primary focus has been
on products related to human health and well-being.
Johnson & Johnson was incorporated in the State of New
Jersey in 1887.
The Company’s structure is based on the principle of
decentralized management. The Executive Committee of
Johnson & Johnson is the principal management group
responsible for the operations and allocation of the resources
of the Company. This Committee oversees and coordinates the
activities of the Consumer, Pharmaceutical and Medical Devices
and Diagnostics business segments. Each subsidiary within the
business segments is, with some exceptions, managed by citizens
of the country where it is located.
Johnson & Johnson’s operating companies are
organized into three business segments: Consumer, Pharmaceutical
and Medical Devices and Diagnostics. Additional information
required by this item is incorporated herein by reference to the
narrative and tabular (but not the graphic) descriptions of
segments and operating results under the captions
“Management’s Discussion and Analysis of Results of
Operations and Financial Condition” on pages 26
through 35 and Note 18 “Segments of Business and
Geographic Areas” under “Notes to Consolidated
Financial Statements” on page 55 of the Annual Report,
filed as Exhibit 13 to this Report on Form 10-K.
Consumer
The Consumer segment includes a broad range of products used in
the baby care, skin care, oral care, wound care and women’s
health care fields, as well as nutritional and over-the-counter
pharmaceutical products, and wellness and prevention platforms.
The Baby Care franchise includes the
JOHNSON’S®
Baby line of products. Major brands in the Skin Care franchise
include the
AVEENO®;
CLEAN &
CLEAR®;
JOHNSON’S®
Adult;
NEUTROGENA®;
RoC®;
LUBRIDERM®;
Dabao; and Vendôme product lines. The Oral Care franchise
includes the
LISTERINE®
and
REACH®
oral care lines of products. The Wound Care franchise includes
BAND-AID®
brand adhesive bandages and
PURELL®
instant hand sanitizer products. Major brands in the
Women’s Health franchise are the
CAREFREE®
Pantiliners;
STAYFREE®
sanitary protection products; and Vania Expansion products. The
nutritional and over-the-counter lines include
SPLENDA®,
No Calorie Sweetener; the broad family of
TYLENOL®
acetaminophen products;
SUDAFED®
cold, flu and allergy products;
ZYRTEC®
allergy products;
MOTRIN®
IB ibuprofen products; and
PEPCID®
AC Acid Controller from Johnson & Johnson • Merck
Consumer Pharmaceuticals Co. These products are marketed to the
general public and sold both to retail outlets and distributors
throughout the world.
Pharmaceutical
The Pharmaceutical segment includes products in the following
therapeutic areas: anti-infective, antipsychotic,
cardiovascular, contraceptive, dermatology, gastrointestinal,
hematology, immunology, neurology, oncology, pain management,
urology and virology. These products are distributed directly to
retailers, wholesalers and health care professionals for
prescription use. Key products in the Pharmaceutical segment
include:
REMICADE®
(infliximab), a biologic approved for the treatment of a number
of immune mediated inflammatory diseases;
PROCRIT®
(Epoetin alfa, sold outside the U.S. as
EPREX®),
a
biotechnology-derived
product that stimulates red blood cell production;
LEVAQUIN®
(levofloxacin) in the anti-infective field;
RISPERDAL®
CONSTA®
(risperidone), a long-acting injectable for the treatment of
schizophrenia;
CONCERTA®
(methylphenidate HCl), a product for the treatment of attention
deficit hyperactivity disorder;
ACIPHEX®/PARIET®,
a proton pump inhibitor co-marketed with Eisai Inc.;
DURAGESIC®/Fentanyl
Transdermal (fentanyl transdermal system, sold outside the U.S.
as
DUROGESIC®),
a treatment for chronic pain that offers a novel delivery
system;
VELCADE®
(bortezomib), a product for the treatment for multiple myeloma;
PREZISTA®
(darunavir) for the treatment of HIV/AIDS patients; and
INVEGA®
(paliperidone), a once-daily atypical antipsychotic.
Medical
Devices and Diagnostics
The Medical Devices and Diagnostics segment includes a broad
range of products distributed to wholesalers, hospitals and
retailers, used principally in the professional fields by
physicians, nurses, therapists, hospitals, diagnostic
laboratories and clinics. These products include Cordis’
circulatory disease management products; DePuy’s
orthopaedic joint reconstruction, spinal care and sports
medicine products; Ethicon’s surgical care, aesthetics and
women’s health products; Ethicon Endo-Surgery’s
minimally invasive surgical products; LifeScan’s blood
glucose monitoring and insulin delivery products; Ortho-Clinical
Diagnostics’ professional diagnostic products; and
Vistakon’s disposable contact lenses. Distribution to these
health care professional markets is done both directly and
through surgical supply and other dealers.
The international business of Johnson & Johnson is
conducted by subsidiaries located in 59 countries outside the
United States, which are selling products in virtually all
countries throughout the world. The products made and sold in
the international business include many of those described above
under “— Segments of Business —
Consumer,” “— Pharmaceutical” and
“— Medical Devices and Diagnostics.”
However, the principal markets, products and methods of
distribution in the international business vary with the country
and the culture. The products sold in international business
include not only those developed in the United States, but also
those developed by subsidiaries abroad.
Investments and activities in some countries outside the United
States are subject to higher risks than comparable U.S.
activities because the investment and commercial climate is
influenced by restrictive economic policies and political
uncertainties.
Raw materials essential to Johnson & Johnson’s
operating companies’ businesses are generally readily
available from multiple sources.
Johnson & Johnson and its subsidiaries have made a practice
of obtaining patent protection on their products and processes
where possible. They own or are licensed under a number of
patents relating to their products and manufacturing processes,
which in the aggregate are believed to be of material importance
to Johnson & Johnson in the operation of its businesses.
Sales of the Company’s largest product,
REMICADE®
(infliximab), accounted for approximately 7% of Johnson &
Johnson’s total revenues for fiscal 2009. Accordingly, the
patents related to this product are believed to be material to
Johnson & Johnson.
During 2007 through 2009,
RISPERDAL®
(risperidone) oral and
TOPAMAX®
(topiramate) lost basic patent protection and market exclusivity
and became subject to generic competition in the United States
and international markets.
RISPERDAL®
oral sales declined by 57.7% and 37.8% in 2009 and 2008,
respectively.
TOPAMAX®
lost market exclusivity in March 2009 and sales declined by
57.9% as compared to 2008. The next significant patent scheduled
to expire on December 20, 2010 is for
LEVAQUIN®
(levofloxacin), which accounted for 2.5% of the Company’s
2009 sales. A pediatric extension for
LEVAQUIN®
was granted by the U.S. Food and Drug Administration
(“FDA”), which extends market exclusivity in the
United States through June 20, 2011.
Johnson & Johnson’s operating companies have made a
practice of selling their products under trademarks and of
obtaining protection for these trademarks by all available
means. These trademarks are protected by registration in the
United States and other countries where such products are
marketed. Johnson & Johnson considers these trademarks in
the aggregate to be of material importance in the operation of
its businesses.
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 and development activity.
In all of their product lines, Johnson & Johnson’s
operating companies compete with companies both large and small,
and both local and global, located throughout the world.
Competition exists in all product lines without regard to the
number and size of the competing companies involved. Competition
in research, involving the development and the improvement of
new and existing products and processes, is particularly
significant. The development of new and innovative products is
important to Johnson & Johnson’s success in all areas
of its business. This also includes protecting the
Company’s portfolio of intellectual property. The
competitive environment requires substantial investments in
continuing research and in maintaining sales forces. In
addition, the development and maintenance of customer demand for
the Company’s consumer products involves significant
expenditures for advertising and promotion.
Research activities represent a significant part of Johnson
& Johnson’s subsidiaries’ businesses. Major
research facilities are located not only in the United States,
but also in Belgium, Brazil, Canada, China, France, Germany,
India, Israel, Japan, the Netherlands, Singapore and the United
Kingdom. The costs of worldwide Company-sponsored research
activities relating to the development of new products,
improvement of existing products, technical support of products
and compliance with governmental regulations for the protection
of consumers and patients (excluding purchased in-process
research and development charges for fiscal 2008 and 2007),
amounted to $7.0 billion, $7.6 billion and
$7.7 billion for fiscal years 2009, 2008 and 2007,
respectively. These costs are charged directly to expense, or
directly against income, in the year in which incurred.
Johnson & Johnson’s operating companies are subject to
a variety of U.S. and international 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 during the past year, and is not
expected to, have a material effect upon its capital
expenditures, cash flows, earnings or competitive position.
Most of Johnson & Johnson’s businesses are subject to
varying degrees of governmental regulation in the countries in
which operations are conducted, and the general trend is toward
increasingly stringent regulation. In the United States, the
drug, device, diagnostics and cosmetic industries have long been
subject to regulation by various federal and state agencies,
primarily as to product safety, efficacy, manufacturing,
advertising, labeling and safety reporting. The exercise of
broad regulatory powers by 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
are also evident in major markets outside of the United States.
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 around the world. 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, use or purchase particular
medical devices. Payers have become a more potent force in the
market place and increased attention is being paid to drug and
medical device pricing, appropriate drug and medical device
utilization and the quality and costs of health care.
The regulatory agencies under whose purview Johnson &
Johnson’s operating companies operate have administrative
powers that may subject those companies to such actions as
product withdrawals, recalls, seizure of products and other
civil and criminal sanctions. In some cases, Johnson &
Johnson’s operating companies may deem it advisable to
initiate product recalls.
In addition, business practices in the health care industry have
come under increased scrutiny, particularly in the United
States, by government agencies and state attorneys general, and
resulting investigations and prosecutions carry the risk of
significant civil and criminal penalties.
The Company’s main corporate Web site address is
www.jnj.com. Copies of Johnson & Johnson’s
Quarterly Reports on
Form 10-Q,
Annual Report on
Form 10-K
and Current Reports on
Form 8-K
filed or furnished to the U.S. Securities and Exchange
Commission (the “SEC”), and any amendments to the
foregoing, will be provided without charge to any shareholder
submitting a written request to the Secretary at the principal
executive offices of the Company or by calling
1-800-950-5089.
All of the Company’s SEC filings are also available on the
Company’s Web site at
www.investor.jnj.com/governance/materials.cfm, as soon as
reasonably practicable after having been electronically filed or
furnished to the SEC. All SEC filings are also available at the
SEC’s Web site at www.sec.gov. In addition, the
written charters of the Audit Committee, the Compensation &
Benefits Committee and the Nominating & Corporate
Governance Committee of the Board of Directors and the
Company’s Principles of Corporate Governance, Policy on
Business Conduct for employees and Code of Business Conduct
& Ethics for Members of the Board of Directors and
Executive Officers are available at the
www.investor.jnj.com/governance/materials.cfm Web site
address and will be provided without charge to any shareholder
submitting a written request, as provided above.
Not applicable. Some important factors that could cause the
Company’s actual results to differ from the Company’s
expectations in any forward-looking statements in this Report
are set forth in Exhibit 99 to this Report on
Form 10-K.
Not applicable.
Johnson & Johnson and its subsidiaries operate 143
manufacturing facilities occupying approximately
21.4 million square feet of floor space.
The manufacturing facilities are used by the industry segments
of Johnson & Johnson’s business approximately as
follows:
Segment
thousands)
Consumer
Pharmaceutical
Medical Devices and Diagnostics
Worldwide Total
Within the United States, 7 facilities are used by the
Consumer segment, 12 by the Pharmaceutical segment and 37 by the
Medical Devices and Diagnostics segment. Johnson &
Johnson’s manufacturing operations outside the United
States are often conducted in facilities that serve more than
one business segment.
The locations of the manufacturing facilities by major
geographic areas of the world are as follows:
Geographic Area
Facilities
United States
Europe
Western Hemisphere, excluding U.S.
Africa, Asia and Pacific
In addition to the manufacturing facilities discussed above,
Johnson & Johnson and its subsidiaries maintain numerous
office and warehouse facilities throughout the world. Research
facilities are also discussed in Item 1 under “Business
— Research and Development.”
Johnson & Johnson and its subsidiaries generally seek to
own their 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 16
“Rental Expense and Lease Commitments” under
“Notes to Consolidated Financial Statements” on
page 53 of the Annual Report, filed as Exhibit 13 to
this Report on Form 10-K. Segment information on additions
to property, plant and equipment is contained in Note 18
“Segments of Business and Geographic Areas” under
“Notes to Consolidated Financial Statements” on
page 55 of the Annual Report, filed as Exhibit 13 to
this Report on Form 10-K.
The information set forth in Note 21 “Legal
Proceedings” under “Notes to Consolidated Financial
Statements” on pages 57 through 63 of the Annual
Report is incorporated herein by reference and filed as
Exhibit 13 to this Report on
Form 10-K.
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.
Listed below are the executive officers of Johnson &
Johnson as of February 8, 2010, 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, the 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 the material
captioned “Election of Directors” in the Proxy
Statement.
Name
Age
Position
Dominic J. Caruso
Member, Executive Committee; Vice President, Finance; Chief
Financial Officer(a)
Russell C. Deyo
Member, Executive Committee; Vice President, Human Resources and
General Counsel(b)
Colleen A. Goggins
Member, Executive Committee; Worldwide Chairman, Consumer
Group(c)
Alex Gorsky
Member, Executive Committee; Worldwide Chairman, Medical Devices
and Diagnostics Group(d)
Sherilyn S. McCoy
Member, Executive Committee; Worldwide Chairman, Pharmaceuticals
Group(e)
William C. Weldon
Chairman, Board of Directors; Chairman, Executive Committee;
Chief Executive Officer
As of February 8, 2010, there were 185,121 record holders
of Common Stock of the Company. Additional information called
for by this item is incorporated herein by reference to: the
material under the captions “Management’s Discussion
and Analysis of Results of Operations and Financial
Condition — Liquidity and Capital
Resources — Share Repurchase and Dividends” on
page 32; “ — Other
Information — Common Stock Market Prices” on
page 35; Note 17 “Common Stock, Stock Option
Plans and Stock Compensation Agreements” under “Notes
to Consolidated Financial Statements” on pages 53 and
54; and “Shareholder Return Performance Graphs” on
page 67 of the Annual Report, filed as Exhibit 13 to
this Report on
Form 10-K;
and Item 12 “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters — Equity Compensation Plan Information”
of this Report on
Form 10-K.
Issuer
Purchases of Equity Securities
On July 9, 2007, the Company announced that its Board of
Directors approved a stock repurchase program, authorizing the
Company to buy back up to $10 billion of the Company’s
Common Stock. Share repurchases take place on the open market
from time to time based on market conditions. The repurchase
program has no time limit and may be suspended for periods or
discontinued at any time. Any shares acquired will be available
for general
corporate purposes. The Company funds the share repurchase
program through a combination of available cash and debt. The
Company does not expect its triple-A credit rating to be
affected by the share repurchase program. As of January 3,
2010, an aggregate of 140,377,700 shares were purchased for a
total of $8.9 billion since the inception of the repurchase
program announced on July 9, 2007.
In addition, Common Stock purchases on the open market are made
as part of a systematic plan related to the Company’s
compensation programs.
The following table provides information with respect to Common
Stock purchases by the Company during the fiscal fourth quarter
of 2009.
Period
September 28, 2009 through October 25, 2010
October 26, 2009 through November 22, 2009
November 23, 2009 through January 3, 2010
Total
The information called for by this item is incorporated herein
by reference to the material under the caption “Summary of
Operations and Statistical Data 1999-2009” on page 66
of the Annual Report, filed as Exhibit 13 to this Report on
Form 10-K.
The information called for by this item is incorporated herein
by reference to the narrative and tabular (but not the graphic)
material under the caption “Management’s Discussion
and Analysis of Results of Operations and Financial
Condition” on pages 26 through 35 of the Annual
Report, filed as Exhibit 13 to this Report on
Form 10-K.
The information called for by this item is incorporated herein
by reference to the material under the caption
“Management’s Discussion and Analysis of Results of
Operations and Financial Condition — Liquidity and
Capital Resources — Financing and Market Risk” on
page 32 and Note 1 “Summary of Significant
Accounting Policies — Financial Instruments”
under “Notes to Consolidated Financial Statements” on
page 42 of the Annual Report, filed as Exhibit 13 to
this Report on
Form 10-K.
The information called for by this item is incorporated herein
by reference to the Audited Consolidated Financial Statements
and Notes thereto and the material under the caption
“Report of Independent Registered Public Accounting
Firm” on pages 36 through 65 of the Annual Report,
filed as Exhibit 13 to this Report on
Form 10-K.
Disclosure Controls and Procedures. At the end
of the period covered by this report, the Company evaluated the
effectiveness of the design and operation of its disclosure
controls and procedures. The Company’s disclosure controls
and procedures are designed to ensure that information required
to be disclosed by the Company in the reports that it files or
submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the Company’s
management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure. William C. Weldon, Chairman and Chief Executive
Officer, and Dominic J. Caruso, Chief Financial Officer,
reviewed and participated in this evaluation. Based on this
evaluation, Messrs. Weldon and Caruso concluded that, as of
the end of the period covered by this report, the Company’s
disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial
Reporting. Under Section 404 of the
Sarbanes-Oxley Act of 2002, management is required to assess the
effectiveness of the Company’s internal control over
financial reporting as of the end of each fiscal year and
report, based on that assessment, whether the Company’s
internal control over financial reporting is effective.
Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting.
The Company’s internal control over financial reporting is
designed to provide reasonable assurance as to the reliability
of the Company’s financial reporting and the preparation of
external financial statements in accordance with generally
accepted accounting principles.
Internal control over financial reporting, no matter how well
designed, has inherent limitations. Therefore, internal control
over financial reporting determined to be effective can provide
only reasonable assurance with respect to financial statement
preparation and may not prevent or detect all misstatements.
Moreover, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
The Company’s management has assessed the effectiveness of
the Company’s internal control over financial reporting as
of January 3, 2010. In making this assessment, the Company
used the criteria established by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in
“Internal Control-Integrated Framework.” These
criteria are in the areas of control environment, risk
assessment, control activities, information and communication,
and monitoring. The Company’s assessment included extensive
documenting, evaluating and testing the design and operating
effectiveness of its internal control over financial reporting.
Based on the Company’s processes and assessment, as
described above, management has concluded that, as of
January 3, 2010, the Company’s internal control over
financial reporting was effective.
The effectiveness of the Company’s internal control over
financial reporting as of January 3, 2010 has been audited
by PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report, which appears in the
“Report of Independent Registered Public Accounting
Firm” on page 64 of the Annual Report, which is
incorporated herein by reference and filed as Exhibit 13 to
this Report on
Form 10-K.
Changes in Internal Control Over Financial
Reporting. During the fiscal quarter ended
January 3, 2010, there were no changes in the
Company’s internal control over financial reporting
identified in connection with the evaluation of such referred to
above in this Item 9A that have materially affected, or are
reasonably likely to materially affect, the Company’s
internal control over financial reporting.
The information called for by this item is incorporated herein
by reference to the material under the captions “Election
of Directors” and “Stock Ownership and Section 16
Compliance — Section 16(a) Beneficial Ownership
Reporting Compliance” and the discussion of the Audit
Committee under the caption “Corporate
Governance — Board Committees” in the Proxy
Statement; and the material under the caption “Executive
Officers of the Registrant” in Part I of this Report
on
Form 10-K.
The Company’s Policy on Business Conduct, which covers all
employees (including the Chief Executive Officer, Chief
Financial Officer and Controller), meets the requirements of the
SEC rules promulgated under Section 406 of the
Sarbanes-Oxley Act of 2002. The Policy on Business Conduct is
available on the Company’s Web site at
www.investor.jnj.com/governance/policies.cfm, and copies
are available to shareholders without charge upon written
request to the Secretary at the Company’s principal
executive offices. Any substantive amendment to the Policy on
Business Conduct or any waiver of the Policy granted to the
Chief Executive Officer, the Chief Financial Officer or the
Controller will be posted on the Company’s Web site at
www.investor.jnj.com/governance.cfm
within five business days (and retained on the Web site for at
least one year).
In addition, the Company has adopted a Code of Business Conduct
& Ethics for Members of the Board of Directors and
Executive Officers. The Code of Business Conduct & Ethics
for Members of the Board of Directors and Executive Officers is
available on the Company’s Web site at
www.investor.jnj.com/governance/policies.cfm, and copies
are available to shareholders without charge upon written
request to the Secretary at the Company’s principal
executive offices. Any substantive amendment to the Code or any
waiver of the Code granted to any member of the Board of
Directors or any executive officer will be posted on the
Company’s Web site at
www.investor.jnj.com/governance.cfm within five business
days (and retained on the Web site for at least one year).
The information called for by this item is incorporated herein
by reference to the material under the captions
“Compensation Discussion and Analysis,”
“Executive and Director Compensation” and
“Compensation Committee Report” in the Proxy Statement.
The material incorporated herein by reference to the material
under the caption “Compensation Committee Report” in
the Proxy Statement shall be deemed furnished, and not filed, in
this Report on
Form 10-K
and shall not be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, as a result of this
furnishing, except to the extent that the Registrant
specifically incorporates it by reference.
Additional information called for by this item is incorporated
herein by reference to the material under the captions
“Stock Ownership and Section 16 Compliance” in
the Proxy Statement and Note 17 “Common Stock, Stock
Option Plans and Stock Compensation Agreements” under
“Notes to Consolidated Financial Statements” on
pages 53 and 54 of the Annual Report, filed as
Exhibit 13 to this Report on
Form 10-K.
Equity
Compensation Plan Information
The following table provides certain information as of
January 3, 2010 concerning the shares of the Company’s
Common Stock that may be issued under existing equity
compensation plans.
Equity Compensation Plans Approved by Security
Holders(1)
Equity Compensation Plans Not Approved by Security
Holders(2)(3)
The shares that are included in this column that were issued
under plans not approved by shareholders of the applicable
acquired company are: 131,183 shares issuable under the
1996 Scios Non-Officer Stock Option Plan; and 35,171 shares
issuable under warrants under an Inverness Medical plan.
The information called for by this item is incorporated herein
by reference to the material under the captions
“Transactions with Related Persons” and
“Corporate Governance — Director
Independence” in the Proxy Statement.
The information called for by this item is incorporated herein
by reference to the material under the caption
“Ratification of Appointment of Independent Registered
Public Accounting Firm” in the Proxy Statement.
(a) The following documents are filed as part of this
report:
1. Financial Statements
The following Audited Consolidated Financial Statements and
Notes thereto and the material under the caption “Report of
Independent Registered Public Accounting Firm” on
pages 36 through 64 of the Annual Report are incorporated
herein by reference and filed as Exhibit 13 to this Report
on
Form 10-K:
Consolidated Balance Sheets at end of Fiscal Years 2009 and 2008
Consolidated Statements of Earnings for Fiscal Years 2009, 2008
and 2007
Consolidated Statements of Equity for Fiscal Years 2009, 2008
and 2007
Consolidated Statements of Cash Flows for Fiscal Years 2009,
2008 and 2007
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
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 item is incorporated herein
by reference to the Exhibit Index in this report.
Schedule Of Valuation And Qualifying Accounts Disclosure
JOHNSON &
JOHNSON AND SUBSIDIARIES
Fiscal Years Ended January 3, 2010, December 28,
2008 and December 30, 2007
(Dollars in Millions)
2009
Accrued
Rebates(1)
Accrued Returns
Accrued Promotions
Subtotal
Reserve for doubtful accounts
Reserve for cash discounts
2008
2007
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 1, 2010
JOHNSON & JOHNSON
(Registrant)
/s/ W.
C. Weldon
W. C. Weldon, Chairman, Board of Directors,
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Signature
Title
Date
/s/ D. J.
Caruso
/s/ S.
J. Cosgrove
/s/ M.
S. Coleman
/s/ J.
G. Cullen
/s/ M.
M. E. Johns
/s/ A.
G. Langbo
/s/ S.
L. Lindquist
March 1, 2010
/s/ A.
M. Mulcahy
/s/ L. F.
Mullin
/s/ W.
D. Perez
/s/ C.
Prince
/s/ D.
Satcher
To the Board
of Directors of
Johnson & Johnson:
Our audits of the consolidated financial statements and of the
effectiveness of internal control over financial reporting
referred to in our report dated March 1, 2010 appearing in
the 2009 Annual Report to Shareholders of Johnson & Johnson
(which report and consolidated financial statements are
incorporated by reference in this Annual Report on
Form 10-K)
also included an audit of the financial statement schedule
listed in Item 15(a)2 of this
Form 10-K.
In our opinion, this financial statement schedule presents
fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated
financial statements.
/s/ PricewaterhouseCoopers
LLP
PricewaterhouseCoopers LLP
New York, New York
March 1, 2010
Item No.
of Exhibit
A copy of any of the Exhibits listed above will be provided
without charge to any shareholder submitting a written request
specifying the desired exhibit(s) to the Secretary at the
principal executive offices of the Company.