JOHNSON & JOHNSON 10-K 2006
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
JOHNSON & JOHNSON
Registrants telephone number, including area code (732) 524-0400
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x 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 x
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 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 registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
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 registrants most recently completed second fiscal quarter was approximately $193 billion.
On February 28, 2006 there were 2,976,068,976 shares of Common Stock outstanding.
Item 1. BUSINESS
Johnson & Johnson and its subsidiaries have approximately 115,600 employees worldwide engaged in the manufacture and sale of a broad range of products in the health care field. Johnson & Johnson has more than 230 operating companies conducting business in virtually all countries of the world. Johnson & Johnsons 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 Companys 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 in which it is located.
Johnson & Johnsons worldwide business is divided into three 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 Managements Discussion and Analysis of Results of Operations and Financial Condition on pages 28 through 38 and Note 11 Segments of Business and Geographic Areas under Notes to Consolidated Financial Statements on page 50 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.
The Consumer segment manufactures and markets a broad range of products used in the baby and child care, skin care, oral and wound care and womens health care fields, as well as nutritional and over-the-counter pharmaceutical products. Major brands include AVEENO® skin care products; BAND-AID® Brand Adhesive Bandages; CAREFREE® Pantiliners; CLEAN & CLEAR® teen skin care products; JOHNSONS® Baby and Adult lines of products; MOTRIN® IB ibuprofen products; PEPCID® AC Acid Controller from Johnson & Johnson Merck Consumer Pharmaceuticals Co.; NEUTROGENA® skin and hair care products; RoC® skin care products; SPLENDA® No Calorie Sweetener; STAYFREE® sanitary protection products; and the broad family of TYLENOL® acetaminophen products. These products, available without prescription, are marketed principally to the general public and sold both to wholesalers and directly to independent and chain retail outlets throughout the world.
The Pharmaceutical segment includes products in the following therapeutic areas: anti-fungal, anti-infective, cardiovascular, contraceptive, dermatology, gastrointestinal, hematology, immunology, neurology, oncology, pain management, psychotropic (central nervous system) and urology. These products are distributed directly to retailers, wholesalers and health care professionals for prescription use by the general public. Key products in the Pharmaceutical segment include: RISPERDAL® (risperidone) and RISPERDAL® CONSTA® (risperidone long-acting injection), for treatment of the symptoms of schizophrenia; PROCRIT® (Epoetin alfa, sold outside the U.S. as EPREX®), a biotechnology-derived product that stimulates red blood cell production; REMICADE® (infliximab), a monoclonal antibody therapy indicated to treat the symptoms of Crohns disease, rheumatoid arthritis, ankylosing spondylitis, psoriatic arthritis and ulcerative colitis; TOPAMAX® (topiramate), an anti-epileptic and migraine prevention treatment; DURAGESIC® (fentanyl transdermal system, sold outside the U.S. as DUROGESIC®), a treatment for chronic pain that offers a novel delivery system; LEVAQUIN® (levofloxacin) and FLOXIN® (ofloxacin), both in the anti-infective field; ORTHO EVRA® (norelgestromin/ethinyl estradiol transdermal system), the first contraceptive patch approved by the U.S. Food and Drug Administration (FDA) and ORTHO TRI-CYCLEN® LO (norgestimate/ethinyl estradiol), a low dose oral contraceptive;
DOXIL® (doxorubicin HCI liposome injection), a cancer treatment; DITROPAN® XL (oxybutynin chloride), for the treatment of overactive bladder; RAZADYNETM (galantamine HBr), for patients with mild to moderate Alzheimers disease; NATRECOR® (nesiritide), a novel agent approved for congestive heart failure; VELCADE® (bortezomib), an oncology treatment; and CONCERTA® (methylphenidate HCl) a product for the treatment of attention deficit hyperactivity disorder.
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; DePuys orthopaedic joint reconstruction and spinal care products; Ethicons wound care and womens health products; Ethicon Endo-Surgerys minimally invasive surgical products; LifeScans blood glucose monitoring products; Ortho-Clinical Diagnostics professional diagnostic products and Vision Cares 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 56 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 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 which were developed in the United States, but also those which were developed by subsidiaries abroad.
Investments and activities in some countries outside the United States are subject to higher risks than comparable U.S. activities because the investment and commercial climate is influenced by restrictive economic policies and political uncertainties.
Raw materials essential to Johnson & Johnsons operating companies businesses are generally readily available from multiple sources.
Johnson & Johnson has made a practice of obtaining patent protection on its products and processes where possible. Johnson & Johnson owns or is licensed under a number of patents relating to its products and manufacturing processes, which in the aggregate are believed to be of material importance in the operation of its business. Sales of the Companys two largest products, RISPERDAL® and PROCRIT®/EPREX®, accounted for approximately 6% and 7% of Johnson & Johnsons total revenues, respectively, for fiscal 2005. Accordingly, the patents related to these products are believed to be material in relation to Johnson & Johnson as a whole.
During 2004, 2005 and 2006, DURAGESIC® (fentanyl transdermal system) in the United States and certain international markets and EPREX® (Epoetin alfa) in international markets have lost or will lose their basic patent protection and are or will be subject to generic competition. DURAGESIC® sales declined by 23.9% to $1.6 billion in 2005 as compared to 2004, due to the negative impact of generic competition primarily in the United States. Regarding EPREX®, generic competition will be limited in the near term due to the lack of approved generic compounds. Combined sales of DURAGESIC® and EPREX® accounted for approximately 5% of Johnson & Johnsons worldwide sales in 2005. The only material patent scheduled to expire during the next two years is related to RISPERDAL®, which is scheduled to expire in the United States in December 2007, with the possibility of a pediatric extension.
Johnson & Johnson has made a practice of selling its products under trademarks and of obtaining protection for these trademarks by all available means. Johnson & Johnsons trademarks are protected by registration in the United States and other countries where its products are marketed. Johnson & Johnson considers these trademarks in the aggregate to be of material importance in the operation of its business.
Worldwide sales do not reflect any significant degree of seasonality; however, spending has been heavier in the fourth quarter of each year than in other quarters. This reflects increased spending decisions, principally for advertising and research grants.
In all of their product lines, Johnson & Johnson companies compete with companies both large and small, located throughout the world. Competition is strong 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 improved products is important to Johnson & Johnsons success in all areas of its business. This competitive environment requires substantial investments in continuing research and multiple sales forces. In addition, the development and maintenance of customer acceptance of the products of Johnson & Johnsons consumer businesses involves significant expenditures for advertising and promotion.
Research activities are important to all segments of Johnson & Johnsons business. Major research facilities are located not only in the United States but also in Australia, Belgium, Brazil, Canada, China, France, Germany, Japan, the Netherlands 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 in-process research and development charges, amounted to $6,312 million, $5,203 million and $4,684 million for fiscal years 2005, 2004 and 2003, respectively. These costs are charged directly to income in the year in which incurred.
During the past year Johnson & Johnson companies were subject to a variety of federal, state and local environmental protection measures. Johnson & Johnson believes that its operations comply in all material respects with applicable environmental laws and regulations. Johnson & Johnsons compliance with these requirements did not and is not expected to have a material effect upon its capital expenditures, cash flows, earnings or competitive position.
Most of Johnson & Johnsons business is subject to varying degrees of governmental regulation in the countries in which operations are conducted, and the general trend is toward regulation of increasing stringency. In the United States, the drug, device, diagnostics and cosmetic industries have long been subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing, advertising and labeling. 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. There is also uncertainty in the United States as to the impact of the Medicare Prescription Drug, Improvement and Modernization Act, which was enacted in 2003.
The regulatory agencies under whose purview Johnson & Johnson 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 & Johnsons 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.
Copies of Johnson & Johnsons quarterly reports on Form 10-Q, annual report on Form 10-K and current reports on Form 8-K, 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 800-328-9033. All of the Companys Securities and Exchange Commission (SEC) filings are also available on the Companys Web site at www.investor.jnj.com/governance, as soon as reasonably practicable after having been electronically filed or furnished to the SEC. All SEC filings are also available at the SECs Web site at www.sec.gov. In addition, the Charters of the Audit Committee, the Compensation & Benefits Committee and the Nominating & Corporate Governance Committee of the Board of Directors and the Companys 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 Web site address and will be provided without charge to any shareholder submitting a written request, as provided above.
Item 1A. RISK FACTORS
Item 1B. UNRESOLVED STAFF COMMENTS
Johnson & Johnson and its worldwide subsidiaries operate 142 manufacturing facilities occupying approximately 18.7 million square feet of floor space.
The manufacturing facilities are used by the industry segments of Johnson & Johnsons business approximately as follows:
Within the United States, 5 facilities are used by the Consumer segment, 15 by the Pharmaceutical segment and 43 by the Medical Devices and Diagnostics segment. Johnson & Johnsons manufacturing operations outside the United States are often conducted in facilities that serve more than one segment of the business.
The locations of the manufacturing facilities by major geographic areas of the world are as follows:
In addition to the manufacturing facilities discussed above, Johnson & Johnson maintains numerous office and warehouse facilities throughout the world. Research facilities are also discussed in Item 1 under Business Research.
Johnson & Johnson generally seeks to own its manufacturing facilities, although some, principally in locations abroad, are leased. Office and warehouse facilities are often leased.
Johnson & Johnsons properties are maintained in good operating condition and repair and are well utilized.
For information regarding lease obligations see Note 4 Rental Expense and Lease Commitments under Notes to Consolidated Financial Statements on page 46 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 11 Segments of Business and Geographic Areas under Notes to Consolidated Financial Statements on page 50 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.
The information set forth in Note 18 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.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Listed below are the executive officers of Johnson & Johnson as of March 14, 2006, 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 pages 4 through 10 of Johnson & Johnsons Proxy Statement dated March 15, 2006.
As of February 28, 2006, there were 181,031 record holders of Common Stock of the Company. The other information called for by this item is incorporated herein by reference to: the material captioned Managements Discussion and Analysis of Results of Operations and Financial Condition Dividends on page 35; Common Stock Market Prices on page 38; and Note 10 under the Notes to Consolidated Financial Statements on page 49 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.
The following table provides information with respect to Common Stock share purchases by the Company during the fiscal fourth quarter of 2005. Stock purchases are made as part of a systematic plan to meet the Companys compensation programs.
The information called for by this item is incorporated herein by reference to the material captioned Summary of Operations and Statistical Data 1995-2005 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 included under Managements Discussion and Analysis of Results of Operations and Financial Condition on pages 28 through 38 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 (but not the graphic) material captioned Managements Discussion and Analysis of Results of Operations and Financial Condition Liquidity and Capital Resources on pages 34 and 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 Audited Consolidated Financial Statements and Notes thereto and the material captioned Report of Independent Registered Public Accounting Firm on pages 39 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 fiscal fourth quarter, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures. The Companys 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 Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs 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 Securities Exchange Act is accumulated and communicated to the Companys 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 Robert J. Darretta, Vice Chairman and Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Messrs. Weldon and Darretta concluded that, as of the date of their evaluation, the Companys disclosure controls and procedures were effective.
Internal Control. Managements Report on Internal Control Over Financial Reporting is included in this Report on Form 10-K in this Item 9A. During the fiscal quarter ended January 1, 2006, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
Managements 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 Companys internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Companys internal control over financial reporting is effective.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Companys financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
Internal controls over financial reporting, no matter how well designed, have 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 Companys management has assessed the effectiveness of the Companys internal control over financial reporting as of January 1, 2006. 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 Companys assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting.
Based on the Companys processes and assessment, as described above, management has concluded that, as of January 1, 2006, the Companys internal control over financial reporting was effective.
Managements assessment of the effectiveness of the Companys internal control over financial reporting as of January 1, 2006 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 65 of the Annual Report, which is incorporated herein by reference and filed as Exhibit 13 to this Report on Form 10-K.
On March 8, 2006, the Company announced that its Board of Directors has approved a stock repurchase program, authorizing the Company to buy back up to $5 billion of the Companys common stock. Repurchases will 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.
The information called for by this item is incorporated herein by reference to (a) the material under the caption Election of Directors Nominees and Other Information on pages 4 through 10 of the Proxy Statement, (b) the material in Part I hereof under the caption Executive Officers of the Registrant, (c) the discussion of the Audit Committee under the heading Directors Fees, Committees and Meetings on pages 12 and 13 of the Proxy Statement and (d) the material under the caption Section 16(a) Beneficial Ownership Reporting Compliance on page 15 of the Proxy Statement.
The Companys 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 Companys Web site at www.investor.jnj.com/governance, and copies are available to shareholders without charge upon written request to the Secretary at the Companys principal address. 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 Companys Web site at www.investor.jnj.com/governance 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 Companys Web site at www.investor.jnj.com/governance, and copies are available to shareholders without charge upon written request to the Secretary at the Companys principal address. 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 Companys Web site at www.investor.jnj.com/governance 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 following sections of the Proxy Statement: Election of Directors Directors Fees, Committees and Meetings on pages 12 through 13; Compensation & Benefits Committee Report on Executive Compensation on pages 17 through
22; Shareholder Return Performance Graphs on pages 23 and 24; and Executive Compensation on pages 25 through 31.
The information called for by this item is incorporated herein by reference to the material captioned Election of Directors Stock Ownership/Control on page 11 of the Proxy Statement and Note 10 under the Notes to Consolidated Financial Statements on page 49 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.
The following table provides certain information as of January 1, 2006 concerning the shares of the Companys Common Stock that may be issued under existing equity compensation plans.
The information called for by this item is incorporated herein by reference to the material captioned Election of Directors Certain Business Relationships on page 10 of the Proxy Statement.
The information called for by this item is incorporated herein by reference to the material under the headings Ratification of Appointment of Independent Registered Public Accounting Firm and Pre-Approval of Audit and Non-Audit Services on pages 33 through 35 of the Proxy Statement.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(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 Report of Independent Registered Public Accounting Firm on pages 39 through 65 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 2005 and 2004
Consolidated Statements of Earnings for Fiscal Years 2005, 2004 and 2003
Consolidated Statements of Equity for Fiscal Years 2005, 2004 and 2003
Consolidated Statements of Cash Flows for Fiscal Years 2005, 2004 and 2003
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.
JOHNSON & JOHNSON AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
Fiscal Years Ended January 1, 2006, January 2, 2005 and December 28, 2003
(Dollars in Millions)
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 13, 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
To the Board of Directors of
Johnson & Johnson:
Our audits of the consolidated financial statements, of managements assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated February 28, 2006, appearing in the 2005 Annual Report to Shareholders of Johnson & Johnson (which report, consolidated financial statements and assessment 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
New York, New York
February 28, 2006
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.