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JOHNSON & JOHNSON 10-K 2008 Documents found in this filing:
Table of Contents
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
(Exact name of registrant as
specified in its charter)
Registrant’s 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 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 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
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 x 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 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
registrant’s most recently completed second fiscal quarter
was approximately $178 billion.
On February 15, 2008 there were 2,832,602,429 shares
of Common Stock outstanding.
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PART
I
Item
1. BUSINESS
Johnson & Johnson and its subsidiaries have
approximately 119,200 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 36
through 47 and Note 11 “Segments of Business and
Geographic Areas” under “Notes to Consolidated
Financial Statements” on page 59 of the Annual Report,
filed as Exhibit 13 to this Report on Form 10-K.
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. Major brands include
AVEENO®
skin care products;
BAND-AID®
Brand Adhesive Bandages;
CAREFREE®
Pantiliners; CLEAN &
CLEAR®
teen skin care products;
JOHNSON’S®
Baby and Adult lines of products;
LISTERINE®
oral care products;
MOTRIN®
IB ibuprofen products;
NEUTROGENA®
skin and hair care products;
RoC®
skin care products;
PEPCID®
AC Acid Controller from Johnson &
Johnson • Merck Consumer Pharmaceuticals Co.;
REMBRANDT®
Brand of oral care products;
SPLENDA®
No Calorie Sweetener;
STAYFREE®
sanitary protection products;
SUDAFED®
cold, flu and allergy products; the broad family of
TYLENOL®
acetaminophen products and Vendôme skin care product lines.
These products 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-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 by the general public. Key products in the
Pharmaceutical segment include:
RISPERDAL®
oral (risperidone), a medication that treats the symptoms of
schizophrenia, bipolar mania and irritability associated with
autistic behavior in indicated patients,
RISPERDAL®
CONSTA®
(risperidone), a long-acting injectable, and
INVEGATM
(paliperdone) Extended-Release tablets, for the treatment of
schizophrenia;
REMICADE®
(infliximab), a biologic approved for the treatment of
Crohn’s disease, ankylosing spondylitis, psoriasis,
psoriatic arthritis, ulcerative colitis, and use in the
treatment of rheumatoid arthritis;
PROCRIT®
(Epoetin alfa, sold outside the U.S. as
EPREX®),
a
biotechnology-derived
product that stimulates red blood cell production;
TOPAMAX®
(topiramate), approved for adjunctive and monotherapy use in
epilepsy, as well as for the prophylactic treatment of migranes;
LEVAQUIN®
(levofloxacin) and
FLOXIN®
(ofloxacin), both in the anti-infective field;
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;
CONCERTA®
(methylphenidate HCl), a product for the treatment of attention
deficit hyperactivity disorder; and ORTHO
EVRA®
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(norelgestromin/ethinyl estradiol transdermal system), the first
contraceptive patch approved by the U.S. Food and Drug
Administration (“FDA”).
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 and spinal care products;
Ethicon’s wound care 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 Vision Care’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 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 “— 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 operating companies 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 its 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 two largest products,
RISPERDAL®
and
REMICADE®,
accounted for approximately 6% and 5% of Johnson &
Johnson’s total revenues, respectively, for fiscal 2007.
Accordingly, the patents related to these products are believed
to be material to Johnson & Johnson as a whole.
During 2004 through 2006,
DURAGESIC®/Fentanyl
Transdermal (fentanyl transdermal system) lost its basic patent
protection and is subject to generic competition in the United
States and certain international markets, and the basic patents
covering
EPREX®
(Epoetin alfa) have expired and increased biosimilar competition
in international markets is expected.
DURAGESIC®/Fentanyl
Transdermal sales declined by 10.1% to $1.2 billion in 2007
as compared to 2006, due to the impact of generic competition.
Combined sales of
DURAGESIC®/Fentanyl
Transdermal and
EPREX®
accounted for approximately 4% of Johnson &
Johnson’s worldwide sales in 2007. The material patents
that expired in 2007 or will expire in 2008 are related to
RISPERDAL®,
which expired in the United States in December 2007, and
TOPAMAX®,
which is scheduled to expire in the United States in September
2008. The Company has received a pediatric extension for
RISPERDAL®
oral from the FDA, which grants market exclusivity in the United
States through June 2008. The Company is on target to file for a
pediatric extension for
TOPAMAX®,
which, if obtained from the FDA, would grant market exclusivity
in the United States until March 2009.
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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,
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 &
Johnson’s success in all areas of its businesses. This also
includes protecting the Company’s portfolio of intellectual
property. The 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 & Johnson’s consumer
businesses 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 Australia, Belgium, Brazil, Canada, China, France,
Germany, India, 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 in-process research and
development charges, amounted to $7,680 million,
$7,125 million and $6,462 million for fiscal years
2007, 2006 and 2005, respectively. These costs are charged
directly to income in the year in which incurred.
Johnson & Johnson’s operating companies are 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 & 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
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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. In the United States,
implementation of the Medicare Prescription Drug, Improvement
and Modernization Act of 2003 and the Deficit Reduction Act of
2005 may cause uncertainty in reimbursement levels in certain
product segments.
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 1-800-328-9033.
All of the Company’s SEC filings are also available on the
Company’s Web site at
www.investor.jnj.com/governance.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.cfm Web site address and
will be provided without charge to any shareholder submitting a
written request, as provided above.
Item
1A. RISK FACTORS
Not applicable.
Item
1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Johnson & Johnson and its subsidiaries operate 150
manufacturing facilities occupying approximately
21.6 million square feet of floor space.
The manufacturing facilities are used by the industry segments
of Johnson & Johnson’s business approximately as
follows:
Within the United States, eight facilities are used by the
Consumer segment, 14 by the Pharmaceutical segment and 41 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.
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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 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 4
“Rental Expense and Lease Commitments” under
“Notes to Consolidated Financial Statements” on
page 55 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 59 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 66 through 72 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
Not applicable.
Listed below are the executive officers of Johnson &
Johnson as of February 15, 2008, 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.
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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.
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As of February 15, 2008, there were 171,981 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 44; “ — Other
Information — Common Stock Market Prices” on
page 47; Note 10 “Common Stock, Stock Option
Plans and Stock Compensation Agreements” under “Notes
to Consolidated Financial Statements” on pages 57 and
58; and “Shareholder Return Performance Graphs” on
page 77 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.
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 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 at any time. Any shares acquired will
be available for general corporate purposes. The Company
intends to fund the share repurchase program through a
combination of available cash and debt. The Company does not
expect its triple-A credit rating to be effected by the share
repurchase program.
In addition, Common Stock purchases on the open market are made
as part of a systematic plan related to the Company’s
compensation programs.
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The following table provides information with respect to Common
Stock purchases by the Company during the fiscal fourth quarter
of 2007.
The information called for by this item is incorporated herein
by reference to the material under the caption “Summary of
Operations and Statistical Data 1997-2007” on page 76
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 36 through 47 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 43 and Note 1 “Summary of Significant
Accounting Policies — Financial Instruments”
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.
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 48 through 75 of the Annual Report,
filed as Exhibit 13 to this Report on
Form 10-K.
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Not applicable.
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 Annual 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
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 December 30, 2007. 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
December 30, 2007, the Company’s internal control over
financial reporting was effective.
The effectiveness of the Company’s internal control over
financial reporting as of December 30, 2007 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 75 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
December 30, 2007, 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.
Not applicable.
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PART
III
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(b) 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 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 10 “Common Stock, Stock
Option Plans and Stock Compensation Agreements” under
“Notes to Consolidated Financial Statements” on
pages 57 and 58 of the Annual Report, filed as
Exhibit 13 to this Report on
Form 10-K.
The following table provides certain information as of
December 30, 2007 concerning the shares of the
Company’s Common Stock that may be issued under existing
equity compensation plans.
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The shares that are included in this column that were issued
under plans not approved by shareholders of the applicable
acquired company are: 543,094 shares issuable under the
1996 Scios Non-Officer Stock Option Plan; 439,186 shares
issuable under an ALZA non-statutory 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.
11
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PART
IV
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 material under the caption “Report of
Independent Registered Public Accounting Firm” on
pages 48 through 75 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 2007 and 2006
Consolidated Statements of Earnings for Fiscal Years 2007, 2006
and 2005
Consolidated Statements of Equity for Fiscal Years 2007, 2006
and 2005
Consolidated Statements of Cash Flows for Fiscal Years 2007,
2006 and 2005
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.
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Fiscal Years Ended December 30, 2007, December 31,
2006 and January 1, 2006
(Dollars in Millions)
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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: February 26, 2008
JOHNSON & JOHNSON
(Registrant)
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.
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EXHIBIT
INDEX
Table of Contents
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.
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