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þ
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2019
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from to
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NEW JERSEY
(State or other jurisdiction of
incorporation or organization)
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22-1024240
(I.R.S. Employer
Identification No.)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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EX-10(a) JOHNSON & JOHNSON EXECUTIVE INCENTIVE PLAN (AS AMENDED)
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EX-31.1
|
||
EX-32.1
|
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EX-101 INSTANCE DOCUMENT
|
||
EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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•
|
Challenges and uncertainties inherent in innovation and development of new and improved products and technologies on which the Company’s continued growth and success depend, including uncertainty of clinical outcomes, additional analysis of existing clinical data, obtaining regulatory approvals, health plan coverage and customer access, and initial and continued commercial success;
|
•
|
Challenges to the Company’s ability to obtain and protect adequate patent and other intellectual property rights for new and existing products and technologies in the United States and other important markets;
|
•
|
The impact of patent expirations, typically followed by the introduction of competing biosimilars and generics and resulting revenue and market share losses;
|
•
|
Increasingly aggressive and frequent challenges to the Company’s patents by competitors and others seeking to launch competing generic, biosimilar or other products and increased receptivity of courts, the United States Patent and Trademark Office and other decision makers to such challenges, potentially resulting in loss of market exclusivity and rapid decline in sales for the relevant product sooner than expected;
|
•
|
Competition in research and development of new and improved products, processes and technologies, which can result in product and process obsolescence;
|
•
|
Competition to reach agreement with third parties for collaboration, licensing, development and marketing agreements for products and technologies;
|
•
|
Competition based on cost-effectiveness, product performance, technological advances and patents attained by competitors; and
|
•
|
Allegations that the Company’s products infringe the patents and other intellectual property rights of third parties, which could adversely affect the Company’s ability to sell the products in question and require the payment of money damages and future royalties.
|
•
|
Product efficacy or safety concerns, whether or not based on scientific evidence, potentially resulting in product withdrawals, recalls, regulatory action on the part of the United States Food and Drug Administration (or international counterparts), declining sales, reputational damage, increased litigation expense and share price impact;
|
•
|
Impact, including declining sales and reputational damage, of significant litigation or government action adverse to the Company, including product liability claims and allegations related to pharmaceutical marketing practices and contracting strategies;
|
•
|
Impact of an adverse judgment or settlement and the adequacy of reserves related to legal proceedings, including patent litigation, product liability, personal injury claims, securities class actions, government investigations, employment and other legal proceedings;
|
•
|
Increased scrutiny of the health care industry by government agencies and state attorneys general resulting in investigations and prosecutions, which carry the risk of significant civil and criminal penalties, including, but not limited to, debarment from government business;
|
•
|
Failure to meet compliance obligations in the McNEIL-PPC, Inc. Consent Decree or any other compliance agreements with governments or government agencies, which could result in significant sanctions;
|
•
|
Potential changes to applicable laws and regulations affecting United States and international operations, including relating to: approval of new products; licensing and patent rights; sales and promotion of health care products; access to, and reimbursement and pricing for, health care products and services; environmental protection and sourcing of raw materials;
|
•
|
Compliance with local regulations and laws that may restrict the Company’s ability to manufacture or sell its products in relevant markets including, requirements to comply with medical device reporting regulations and other requirements such as the European Union's Medical Devices Regulation;
|
•
|
Changes in domestic and international tax laws and regulations, including changes related to The Tax Cuts and Jobs Act in the United States, the Federal Act on Tax Reform and AHV Financing in Switzerland, increasing audit scrutiny by tax authorities around the world and exposures to additional tax liabilities potentially in excess of existing reserves; and
|
•
|
Issuance of new or revised accounting standards by the Financial Accounting Standards Board and regulations by the Securities and Exchange Commission.
|
•
|
Pricing pressures resulting from trends toward health care cost containment, including the continued consolidation among health care providers and other market participants, trends toward managed care, the shift toward governments increasingly becoming the primary payers of health care expenses, significant new entrants to the health care markets seeking to reduce costs and government pressure on companies to voluntarily reduce costs and price increases;
|
•
|
Restricted spending patterns of individual, institutional and governmental purchasers of health care products and services due to economic hardship and budgetary constraints;
|
•
|
Challenges to the Company’s ability to realize its strategy for growth including through externally sourced innovations, such as development collaborations, strategic acquisitions, licensing and marketing agreements, and the potential heightened costs of any such external arrangements due to competitive pressures;
|
•
|
The potential that the expected strategic benefits and opportunities from any planned or completed acquisition or divestiture by the Company may not be realized or may take longer to realize than expected; and
|
•
|
The potential that the expected benefits and opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than expected.
|
•
|
Market conditions and the possibility that the Company’s share repurchase program may be delayed, suspended or discontinued;
|
•
|
Impact of inflation and fluctuations in interest rates and currency exchange rates and the potential effect of such fluctuations on revenues, expenses and resulting margins;
|
•
|
Potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs and potential drug reimportation legislation;
|
•
|
The impact on international operations from financial instability in international economies, sovereign risk, possible imposition of governmental controls and restrictive economic policies, and unstable international governments and legal systems;
|
•
|
Changes to global climate, extreme weather and natural disasters that could affect demand for the Company's products and services, cause disruptions in manufacturing and distribution networks, alter the availability of goods and services within the supply chain, and affect the overall design and integrity of the Company's products and operations; and
|
•
|
The impact of armed conflicts and terrorist attacks in the United States and other parts of the world including social and economic disruptions and instability of financial and other markets.
|
•
|
Difficulties and delays in manufacturing, internally through third party providers or otherwise within the supply chain, that may lead to voluntary or involuntary business interruptions or shutdowns, product shortages, withdrawals or suspensions of products from the market, and potential regulatory action;
|
•
|
Interruptions and breaches of the Company's information technology systems or those of the Company's vendors which, could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action;
|
•
|
Reliance on global supply chains and production and distribution processes that are complex and subject to increasing regulatory requirements that may adversely affect supply, sourcing and pricing of materials used in the Company’s products; and
|
•
|
The potential that the expected benefits and opportunities related to restructuring actions contemplated for the global supply chain may not be realized or may take longer to realize than expected, including due to any required approvals from applicable regulatory authorities. Disruptions associated with the announced global supply chain actions may adversely affect supply and sourcing of materials used in the Company's products.
|
|
|
March 31, 2019
|
|
December 30, 2018
|
|||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
14,734
|
|
|
18,107
|
|
Marketable securities
|
|
602
|
|
|
1,580
|
|
|
Accounts receivable, trade, less allowances for doubtful accounts $244 (2018, $248)
|
|
14,115
|
|
|
14,098
|
|
|
Inventories (Note 2)
|
|
9,086
|
|
|
8,599
|
|
|
Prepaid expenses and other
|
|
2,599
|
|
|
2,699
|
|
|
Assets held for sale (Note 10)
|
|
851
|
|
|
950
|
|
|
Total current assets
|
|
41,987
|
|
|
46,033
|
|
|
Property, plant and equipment at cost
|
|
42,262
|
|
|
41,851
|
|
|
Less: accumulated depreciation
|
|
(25,262
|
)
|
|
(24,816
|
)
|
|
Property, plant and equipment, net
|
|
17,000
|
|
|
17,035
|
|
|
Intangible assets, net (Note 3)
|
|
46,898
|
|
|
47,611
|
|
|
Goodwill (Note 3)
|
|
31,450
|
|
|
30,453
|
|
|
Deferred taxes on income
|
|
7,533
|
|
|
7,640
|
|
|
Other assets
|
|
5,159
|
|
|
4,182
|
|
|
Total assets
|
|
$
|
150,027
|
|
|
152,954
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|||
Loans and notes payable
|
|
$
|
1,708
|
|
|
2,796
|
|
Accounts payable
|
|
6,923
|
|
|
7,537
|
|
|
Accrued liabilities
|
|
7,946
|
|
|
7,601
|
|
|
Accrued rebates, returns and promotions
|
|
9,523
|
|
|
9,380
|
|
|
Accrued compensation and employee related obligations
|
|
1,986
|
|
|
3,098
|
|
|
Accrued taxes on income
|
|
1,025
|
|
|
818
|
|
|
Total current liabilities
|
|
29,111
|
|
|
31,230
|
|
|
Long-term debt (Note 4)
|
|
27,660
|
|
|
27,684
|
|
|
Deferred taxes on income
|
|
7,394
|
|
|
7,506
|
|
|
Employee related obligations
|
|
9,905
|
|
|
9,951
|
|
|
Long-term taxes payable
|
|
8,074
|
|
|
8,242
|
|
|
Other liabilities
|
|
8,928
|
|
|
8,589
|
|
|
Total liabilities
|
|
91,072
|
|
|
93,202
|
|
|
Shareholders’ equity:
|
|
|
|
|
|||
Common stock — par value $1.00 per share (authorized 4,320,000,000 shares; issued 3,119,843,000 shares)
|
|
$
|
3,120
|
|
|
3,120
|
|
Accumulated other comprehensive income (loss) (Note 7)
|
|
(15,517
|
)
|
|
(15,222
|
)
|
|
Retained earnings
|
|
106,650
|
|
|
106,216
|
|
|
Less: common stock held in treasury, at cost (464,207,000 and 457,519,000 shares)
|
|
35,298
|
|
|
34,362
|
|
|
Total shareholders’ equity
|
|
58,955
|
|
|
59,752
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
150,027
|
|
|
152,954
|
|
|
|
Fiscal First Quarters Ended
|
||||||||||||
|
|
March 31,
2019 |
|
Percent
to Sales
|
|
April 1,
2018 |
|
Percent
to Sales
|
||||||
Sales to customers (Note 9)
|
|
$
|
20,021
|
|
|
100.0
|
%
|
|
$
|
20,009
|
|
|
100.0
|
%
|
Cost of products sold
|
|
6,615
|
|
|
33.0
|
|
|
6,614
|
|
|
33.1
|
|
||
Gross profit
|
|
13,406
|
|
|
67.0
|
|
|
13,395
|
|
|
66.9
|
|
||
Selling, marketing and administrative expenses
|
|
5,219
|
|
|
26.1
|
|
|
5,263
|
|
|
26.3
|
|
||
Research and development expense
|
|
2,858
|
|
|
14.3
|
|
|
2,404
|
|
|
12.0
|
|
||
In-process research and development
|
|
890
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
||
Interest income
|
|
(99
|
)
|
|
(0.5
|
)
|
|
(114
|
)
|
|
(0.6
|
)
|
||
Interest expense, net of portion capitalized
|
|
102
|
|
|
0.5
|
|
|
259
|
|
|
1.3
|
|
||
Other (income) expense, net
|
|
(22
|
)
|
|
(0.1
|
)
|
|
60
|
|
|
0.3
|
|
||
Restructuring (Note 12)
|
|
36
|
|
|
0.2
|
|
|
42
|
|
|
0.2
|
|
||
Earnings before provision for taxes on income
|
|
4,422
|
|
|
22.1
|
|
|
5,481
|
|
|
27.4
|
|
||
Provision for taxes on income (Note 5)
|
|
673
|
|
|
3.4
|
|
|
1,114
|
|
|
5.6
|
|
||
NET EARNINGS
|
|
$
|
3,749
|
|
|
18.7
|
%
|
|
$
|
4,367
|
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|
||||||
NET EARNINGS PER SHARE (Note 8)
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.41
|
|
|
|
|
$
|
1.63
|
|
|
|
||
Diluted
|
|
$
|
1.39
|
|
|
|
|
$
|
1.60
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
AVG. SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
2,660.8
|
|
|
|
|
2,682.2
|
|
|
|
||||
Diluted
|
|
2,698.8
|
|
|
|
|
2,731.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal First Quarters Ended
|
|||||
|
March 31, 2019
|
|
April 1, 2018
|
|||
Net earnings
|
$
|
3,749
|
|
|
4,367
|
|
|
|
|
|
|||
Other comprehensive income (loss), net of tax
|
|
|
|
|||
Foreign currency translation
|
(258
|
)
|
|
623
|
|
|
|
|
|
|
|||
Securities:
|
|
|
|
|||
Unrealized holding gain (loss) arising during period
|
—
|
|
|
—
|
|
|
Reclassifications to earnings
|
—
|
|
|
—
|
|
|
Net change
|
—
|
|
|
—
|
|
|
|
|
|
|
|||
Employee benefit plans:
|
|
|
|
|||
Prior service cost amortization during period
|
(7
|
)
|
|
(6
|
)
|
|
Gain (loss) amortization during period
|
176
|
|
|
192
|
|
|
Net change
|
169
|
|
|
186
|
|
|
|
|
|
|
|||
Derivatives & hedges:
|
|
|
|
|||
Unrealized gain (loss) arising during period
|
(302
|
)
|
|
(164
|
)
|
|
Reclassifications to earnings
|
96
|
|
|
178
|
|
|
Net change
|
(206
|
)
|
|
14
|
|
|
|
|
|
|
|||
Other comprehensive income (loss)
|
(295
|
)
|
|
823
|
|
|
|
|
|
|
|||
Comprehensive income
|
$
|
3,454
|
|
|
5,190
|
|
|
|
|
|
The tax effects in other comprehensive income for the fiscal first quarters were as follows for 2019 and 2018, respectively: Foreign Currency Translation: $61 million and $163 million; Employee Benefit Plans: $1 million and $52 million; Derivatives & Hedges: $55 million and $4 million.
|
|
|
Total
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Common Stock
Issued Amount
|
|
Treasury
Stock
Amount
|
||||||
Balance, December 30, 2018
|
$
|
59,752
|
|
|
106,216
|
|
|
(15,222
|
)
|
|
3,120
|
|
|
(34,362
|
)
|
Net earnings
|
3,749
|
|
|
3,749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash dividends paid ($0.90 per share)
|
(2,396
|
)
|
|
(2,396
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Employee compensation and stock option plans
|
351
|
|
|
(919
|
)
|
|
—
|
|
|
—
|
|
|
1,270
|
|
|
Repurchase of common stock
|
(2,206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,206
|
)
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other comprehensive income (loss), net of tax
|
(295
|
)
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
—
|
|
|
Balance, March 31, 2019
|
$
|
58,955
|
|
|
106,650
|
|
|
(15,517
|
)
|
|
3,120
|
|
|
(35,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Common Stock
Issued Amount
|
|
Treasury
Stock
Amount
|
||||||
Balance, December 31, 2017
|
$
|
60,160
|
|
|
101,793
|
|
|
(13,199
|
)
|
|
3,120
|
|
|
(31,554
|
)
|
Cumulative Adjustment to retained earnings
|
1,264
|
|
|
1,496
|
|
|
(232
|
)
|
|
—
|
|
|
—
|
|
|
Net earnings
|
4,367
|
|
|
4,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash dividends paid ($0.84 per share)
|
(2,253
|
)
|
|
(2,253
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Employee compensation and stock option plans
|
351
|
|
|
(1,051
|
)
|
|
—
|
|
|
—
|
|
|
1,402
|
|
|
Repurchase of common stock
|
(1,444
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,444
|
)
|
|
Other
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other comprehensive income (loss), net of tax
|
823
|
|
|
—
|
|
|
823
|
|
|
—
|
|
|
—
|
|
|
Balance, April 1, 2018
|
$
|
63,255
|
|
|
104,339
|
|
|
(12,608
|
)
|
|
3,120
|
|
|
(31,596
|
)
|
|
|
|
|
|
|
|
|
|
|
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in Millions)
|
|||||||
|
|
Fiscal First Quarters Ended
|
|||||
|
|
March 31,
2019 |
|
April 1,
2018 |
|||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|||
Net earnings
|
|
$
|
3,749
|
|
|
4,367
|
|
Adjustments to reconcile net earnings to cash flows from operating activities:
|
|
|
|
|
|||
Depreciation and amortization of property and intangibles
|
|
1,761
|
|
|
1,746
|
|
|
Stock based compensation
|
|
258
|
|
|
268
|
|
|
Asset write-downs
|
|
913
|
|
|
—
|
|
|
Net gain on sale of assets
|
|
(72
|
)
|
|
—
|
|
|
Deferred tax provision
|
|
(362
|
)
|
|
44
|
|
|
Accounts receivable allowances
|
|
(3
|
)
|
|
(20
|
)
|
|
Changes in assets and liabilities, net of effects from acquisitions and divestitures:
|
|
|
|
|
|||
Decrease/(Increase) in accounts receivable
|
|
157
|
|
|
(479
|
)
|
|
Increase in inventories
|
|
(369
|
)
|
|
(322
|
)
|
|
Decrease in accounts payable and accrued liabilities
|
|
(1,833
|
)
|
|
(1,686
|
)
|
|
Increase in other current and non-current assets
|
|
(488
|
)
|
|
(907
|
)
|
|
(Decrease)/Increase in other current and non-current liabilities
|
|
(168
|
)
|
|
595
|
|
|
|
|
|
|
|
|||
NET CASH FLOWS FROM OPERATING ACTIVITIES
|
|
3,543
|
|
|
3,606
|
|
|
|
|
|
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|||
Additions to property, plant and equipment
|
|
(656
|
)
|
|
(658
|
)
|
|
Proceeds from the disposal of assets/businesses, net
|
|
253
|
|
|
20
|
|
|
Acquisitions, net of cash acquired
|
|
(1,683
|
)
|
|
(82
|
)
|
|
Purchases of investments
|
|
(730
|
)
|
|
(548
|
)
|
|
Sales of investments
|
|
1,495
|
|
|
341
|
|
|
Other
|
|
(96
|
)
|
|
2
|
|
|
|
|
|
|
|
|||
NET CASH USED BY INVESTING ACTIVITIES
|
|
(1,417
|
)
|
|
(925
|
)
|
|
|
|
|
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|||
Dividends to shareholders
|
|
(2,396
|
)
|
|
(2,253
|
)
|
|
Repurchase of common stock
|
|
(2,206
|
)
|
|
(1,444
|
)
|
|
Proceeds from short-term debt
|
|
13
|
|
|
26
|
|
|
Retirement of short-term debt
|
|
(16
|
)
|
|
(2,484
|
)
|
|
Proceeds from long-term debt, net of issuance costs
|
|
—
|
|
|
2
|
|
|
Retirement of long-term debt
|
|
(1,002
|
)
|
|
(8
|
)
|
|
Proceeds from the exercise of stock options/employee withholding tax on stock awards, net
|
|
94
|
|
|
66
|
|
|
Other
|
|
(3
|
)
|
|
125
|
|
|
|
|
|
|
|
|||
NET CASH USED BY FINANCING ACTIVITIES
|
|
(5,516
|
)
|
|
(5,970
|
)
|
|
|
|
|
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
17
|
|
|
104
|
|
|
Decrease in cash and cash equivalents
|
|
(3,373
|
)
|
|
(3,185
|
)
|
|
Cash and Cash equivalents, beginning of period
|
|
18,107
|
|
|
17,824
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
14,734
|
|
|
14,639
|
|
|
|
|
|
|
|||
Acquisitions
|
|
|
|
|
|||
Fair value of assets acquired
|
|
$
|
2,154
|
|
|
119
|
|
Fair value of liabilities assumed and noncontrolling interests
|
|
(471
|
)
|
|
(37
|
)
|
|
Net cash paid for acquisitions
|
|
$
|
1,683
|
|
|
82
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After 2023
|
|
Total
|
$223
|
|
188
|
|
154
|
|
116
|
|
76
|
|
139
|
|
896
|
(Dollars in Millions)
|
Operating Leases
|
||
2019 (excluding the fiscal first quarter ended March 31, 2019)
|
$
|
198
|
|
2020
|
222
|
|
|
2021
|
177
|
|
|
2022
|
126
|
|
|
2023
|
81
|
|
|
After 2023
|
194
|
|
|
Total lease payments
|
998
|
|
|
Less: Interest
|
93
|
|
|
Present Value of lease liabilities
|
$
|
905
|
|
(Dollars in Millions)
|
|
March 31, 2019
|
|
December 30, 2018
|
|||
Raw materials and supplies
|
|
$
|
1,177
|
|
|
1,114
|
|
Goods in process
|
|
2,081
|
|
|
2,109
|
|
|
Finished goods
|
|
5,828
|
|
|
5,376
|
|
|
Total inventories
(1)
|
|
$
|
9,086
|
|
|
8,599
|
|
(Dollars in Millions)
|
|
March 31, 2019
|
|
December 30, 2018
|
|||
Intangible assets with definite lives:
|
|
|
|
|
|||
Patents and trademarks — gross
|
|
$
|
35,963
|
|
|
35,194
|
|
Less accumulated amortization
|
|
10,548
|
|
|
9,784
|
|
|
Patents and trademarks — net
|
|
25,415
|
|
|
25,410
|
|
|
Customer relationships and other intangibles — gross
|
|
21,766
|
|
|
21,334
|
|
|
Less accumulated amortization
|
|
8,586
|
|
|
8,323
|
|
|
Customer relationships and other intangibles — net
|
|
13,180
|
|
|
13,011
|
|
|
Intangible assets with indefinite lives:
|
|
|
|
|
|||
Trademarks
|
|
6,912
|
|
|
6,937
|
|
|
Purchased in-process research and development
(1)
|
|
1,391
|
|
|
2,253
|
|
|
Total intangible assets with indefinite lives
|
|
8,303
|
|
|
9,190
|
|
|
Total intangible assets — net
|
|
$
|
46,898
|
|
|
47,611
|
|
(Dollars in Millions)
|
|
Consumer
|
|
Pharm
|
|
Med Devices
|
|
Total
|
|||||
Goodwill, net at December 30, 2018
|
|
$
|
8,670
|
|
|
9,063
|
|
|
12,720
|
|
|
30,453
|
|
Goodwill, related to acquisitions
|
|
1,176
|
|
|
—
|
|
|
23
|
|
|
1,199
|
|
|
Goodwill, related to divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Currency translation/Other
|
|
(116
|
)
|
|
(75
|
)
|
|
(11
|
)
|
|
(202
|
)
|
|
Goodwill, net at March 31, 2019
|
|
$
|
9,730
|
|
|
8,988
|
|
|
12,732
|
|
|
31,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
April 1, 2018
|
|||||||||||||||||||
(Dollars in Millions)
|
Sales
|
Cost of Products Sold
|
R&D Expense
|
Interest (Income) Expense
|
Other (Income) Expense
|
Sales
|
Cost of Products Sold
|
R&D Expense
|
Interest (Income) Expense
|
Other (Income) Expense
|
|||||||||||
The effects of fair value, net investment and cash flow hedging:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gain (Loss) on fair value hedging relationship:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest rate swaps contracts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Hedged items
|
$
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
Derivatives designated as hedging instruments
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gain (Loss) on net investment hedging relationship:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cross currency interest rate swaps contracts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amount of gain or (loss) recognized in income on derivative amount excluded from effectiveness testing
|
—
|
|
—
|
|
—
|
|
38
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Amount of gain or (loss) recognized in AOCI
|
—
|
|
—
|
|
—
|
|
38
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gain (Loss) on cash flow hedging relationship:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Forward foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amount of gain or (loss) reclassified from AOCI into income
|
(21
|
)
|
(35
|
)
|
(139
|
)
|
—
|
|
6
|
|
29
|
|
2
|
|
(238
|
)
|
—
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amount of gain or (loss) recognized in AOCI
|
(6
|
)
|
(296
|
)
|
(110
|
)
|
—
|
|
13
|
|
31
|
|
3
|
|
(237
|
)
|
—
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cross currency interest rate swaps contracts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Amount of gain or (loss) reclassified from AOCI into income
|
—
|
|
—
|
|
—
|
|
55
|
|
—
|
|
—
|
|
—
|
|
—
|
|
40
|
|
—
|
|
|
Amount of gain or (loss) recognized in AOCI
|
$
|
—
|
|
—
|
|
—
|
|
59
|
|
—
|
|
—
|
|
—
|
|
—
|
|
57
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line item in the Consolidated Balance Sheet in which the hedged item is included
|
|
Carrying Amount of the Hedged Liability
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liability
|
|||||||||
(Dollars in Millions)
|
|
March 31, 2019
|
|
December 30, 2018
|
|
March 31, 2019
|
|
December 30, 2018
|
|||||
Current Portion of Long-term Debt
|
|
$
|
499
|
|
|
494
|
|
|
1
|
|
|
5
|
|
Long-term Debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(Loss)
Recognized In
Accumulated OCI
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income Into Income
|
|
Gain/(Loss) Reclassified From
Accumulated OCI
Into Income
|
|||||||||
(Dollars in Millions)
|
|
March 31, 2019
|
|
April 1, 2018
|
|
|
|
March 31, 2019
|
|
April 1, 2018
|
|||||
Debt
|
|
$
|
71
|
|
|
(150
|
)
|
|
Other (income) expense
|
|
—
|
|
|
—
|
|
Cross Currency interest rate swaps
|
|
$
|
370
|
|
|
—
|
|
|
Other (income) expense
|
|
—
|
|
|
—
|
|
(Dollars in Millions)
|
|
December 30, 2018
|
|
|
|
|
|
March 31, 2019
|
|
|
||||||
|
|
Carrying Value
|
|
Changes in Fair Value Reflected in Net Income
(1)
|
|
Sales/ Purchases/Other
(2)
|
|
Carrying Value
|
|
Non Current Other Assets
|
||||||
Equity Investments with readily determinable value
|
|
$
|
511
|
|
|
143
|
|
|
176
|
|
|
830
|
|
|
830
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity Investments without readily determinable value
|
|
$
|
681
|
|
|
4
|
|
|
13
|
|
|
698
|
|
|
698
|
|
|
|
March 31, 2019
|
|
|
|
December 30, 2018
|
||||||||||
(Dollars in Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Total
(1)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward foreign exchange contracts
|
|
$
|
—
|
|
|
280
|
|
|
—
|
|
|
280
|
|
|
501
|
|
Interest rate contracts
(2)(4)
|
|
—
|
|
|
383
|
|
|
—
|
|
|
383
|
|
|
161
|
|
|
Total
|
|
—
|
|
|
663
|
|
|
—
|
|
|
663
|
|
|
662
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward foreign exchange contracts
|
|
—
|
|
|
571
|
|
|
—
|
|
|
571
|
|
|
548
|
|
|
Interest rate contracts
(3)(4)
|
|
—
|
|
|
295
|
|
|
—
|
|
|
295
|
|
|
292
|
|
|
Total
|
|
—
|
|
|
866
|
|
|
—
|
|
|
866
|
|
|
840
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward foreign exchange contracts
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|
32
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward foreign exchange contracts
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
32
|
|
|
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity investments
(5)
|
|
830
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|
511
|
|
|
Debt securities
(6)
|
|
$
|
—
|
|
|
4,673
|
|
|
—
|
|
|
4,673
|
|
|
9,734
|
|
Gross to Net Derivative Reconciliation
|
|
March 31, 2019
|
|
December 30, 2018
|
|||
(Dollars in Millions)
|
|
|
|
|
|||
Total Gross Assets
|
|
$
|
696
|
|
|
694
|
|
Credit Support Agreement (CSA)
|
|
(592
|
)
|
|
(423
|
)
|
|
Total Net Asset
|
|
104
|
|
|
271
|
|
|
|
|
|
|
|
|||
Total Gross Liabilities
|
|
892
|
|
|
872
|
|
|
Credit Support Agreement (CSA)
|
|
(652
|
)
|
|
(605
|
)
|
|
Total Net Liabilities
|
|
$
|
240
|
|
|
267
|
|
|
|
|
|
|
(1)
|
December 30, 2018 assets and liabilities are all classified as Level 2 with the exception of equity investments of
$511 million
, which are classified as Level 1.
|
(2)
|
Includes
$6 million
of non-current other assets for
December 30, 2018
.
|
(3)
|
Includes
$2 million
and
$3 million
of non-current other liabilities for
March 31, 2019
and
December 30, 2018
, respectively.
|
(4)
|
Includes cross currency interest rate swaps and interest rate swaps.
|
(5)
|
Classified as non-current other assets. The carrying amount of the equity investments were
$830 million
and
$511 million
as of
March 31, 2019
and
December 30, 2018
, respectively.
|
(6)
|
Classified within cash equivalents and current marketable securities.
|
|
March 31, 2019
|
|||||||||||
(Dollars in Millions)
|
Carrying Amount
|
|
Estimated Fair Value
|
|
Cash & Cash Equivalents
|
|
Current Marketable Securities
|
|||||
Cash
|
$
|
2,778
|
|
|
2,778
|
|
|
2,778
|
|
|
|
|
Other sovereign securities
(1)
|
190
|
|
|
190
|
|
|
190
|
|
|
|
|
|
U.S. reverse repurchase agreements
|
2,068
|
|
|
2,068
|
|
|
2,068
|
|
|
|
||
Other reverse repurchase agreements
|
350
|
|
|
350
|
|
|
350
|
|
|
|
||
Corporate debt securities
(1)
|
549
|
|
|
549
|
|
|
449
|
|
|
100
|
|
|
Money market funds
|
4,195
|
|
|
4,195
|
|
|
4,195
|
|
|
|
||
Time deposits
(1)
|
533
|
|
|
533
|
|
|
533
|
|
|
|
||
Subtotal
|
10,663
|
|
|
10,663
|
|
|
10,563
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
Government securities
|
4,412
|
|
|
4,412
|
|
|
4,143
|
|
|
269
|
|
|
Other sovereign securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Corporate debt securities
|
261
|
|
|
261
|
|
|
28
|
|
|
233
|
|
|
Subtotal available for sale debt
(2)
|
$
|
4,673
|
|
|
4,673
|
|
|
4,171
|
|
|
502
|
|
Total cash, cash equivalents and current marketable securities
|
|
|
|
|
|
|
14,734
|
|
|
602
|
|
(Dollars in Millions)
|
|
Cost Basis
|
|
Fair Value
|
|||
Due within one year
|
|
$
|
4,613
|
|
|
4,613
|
|
Due after one year through five years
|
|
60
|
|
|
60
|
|
|
Due after five years through ten years
|
|
—
|
|
|
—
|
|
|
Total debt securities
|
|
$
|
4,673
|
|
|
4,673
|
|
(Dollars in Millions)
|
|
Carrying Amount
|
|
Estimated Fair Value
|
|||
|
|
|
|
|
|||
Financial Liabilities
|
|
|
|
|
|||
|
|
|
|
|
|||
Current Debt
|
|
$
|
1,708
|
|
|
1,708
|
|
|
|
|
|
|
|||
Non-Current Debt
|
|
|
|
|
|||
3% Zero Coupon Convertible Subordinated Debentures due in 2020
|
|
51
|
|
|
98
|
|
|
1.950% Notes due 2020
|
|
499
|
|
|
496
|
|
|
2.95% Debentures due 2020
|
|
548
|
|
|
553
|
|
|
3.55% Notes due 2021
|
|
449
|
|
|
460
|
|
|
2.45% Notes due 2021
|
|
349
|
|
|
350
|
|
|
1.65% Notes due 2021
|
|
999
|
|
|
985
|
|
|
0.250% Notes due 2022 (1B Euro 1.1222)
|
|
1,120
|
|
|
1,135
|
|
|
2.25% Notes due 2022
|
|
997
|
|
|
993
|
|
|
6.73% Debentures due 2023
|
|
250
|
|
|
298
|
|
|
3.375% Notes due 2023
|
|
805
|
|
|
838
|
|
|
2.05% Notes due 2023
|
|
498
|
|
|
492
|
|
|
0.650% Notes due 2024 (750MM Euro 1.1222)
|
|
838
|
|
|
866
|
|
|
5.50% Notes due 2024 (500 MM GBP 1.3114)
|
|
651
|
|
|
795
|
|
|
2.625% Notes due 2025
|
|
748
|
|
|
748
|
|
|
2.45% Notes due 2026
|
|
1,992
|
|
|
1,947
|
|
|
2.95% Notes due 2027
|
|
996
|
|
|
1,001
|
|
|
2.90% Notes due 2028
|
|
1,493
|
|
|
1,485
|
|
|
1.150% Notes due 2028 (750MM Euro 1.1222)
|
|
834
|
|
|
885
|
|
|
6.95% Notes due 2029
|
|
297
|
|
|
397
|
|
|
4.95% Debentures due 2033
|
|
498
|
|
|
587
|
|
|
4.375% Notes due 2033
|
|
856
|
|
|
961
|
|
|
1.650% Notes due 2035 (1.5B Euro 1.1222)
|
|
1,667
|
|
|
1,809
|
|
|
3.55% Notes due 2036
|
|
988
|
|
|
996
|
|
|
5.95% Notes due 2037
|
|
991
|
|
|
1,294
|
|
|
3.625% Notes due 2037
|
|
1,486
|
|
|
1,510
|
|
|
3.40% Notes due 2038
|
|
990
|
|
|
978
|
|
|
5.85% Debentures due 2038
|
|
696
|
|
|
908
|
|
|
4.50% Debentures due 2040
|
|
538
|
|
|
605
|
|
|
4.85% Notes due 2041
|
|
297
|
|
|
351
|
|
|
4.50% Notes due 2043
|
|
495
|
|
|
563
|
|
|
3.70% Notes due 2046
|
|
1,972
|
|
|
2,005
|
|
|
3.75% Notes due 2047
|
|
991
|
|
|
1,017
|
|
|
3.50% Notes due 2048
|
|
742
|
|
|
731
|
|
|
Other
|
|
39
|
|
|
39
|
|
|
Total Non-Current Debt
|
|
$
|
27,660
|
|
|
29,176
|
|
|
|
|
Retirement Plans
|
|
Other Benefit Plans
|
||||||||
(Dollars in Millions)
|
|
|
March 31, 2019
|
|
April 1, 2018
|
|
March 31, 2019
|
|
April 1, 2018
|
||||
Service cost
|
|
|
276
|
|
|
309
|
|
|
68
|
|
|
67
|
|
Interest cost
|
|
|
275
|
|
|
252
|
|
|
46
|
|
|
37
|
|
Expected return on plan assets
|
|
|
(583
|
)
|
|
(560
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Amortization of prior service cost/(credit)
|
|
|
1
|
|
|
1
|
|
|
(8
|
)
|
|
(8
|
)
|
Recognized actuarial losses
|
|
|
144
|
|
|
215
|
|
|
32
|
|
|
30
|
|
Curtailments and settlements
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
|
|
112
|
|
|
215
|
|
|
136
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Foreign
|
|
Gain/(Loss)
|
|
Employee
|
|
Gain/(Loss)
|
|
Total Accumulated
|
||||||
|
|
Currency
|
|
On
|
|
Benefit
|
|
On Derivatives
|
|
Other Comprehensive
|
||||||
(Dollars in Millions)
|
|
Translation
|
|
Securities
|
|
Plans
|
|
& Hedges
|
|
Income (Loss)
|
||||||
December 30, 2018
|
|
$
|
(8,869
|
)
|
|
—
|
|
|
(6,158
|
)
|
|
(195
|
)
|
|
(15,222
|
)
|
Net change
|
|
(258
|
)
|
|
—
|
|
|
169
|
|
|
(206
|
)
|
|
(295
|
)
|
|
March 31, 2019
|
|
$
|
(9,127
|
)
|
|
—
|
|
|
(5,989
|
)
|
|
(401
|
)
|
|
(15,517
|
)
|
(Shares in Millions)
|
|
March 31, 2019
|
|
April 1, 2018
|
||
Basic net earnings per share
|
|
1.41
|
|
|
1.63
|
|
Average shares outstanding — basic
|
|
2,660.8
|
|
|
2,682.2
|
|
Potential shares exercisable under stock option plans
|
|
136.7
|
|
|
139.5
|
|
Less: shares which could be repurchased under treasury stock method
|
|
(99.4
|
)
|
|
(90.6
|
)
|
Convertible debt shares
|
|
0.7
|
|
|
0.8
|
|
Average shares outstanding — diluted
|
|
2,698.8
|
|
|
2,731.9
|
|
Diluted net earnings per share
|
|
1.39
|
|
|
1.60
|
|
|
|
|
Fiscal First Quarters Ended
|
||||||||
(Dollars in Millions)
|
|
|
March 31,
2019 |
|
April 1,
2018 |
|
Percent Change
|
||||
|
|
|
|
|
|
|
|
||||
CONSUMER
|
|
|
|
|
|
|
|
||||
Baby Care
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
$
|
87
|
|
|
97
|
|
|
(10.9
|
)%
|
International
|
|
|
307
|
|
|
360
|
|
|
(14.8
|
)
|
|
Worldwide
|
|
|
394
|
|
|
457
|
|
|
(14.0
|
)
|
|
Beauty
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
588
|
|
|
611
|
|
|
(3.8
|
)
|
|
International
|
|
|
502
|
|
|
473
|
|
|
6.2
|
|
|
Worldwide
|
|
|
1,090
|
|
|
1,084
|
|
|
0.6
|
|
|
Oral Care
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
151
|
|
|
157
|
|
|
(3.5
|
)
|
|
International
|
|
|
216
|
|
|
222
|
|
|
(2.8
|
)
|
|
Worldwide
|
|
|
367
|
|
|
379
|
|
|
(3.1
|
)
|
|
OTC
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
507
|
|
|
465
|
|
|
9.1
|
|
|
International
|
|
|
580
|
|
|
607
|
|
|
(4.6
|
)
|
|
Worldwide
|
|
|
1,087
|
|
|
1,072
|
|
|
1.3
|
|
|
Women's Health
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
3
|
|
|
3
|
|
|
4.2
|
|
|
International
|
|
|
222
|
|
|
240
|
|
|
(7.5
|
)
|
|
Worldwide
|
|
|
225
|
|
|
243
|
|
|
(7.3
|
)
|
|
Wound Care/Other
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
102
|
|
|
103
|
|
|
(0.9
|
)
|
|
International
|
|
|
53
|
|
|
60
|
|
|
(11.6
|
)
|
|
Worldwide
|
|
|
155
|
|
|
163
|
|
|
(4.8
|
)
|
|
TOTAL CONSUMER
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
1,438
|
|
|
1,436
|
|
|
0.2
|
|
|
International
|
|
|
1,880
|
|
|
1,962
|
|
|
(4.2
|
)
|
|
Worldwide
|
|
|
3,318
|
|
|
3,398
|
|
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
|
PHARMACEUTICAL
|
|
|
|
|
|
|
|
||||
Immunology
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
2,163
|
|
|
2,000
|
|
|
8.1
|
|
|
International
|
|
|
1,088
|
|
|
1,042
|
|
|
4.5
|
|
|
Worldwide
|
|
|
3,251
|
|
|
3,042
|
|
|
6.9
|
|
|
REMICADE
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
774
|
|
|
916
|
|
|
(15.5
|
)
|
|
U.S. Exports
|
|
|
76
|
|
|
142
|
|
|
(46.4
|
)
|
|
International
|
|
|
252
|
|
|
331
|
|
|
(23.6
|
)
|
|
Worldwide
|
|
|
1,102
|
|
|
1,389
|
|
|
(20.6
|
)
|
|
SIMPONI / SIMPONI ARIA
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
263
|
|
|
224
|
|
|
17.0
|
|
|
International
|
|
|
261
|
|
|
294
|
|
|
(11.1
|
)
|
|
Worldwide
|
|
|
524
|
|
|
518
|
|
|
1.0
|
|
|
STELARA
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
882
|
|
|
652
|
|
|
35.2
|
|
|
International
|
|
|
523
|
|
|
409
|
|
|
27.9
|
|
|
Worldwide
|
|
|
1,405
|
|
|
1,061
|
|
|
32.4
|
|
|
TREMFYA
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
168
|
|
|
66
|
|
|
*
|
||
International
|
|
|
49
|
|
|
6
|
|
|
*
|
||
Worldwide
|
|
|
217
|
|
|
72
|
|
|
*
|
||
OTHER IMMUNOLOGY
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
—
|
|
|
—
|
|
|
—
|
||
International
|
|
|
3
|
|
|
2
|
|
|
19.5
|
||
Worldwide
|
|
|
3
|
|
|
2
|
|
|
19.5
|
||
|
|
|
|
|
|
|
|
||||
Infectious Diseases
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
357
|
|
|
333
|
|
|
7.3
|
|
|
International
|
|
|
489
|
|
|
497
|
|
|
(1.7
|
)
|
|
Worldwide
|
|
|
846
|
|
|
830
|
|
|
1.9
|
|
|
EDURANT
®
/ rilpivirine
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
12
|
|
|
14
|
|
|
(18.8
|
)
|
|
International
|
|
|
199
|
|
|
196
|
|
|
2.2
|
|
|
Worldwide
|
|
|
211
|
|
|
210
|
|
|
0.8
|
|
|
PREZISTA
®
/ PREZCOBIX
®
/ REZOLSTA
®
/ SYMTUZA
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
315
|
|
|
273
|
|
|
15.5
|
|
|
International
|
|
|
208
|
|
|
205
|
|
|
1.5
|
|
|
Worldwide
|
|
|
523
|
|
|
478
|
|
|
9.5
|
|
|
OTHER INFECTIOUS DISEASES
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
30
|
|
|
46
|
|
|
(33.8
|
)
|
|
International
|
|
|
82
|
|
|
96
|
|
|
(16.0
|
)
|
|
Worldwide
|
|
|
112
|
|
|
142
|
|
|
(21.7
|
)
|
|
|
|
|
|
|
|
|
|
Neuroscience
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
723
|
|
|
624
|
|
|
16.0
|
|
|
International
|
|
|
905
|
|
|
935
|
|
|
(3.2
|
)
|
|
Worldwide
|
|
|
1,629
|
|
|
1,559
|
|
|
4.5
|
|
|
CONCERTA
®
/ Methylphenidate
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
97
|
|
|
66
|
|
|
47.7
|
|
|
International
|
|
|
116
|
|
|
107
|
|
|
8.5
|
|
|
Worldwide
|
|
|
214
|
|
|
173
|
|
|
23.4
|
|
|
INVEGA SUSTENNA
®
/ XEPLION
®
/ INVEGA TRINZA
®
/ TREVICTA
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
483
|
|
|
400
|
|
|
20.7
|
|
|
International
|
|
|
307
|
|
|
296
|
|
|
3.8
|
|
|
Worldwide
|
|
|
790
|
|
|
696
|
|
|
13.5
|
|
|
RISPERDAL CONSTA
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
77
|
|
|
82
|
|
|
(6.8
|
)
|
|
International
|
|
|
102
|
|
|
114
|
|
|
(10.3
|
)
|
|
Worldwide
|
|
|
179
|
|
|
196
|
|
|
(8.8
|
)
|
|
OTHER NEUROSCIENCE
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
66
|
|
|
76
|
|
|
(12.0
|
)
|
|
International
|
|
|
379
|
|
|
418
|
|
|
(9.2
|
)
|
|
Worldwide
|
|
|
446
|
|
|
494
|
|
|
(9.6
|
)
|
|
|
|
|
|
|
|
|
|
||||
Oncology
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
962
|
|
|
933
|
|
|
3.1
|
|
|
International
|
|
|
1,556
|
|
|
1,378
|
|
|
13.0
|
|
|
Worldwide
|
|
|
2,518
|
|
|
2,311
|
|
|
9.0
|
|
|
DARZALEX
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
352
|
|
|
264
|
|
|
33.0
|
|
|
International
|
|
|
277
|
|
|
168
|
|
|
65.1
|
|
|
Worldwide
|
|
|
629
|
|
|
432
|
|
|
45.5
|
|
|
IMBRUVICA
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
349
|
|
|
227
|
|
|
53.7
|
|
|
International
|
|
|
435
|
|
|
360
|
|
|
20.8
|
|
|
Worldwide
|
|
|
784
|
|
|
587
|
|
|
33.5
|
|
|
VELCADE
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
International
|
|
|
263
|
|
|
313
|
|
|
(16.0
|
)
|
|
Worldwide
|
|
|
263
|
|
|
313
|
|
|
(16.0
|
)
|
|
ZYTIGA
®
/
abiraterone acetate
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
185
|
|
|
407
|
|
|
(54.5
|
)
|
|
International
|
|
|
494
|
|
|
438
|
|
|
12.9
|
|
|
Worldwide
|
|
|
679
|
|
|
845
|
|
|
(19.6
|
)
|
|
OTHER ONCOLOGY
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
76
|
|
|
35
|
|
|
*
|
|
|
International
|
|
|
87
|
|
|
99
|
|
|
(12.2
|
)
|
|
Worldwide
|
|
|
163
|
|
|
134
|
|
|
21.7
|
|
|
|
|
|
|
|
|
|
|
Pulmonary Hypertension
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
430
|
|
|
361
|
|
|
19.2
|
|
|
International
|
|
|
226
|
|
|
224
|
|
|
0.7
|
|
|
Worldwide
|
|
|
656
|
|
|
585
|
|
|
12.1
|
|
|
OPSUMIT
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
172
|
|
|
149
|
|
|
15.9
|
|
|
International
|
|
|
133
|
|
|
122
|
|
|
8.9
|
|
|
Worldwide
|
|
|
306
|
|
|
271
|
|
|
12.7
|
|
|
TRACLEER
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
61
|
|
|
68
|
|
|
(10.1
|
)
|
|
International
|
|
|
56
|
|
|
72
|
|
|
(22.9
|
)
|
|
Worldwide
|
|
|
117
|
|
|
140
|
|
|
(16.7
|
)
|
|
UPTRAVI
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
176
|
|
|
124
|
|
|
41.4
|
|
|
International
|
|
|
22
|
|
|
16
|
|
|
42.8
|
|
|
Worldwide
|
|
|
198
|
|
|
140
|
|
|
41.6
|
|
|
OTHER
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
21
|
|
|
20
|
|
|
3.6
|
|
|
International
|
|
|
15
|
|
|
14
|
|
|
4.6
|
|
|
Worldwide
|
|
|
35
|
|
|
34
|
|
|
4.0
|
|
|
|
|
|
|
|
|
|
|
||||
Cardiovascular / Metabolism / Other
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
947
|
|
|
1,103
|
|
|
(14.1
|
)
|
|
International
|
|
|
398
|
|
|
414
|
|
|
(3.9
|
)
|
|
Worldwide
|
|
|
1,345
|
|
|
1,517
|
|
|
(11.3
|
)
|
|
XARELTO
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
542
|
|
|
578
|
|
|
(6.3
|
)
|
|
International
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Worldwide
|
|
|
542
|
|
|
578
|
|
|
(6.3
|
)
|
|
INVOKANA
®
/ INVOKAMET
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
154
|
|
|
204
|
|
|
(24.8
|
)
|
|
International
|
|
|
49
|
|
|
44
|
|
|
11.6
|
|
|
Worldwide
|
|
|
202
|
|
|
248
|
|
|
(18.4
|
)
|
|
PROCRIT
®
/ EPREX
®
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
148
|
|
|
189
|
|
|
(21.6
|
)
|
|
International
|
|
|
78
|
|
|
87
|
|
|
(10.2
|
)
|
|
Worldwide
|
|
|
226
|
|
|
276
|
|
|
(18.0
|
)
|
|
OTHER
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
104
|
|
|
132
|
|
|
(21.3
|
)
|
|
International
|
|
|
271
|
|
|
283
|
|
|
(4.4
|
)
|
|
Worldwide
|
|
|
374
|
|
|
415
|
|
|
(9.7
|
)
|
|
|
|
|
|
|
|
|
|
||||
TOTAL PHARMACEUTICAL
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
5,582
|
|
|
5,354
|
|
|
4.3
|
|
|
International
|
|
|
4,662
|
|
|
4,490
|
|
|
3.9
|
|
|
Worldwide
|
|
|
10,244
|
|
|
9,844
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
MEDICAL DEVICES
|
|
|
|
|
|
|
|
||||
Diabetes Care
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
—
|
|
|
117
|
|
|
*
|
|
|
International
|
|
|
—
|
|
|
222
|
|
|
*
|
|
|
Worldwide
|
|
|
—
|
|
|
339
|
|
|
*
|
|
|
Interventional Solutions
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
343
|
|
|
304
|
|
|
12.6
|
|
|
International
|
|
|
389
|
|
|
336
|
|
|
15.8
|
|
|
Worldwide
|
|
|
732
|
|
|
640
|
|
|
14.3
|
|
|
Orthopaedics
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
1,318
|
|
|
1,307
|
|
|
0.9
|
|
|
International
|
|
|
885
|
|
|
943
|
|
|
(6.2
|
)
|
|
Worldwide
|
|
|
2,204
|
|
|
2,250
|
|
|
(2.1
|
)
|
|
HIPS
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
213
|
|
|
209
|
|
|
2.1
|
|
|
International
|
|
|
148
|
|
|
154
|
|
|
(3.8
|
)
|
|
Worldwide
|
|
|
361
|
|
|
363
|
|
|
(0.4
|
)
|
|
KNEES
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
223
|
|
|
228
|
|
|
(2.2
|
)
|
|
International
|
|
|
146
|
|
|
159
|
|
|
(8.2
|
)
|
|
Worldwide
|
|
|
369
|
|
|
387
|
|
|
(4.7
|
)
|
|
TRAUMA
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
417
|
|
|
407
|
|
|
2.5
|
|
|
International
|
|
|
268
|
|
|
289
|
|
|
(7.0
|
)
|
|
Worldwide
|
|
|
685
|
|
|
696
|
|
|
(1.4
|
)
|
|
SPINE & OTHER
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
465
|
|
|
463
|
|
|
0.3
|
|
|
International
|
|
|
323
|
|
|
341
|
|
|
(5.5
|
)
|
|
Worldwide
|
|
|
788
|
|
|
804
|
|
|
(2.2
|
)
|
|
Surgery
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
1,001
|
|
|
993
|
|
|
0.8
|
|
|
International
|
|
|
1,394
|
|
|
1,430
|
|
|
(2.6
|
)
|
|
Worldwide
|
|
|
2,395
|
|
|
2,423
|
|
|
(1.2
|
)
|
|
ADVANCED
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
404
|
|
|
393
|
|
|
2.9
|
|
|
International
|
|
|
576
|
|
|
573
|
|
|
0.5
|
|
|
Worldwide
|
|
|
980
|
|
|
966
|
|
|
1.5
|
|
|
GENERAL
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
425
|
|
|
423
|
|
|
0.3
|
|
|
International
|
|
|
665
|
|
|
704
|
|
|
(5.6
|
)
|
|
Worldwide
|
|
|
1,089
|
|
|
1,127
|
|
|
(3.4
|
)
|
|
SPECIALTY
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
172
|
|
|
177
|
|
|
(2.5
|
)
|
|
International
|
|
|
153
|
|
|
153
|
|
|
(0.2
|
)
|
|
Worldwide
|
|
|
325
|
|
|
330
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Vision
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
446
|
|
|
440
|
|
|
1.5
|
|
|
International
|
|
|
682
|
|
|
675
|
|
|
1.1
|
|
|
Worldwide
|
|
|
1,129
|
|
|
1,115
|
|
|
1.2
|
|
|
CONTACT LENSES / OTHER
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
321
|
|
|
309
|
|
|
4.1
|
|
|
International
|
|
|
502
|
|
|
498
|
|
|
1.0
|
|
|
Worldwide
|
|
|
824
|
|
|
807
|
|
|
2.1
|
|
|
SURGICAL
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
125
|
|
|
131
|
|
|
(4.5
|
)
|
|
International
|
|
|
180
|
|
|
177
|
|
|
1.3
|
|
|
Worldwide
|
|
|
305
|
|
|
308
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
||||
TOTAL MEDICAL DEVICES
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
3,109
|
|
|
3,161
|
|
|
(1.6
|
)
|
|
International
|
|
|
3,350
|
|
|
3,606
|
|
|
(7.1
|
)
|
|
Worldwide
|
|
|
6,459
|
|
|
6,767
|
|
|
(4.6
|
)
|
|
|
|
|
|
|
|
|
|
||||
WORLDWIDE
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
10,129
|
|
|
9,951
|
|
|
1.8
|
|
|
International
|
|
|
9,892
|
|
|
10,058
|
|
|
(1.7
|
)
|
|
Worldwide
|
|
|
$
|
20,021
|
|
|
20,009
|
|
|
0.1
|
%
|
|
|
|
Fiscal First Quarters Ended
|
||||||||
(Dollars in Millions)
|
|
|
March 31,
2019 |
|
April 1,
2018 |
|
Percent Change
|
||||
Consumer
(1)
|
|
|
$
|
741
|
|
|
548
|
|
|
35.2
|
%
|
Pharmaceutical
(2)
|
|
|
2,331
|
|
|
3,666
|
|
|
(36.4
|
)
|
|
Medical Devices
(3)
|
|
|
1,497
|
|
|
1,579
|
|
|
(5.2
|
)
|
|
Segment earnings before provision for taxes
|
|
|
4,569
|
|
|
5,793
|
|
|
(21.1
|
)
|
|
Less: Expense not allocated to segments
(4)
|
|
|
147
|
|
|
312
|
|
|
|
|
|
Worldwide income before tax
|
|
|
$
|
4,422
|
|
|
5,481
|
|
|
(19.3
|
)%
|
|
|
|
Fiscal First Quarters Ended
|
||||||||
(Dollars in Millions)
|
|
|
March 31, 2019
|
|
April 1, 2018
|
|
Percent Change
|
||||
United States
|
|
|
$
|
10,129
|
|
|
9,951
|
|
|
1.8
|
%
|
Europe
|
|
|
4,609
|
|
|
4,797
|
|
|
(3.9
|
)
|
|
Western Hemisphere, excluding U.S.
|
|
|
1,503
|
|
|
1,567
|
|
|
(4.1
|
)
|
|
Asia-Pacific, Africa
|
|
|
3,780
|
|
|
3,694
|
|
|
2.3
|
|
|
Total
|
|
|
$
|
20,021
|
|
|
20,009
|
|
|
0.1
|
%
|
(Dollars in Millions)
|
Severance
|
Asset Write-offs
|
Other**
|
Total
|
|||||
Reserve balance, December 30, 2018
|
$
|
194
|
|
—
|
|
48
|
|
242
|
|
|
|
|
|
|
|||||
Current year activity:
|
|
|
|
|
|||||
Charges
|
—
|
|
23
|
|
67
|
|
90
|
|
|
Cash payments
|
(1
|
)
|
—
|
|
(108
|
)
|
(109
|
)
|
|
Settled non cash
|
—
|
|
(23
|
)
|
—
|
|
(23
|
)
|
|
|
|
|
|
|
|||||
Reserve balance, March 31, 2019*
|
$
|
193
|
|
—
|
|
7
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
March 31, 2019
|
|
April 1, 2018
|
|
Total
Change |
|
Operations
Change |
|
Currency
Change |
|||||||
Beauty
|
|
$
|
1,090
|
|
|
$
|
1,084
|
|
|
0.6
|
%
|
|
3.6
|
%
|
|
(3.0
|
)%
|
OTC
|
|
1,087
|
|
|
1,072
|
|
|
1.3
|
|
|
5.5
|
|
|
(4.2
|
)
|
||
Baby Care
|
|
394
|
|
|
457
|
|
|
(14.0
|
)
|
|
(7.4
|
)
|
|
(6.6
|
)
|
||
Oral Care
|
|
367
|
|
|
379
|
|
|
(3.1
|
)
|
|
1.2
|
|
|
(4.3
|
)
|
||
Women’s Health
|
|
225
|
|
|
243
|
|
|
(7.3
|
)
|
|
4.3
|
|
|
(11.6
|
)
|
||
Wound Care/Other
|
|
155
|
|
|
163
|
|
|
(4.8
|
)
|
|
(2.7
|
)
|
|
(2.1
|
)
|
||
Total Consumer Sales
|
|
$
|
3,318
|
|
|
$
|
3,398
|
|
|
(2.4
|
)%
|
|
2.2
|
%
|
|
(4.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
March 31, 2019
|
|
April 1, 2018
|
|
Total
Change
|
|
Operations
Change
|
|
Currency
Change
|
|||||||
Total Immunology
|
|
$
|
3,251
|
|
|
$
|
3,042
|
|
|
6.9
|
%
|
|
9.6
|
%
|
|
(2.7
|
)%
|
REMICADE
®
|
|
1,102
|
|
|
1,389
|
|
|
(20.6
|
)
|
|
(19.1
|
)
|
|
(1.5
|
)
|
||
SIMPONI
®
/ SIMPONI ARIA
®
|
|
524
|
|
|
518
|
|
|
1.0
|
|
|
5.2
|
|
|
(4.2
|
)
|
||
STELARA
®
|
|
1,405
|
|
|
1,061
|
|
|
32.4
|
|
|
36.0
|
|
|
(3.6
|
)
|
||
TREMFYA
®
|
|
217
|
|
|
72
|
|
|
**
|
|
**
|
|
**
|
|||||
Other Immunology
|
|
3
|
|
|
2
|
|
|
19.5
|
|
|
21.0
|
|
(1.5)
|
||||
Total Infectious Diseases
|
|
846
|
|
|
830
|
|
|
1.9
|
|
|
7.6
|
|
|
(5.7
|
)
|
||
EDURANT
®
/rilpivirine
|
|
211
|
|
|
210
|
|
|
0.8
|
|
|
8.6
|
|
|
(7.8
|
)
|
||
PREZISTA
®
/ PREZCOBIX
®
/ REZOLSTA
®/
SYMTUZA
®
|
|
523
|
|
|
478
|
|
|
9.5
|
|
|
13.9
|
|
|
(4.4
|
)
|
||
Other Infectious Diseases
|
|
112
|
|
|
142
|
|
|
(21.7
|
)
|
|
(15.1
|
)
|
|
(6.6
|
)
|
||
Total Neuroscience
|
|
1,629
|
|
|
1,559
|
|
|
4.5
|
|
|
9.0
|
|
|
(4.5
|
)
|
||
CONCERTA
®
/ methylphenidate
|
|
214
|
|
|
173
|
|
|
23.4
|
|
|
28.0
|
|
|
(4.6
|
)
|
||
INVEGA SUSTENNA
®
/ XEPLION
®
/ INVEGA TRINZA
®/
TREVICTA
®
|
|
790
|
|
|
696
|
|
|
13.5
|
|
|
17.1
|
|
|
(3.6
|
)
|
||
RISPERDAL CONSTA
®
|
|
179
|
|
|
196
|
|
|
(8.8
|
)
|
|
(4.3
|
)
|
|
(4.5
|
)
|
||
Other Neuroscience
|
|
446
|
|
|
494
|
|
|
(9.6
|
)
|
|
(3.9
|
)
|
|
(5.7
|
)
|
||
Total Oncology
|
|
2,518
|
|
|
2,311
|
|
|
9.0
|
|
|
14.5
|
|
|
(5.5
|
)
|
||
DARZALEX
®
|
|
629
|
|
|
432
|
|
|
45.5
|
|
|
51.3
|
|
|
(5.8
|
)
|
||
IMBRUVICA
®
|
|
784
|
|
|
587
|
|
|
33.5
|
|
|
40.4
|
|
|
(6.9
|
)
|
||
VELCADE
®
|
|
263
|
|
|
313
|
|
|
(16.0
|
)
|
|
(10.1
|
)
|
|
(5.9
|
)
|
||
ZYTIGA
®
/ abiraterone acetate
|
|
679
|
|
|
845
|
|
|
(19.6
|
)
|
|
(15.4
|
)
|
|
(4.2
|
)
|
||
Other Oncology
|
|
163
|
|
|
134
|
|
|
21.7
|
|
|
27.8
|
|
|
(6.1
|
)
|
||
Pulmonary Hypertension
|
|
656
|
|
|
585
|
|
|
12.1
|
|
|
15.1
|
|
|
(3.0
|
)
|
||
OPSUMIT
®
|
|
306
|
|
|
271
|
|
|
12.7
|
|
|
16.8
|
|
|
(4.1
|
)
|
||
TRACLEER
®
|
|
117
|
|
|
140
|
|
|
(16.7
|
)
|
|
(14.4
|
)
|
|
(2.3
|
)
|
||
UPTRAVI
®
|
|
198
|
|
|
140
|
|
|
41.6
|
|
|
42.8
|
|
|
(1.2
|
)
|
||
Other
|
|
35
|
|
|
34
|
|
|
4.0
|
|
|
9.2
|
|
|
(5.2
|
)
|
||
Cardiovascular / Metabolism / Other
|
|
1,345
|
|
|
1,517
|
|
|
(11.3
|
)
|
|
(9.5
|
)
|
|
(1.8
|
)
|
||
XARELTO
®
|
|
542
|
|
|
578
|
|
|
(6.3
|
)
|
|
(6.3
|
)
|
|
—
|
|
||
INVOKANA
®
/ INVOKAMET
®
|
|
202
|
|
|
248
|
|
|
(18.4
|
)
|
|
(16.9
|
)
|
|
(1.5
|
)
|
||
PROCRIT
®
/ EPREX
®
|
|
226
|
|
|
276
|
|
|
(18.0
|
)
|
|
(16.4
|
)
|
|
(1.6
|
)
|
||
Other
|
|
374
|
|
|
415
|
|
|
(9.7
|
)
|
|
(5.1
|
)
|
|
(4.6
|
)
|
||
Total Pharmaceutical Sales
|
|
$
|
10,244
|
|
|
$
|
9,844
|
|
|
4.1
|
%
|
|
7.9
|
%
|
|
(3.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Tax
|
|
Segment Sales
|
|
Percent of Segment Sales
|
||||||||||||||||
(Dollars in Millions)
|
|
March 31, 2019
|
|
April 1, 2018
|
|
March 31, 2019
|
|
April 1, 2018
|
|
March 31, 2019
|
|
April 1, 2018
|
||||||||||
Consumer
|
|
$
|
741
|
|
|
$
|
548
|
|
|
$
|
3,318
|
|
|
$
|
3,398
|
|
|
22.3
|
%
|
|
16.1
|
%
|
Pharmaceutical
|
|
2,331
|
|
|
3,666
|
|
|
10,244
|
|
|
9,844
|
|
|
22.8
|
|
|
37.2
|
|
||||
Medical Devices
|
|
1,497
|
|
|
1,579
|
|
|
6,459
|
|
|
6,767
|
|
|
23.2
|
|
|
23.3
|
|
||||
Segment earnings before provision for taxes
|
|
4,569
|
|
|
5,793
|
|
|
20,021
|
|
|
20,009
|
|
|
22.8
|
|
|
29.0
|
|
||||
Less: Expenses not allocated to segments
(1)
|
|
147
|
|
|
312
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Worldwide income before tax
|
|
$
|
4,422
|
|
|
$
|
5,481
|
|
|
$
|
20,021
|
|
|
$
|
20,009
|
|
|
22.1
|
%
|
|
27.4
|
%
|
Fiscal Month Period
|
|
Total Number
of Shares Purchased
(1)
|
|
Avg. Price
Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(3)
|
||||
December 31, 2018 through January 27, 2019
|
|
1,408,900
|
|
|
127.06
|
|
|
—
|
|
|
—
|
|
January 28, 2019 through February 24, 2019
|
|
6,214,883
|
|
|
131.70
|
|
|
—
|
|
|
—
|
|
February 25, 2019 through March 31, 2019
|
|
8,777,914
|
|
|
137.71
|
|
|
6,583,371
|
|
|
—
|
|
Total
|
|
16,401,697
|
|
|
|
|
6,583,371
|
|
|
22,756,640
|
|
(1)
|
During the fiscal first quarter of 2019, the Company repurchased an aggregate of 16,401,697 shares of Johnson & Johnson Common Stock in open-market transactions, of which 6,583,371 shares were purchased pursuant to the repurchase program that was publicly announced on December 17, 2018, and of which 9,818,326 shares were purchased in open-market transactions as part of a systematic plan to meet the needs of the Company’s compensation programs.
|
(2)
|
As of March 31, 2019, an aggregate of 13,656,507 shares were purchased for a total of $1.8 billion since the inception of the repurchase program announced on December 17, 2018.
|
(3)
|
As of March 31, 2019, the maximum number of shares that may yet be purchased under the plan is 22,756,640 based on the closing price of Johnson & Johnson Common Stock on the New York Stock Exchange on March 29, 2019 of $139.79 per share.
|
|
JOHNSON & JOHNSON
(Registrant)
|
|
|
Date: May 1, 2019
|
By /s/ J. J. WOLK
|
|
J. J. WOLK
|
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
|
|
Date: May 1, 2019
|
By /s/ R. A. KAPUSTA
|
|
R. A. KAPUSTA
|
|
Controller (Principal Accounting Officer)
|
a)
|
Awards
. The cash and/or stock bonus awards made pursuant to the Plan.
|
b)
|
Board of Directors
. The Board of Directors of Johnson & Johnson.
|
c)
|
Committee
. The Compensation & Benefits Committee of the Board of Directors or any successor thereto.
|
d)
|
Common Stock
. The common stock of the Corporation, par value $1.00 per share.
|
e)
|
Consolidated Earnings
. Consolidated net income for the year for which an Award is made, adjusted to omit the effects of extraordinary items, discontinued operations and the cumulative effects of changes in accounting principles, all as shown on the audited consolidated statement of income of the Corporation and its subsidiaries and as determined in accordance with generally accepted accounting principles.
|
f)
|
Corporation
. Johnson & Johnson.
|
g)
|
Eligible Employee
. An Employee who is an Executive Officer of the Corporation.
|
h)
|
Employee
. An individual who is on the active payroll of the Corporation or a subsidiary of the Corporation at any time during the period for which an Award is made.
|
i)
|
Executive Officer
. The Chairman and any Vice Chairman of the Board of Directors and any other officer of the Corporation who has been designated a part of the Office of the Chairman or elected a Member of the Executive Committee of the Corporation.
|
j)
|
Fair Market Value
. The average between the highest and lowest quoted selling price per share of Common Stock on the New York Stock Exchange Composite Transactions Tape on the grant date, provided that if there shall be no sales of shares of Common Stock on such date, the Fair Market Value shall be deemed equal to the average between the highest and lowest sales price of a share of Common Stock on such Composite Tape for the last preceding date on which sales of shares of Common Stock were reported.
|
a)
|
Awards with respect to any taxable year of the Corporation shall not exceed the limitations specified in Section VI of the Plan.
|
b)
|
Awards that are granted under the Plan in the form of stock, in whole or in part, may be made from the aggregate number of shares of Common Stock authorized to be issued under and otherwise in accordance with the terms of the 2012 Long-Term Incentive Plan of the Corporation (or any successor stock compensation plan approved by the stockholders of the Corporation), subject in each case, to adjustment as hereinafter provided. These shares may, in the discretion of the Committee, consist either in whole or in part of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Corporation.
|
c)
|
In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, any separation (including a spinoff or other distribution of stock or property), any partial or complete liquidation or any other change in the corporate structure or shares of the Corporation, the Committee shall make such adjustment as is equitably required in the number and kind of shares authorized by and for the Plan or in the number of shares of Common Stock covered by any outstanding deferred Award.
|
a)
|
Awards for any period may be granted to those Eligible Employees who are selected by the Committee. Such selections, except in the case of the Corporation's Chairman, shall be made after considering the recommendations of the Chairman. The Committee shall also give consideration to the contribution made by the Eligible Employee to achievement of the Corporation's established objectives and such other matters as it shall deem relevant.
|
b)
|
In the discretion of the Committee, Awards may be made to Eligible Employees who have retired or whose employment has terminated after the beginning of the year for which an Award is made, or to the designee or estate of an Eligible Employee who died during such period.
|
a)
|
The maximum Award payable with respect to any taxable year of the Corporation to any Eligible Employee who is the Chairman or a Vice Chairman of the Board of Directors or any other officer who has been designated a part of the Corporation's Office of the Chairman during all or any portion of such taxable year shall not exceed .08% of Consolidated Earnings for such year. The maximum Award payable with respect to any taxable year of the Corporation to any other Eligible Employee shall not exceed .04% of Consolidated Earnings for such year. The amounts of Awards to Eligible Employees shall be determined by the Committee acting in its discretion subject to the maximum amounts set forth above. Such determinations, except in the case of the Award for the Chairman, shall be made after considering the recommendations of the Chairman and such other matters as the Committee shall deem relevant. The Committee, acting in its discretion, may determine to pay a lesser award than the maximum specified herein.
|
b)
|
Awards may be made at any time following the end of the taxable year; provided, however, that no Awards shall be made until the Committee receives assurance from the Corporation's Chief Human Resources Officer that the amount of such Award does not exceed the applicable limitation under this Section VI and the Committee concurs that such limitation has not been exceeded. For purposes of making these determinations, the value of the Common Stock component of any Award shall be its Fair Market Value.
|
a)
|
Awards under the Plan shall be paid currently, unless the Committee shall determine that any Award in cash or Common Stock or any portion thereof shall be deferred. Deferred Awards may be made in one lump sum or in installments and may bear interest in the case of any deferred cash Award or dividend equivalents in the case of any deferred Common Stock Award, all as the Committee shall determine. Any deferred award shall be structured in a way so as to comply with or be exempt from Section 409A (as defined below).
|
b)
|
When an Award is made, the Corporation shall cause the cash or Common Stock to be paid or issued to the Eligible Employee at the time or times specified by the Committee or, if no time or times is specified, as soon as practicable after the Award is made.
|
a)
|
Nothing contained in the Plan shall prohibit the Corporation or any of its subsidiaries from establishing other special awards or incentive compensation plans providing for the payment of incentive compensation to Employees (including Eligible Employees).
|
b)
|
Payments or benefits provided to an Eligible Employee under any stock, deferred compensation, savings, retirement or other employee benefit plan are governed solely by the terms of such plan.
|
a)
|
Except as otherwise provided in the Plan, the Committee shall administer the Plan. The Committee shall consist of not less than three members of the Board of Directors. No director shall be eligible to serve as a member of such Committee unless
|
b)
|
The Committee shall have the right to amend the Plan from time to time or to repeal it entirely or to direct the discontinuance of Awards either temporarily or permanently; provided, however, that (i) no amendment of the Plan shall operate to annul, without the consent of the Eligible Employee, an Award already made hereunder, and (ii) no amendment of the Plan that (x) changes the maximum Award payable to any Eligible Employee, as set forth in Section V1, (y) materially amends the definition of Consolidated Earnings or (z) increases the amount of shares available for awards under the Plan (except as contemplated by Section IV.C.) shall be effective before approval by the affirmative vote of a majority of shares voting at a meeting of the stockholders of the Corporation.
|
c)
|
Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and/or administration of the Plan shall be final, conclusive and binding on all persons affected thereby.
|
a)
|
Neither the Plan, nor the adoption or operation of the Plan, nor any documents describing or referring to the Plan (or any part hereof) shall confer upon any Employee any right to continue in the employ of the Corporation or a subsidiary of the Corporation.
|
b)
|
No individual to whom an Award has been made or any other party shall have any interest in the cash or Common Stock, or any other asset of the Corporation until such amount has been paid or issued. To the extent that any party acquires a right to receive payments of cash and/or share certificates under the Plan, such party shall have the status of unsecured creditor of the Corporation with respect to such right.
|
c)
|
No right or interest of any Eligible Employee in the Plan shall be assignable or transferable, or subject to any claims of any creditor or subject to any lien.
|
a)
|
All expenses and costs incurred in connection with the operation of the Plan shall be borne by the Corporation, and no part therefor (other than the amounts of Awards under the Plan) shall be charged against the maximum limitation of Section VI.
|
b)
|
All Awards under the Plan are subject to withholding, where applicable, for federal, state and local taxes.
|
c)
|
Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Plan.
|
d)
|
The Plan and the rights and obligations of the parties to the Plan shall be governed by, and construed and interpreted in accordance with, the law of the State of New Jersey (without regard to principles of conflicts of law). Notwithstanding anything herein to the contrary, the intent of the Committee is that Awards comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. The Corporation reserves the right to revise the Plan or any Award to comply with Section 409A or to otherwise avoid imposition of any additional tax under Section 409A.
|
|
The undersigned, Alex Gorsky, the Chief Executive Officer of Johnson & Johnson, a New Jersey corporation (the “Company”), pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge:
|
|
(1)
|
|
the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (the“Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
||||
|
|
||||||
|
(2)
|
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Alex Gorsky
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Alex Gorsky
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Chief Executive Officer
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This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.
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The undersigned, Joseph J. Wolk, the Chief Financial Officer of Johnson & Johnson, a New Jersey corporation (the “Company”), pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge:
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(1)
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the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Joseph J. Wolk
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Joseph J. Wolk
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Chief Financial Officer
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This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.
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