NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — The accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the audited Consolidated Financial Statements of Johnson & Johnson and its subsidiaries (the Company) and related notes as contained in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 30, 2018
. The unaudited interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented.
Columns and rows within tables may not add due to rounding. Percentages have been calculated using actual, non-rounded figures.
New Accounting Standards
Recently Adopted Accounting Standards
ASU 2016-02
: Leases
The Company adopted this standard as of the beginning of fiscal year 2019, on a prospective basis. This update requires the recognition of lease assets and lease liabilities on the balance sheet for all lease obligations and disclosing key information about leasing arrangements. This update requires the recognition of lease assets and lease liabilities by lessees for arrangements that are classified as operating leases. The Company’s operating leases resulted in the recognition of additional assets and the corresponding liabilities on its Consolidated Balance Sheet, however it did not have a material impact on the consolidated financial statements.
The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.
Right of Use (ROU) Assets and Lease Liabilities for operating leases are included in Other assets, Accrued liabilities, and Other liabilities on the consolidated balance sheet. The ROU Assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Commitments under finance leases are not significant, and are included in Property, plant and equipment, Loans and notes payable, and Long-term debt on the consolidated balance sheet.
ROU Assets and Lease Liabilities are recognized at the lease commencement date based on the present value of all minimum lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, when the implicit rate is not readily determinable. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
The Company has elected the following policy elections on adoption: use of portfolio approach on leases of assets under master service agreements, exclusion of short term leases on the balance sheet, and not separating lease and non-lease components.
The Company primarily has operating leases for space, vehicles, manufacturing equipment, and data processing equipment. Leases have remaining lease terms ranging from
1 year
to
37 years
, some of which could include options to extend the leases when they are reasonably certain.
As noted in the Company’s 2018 10-K, the approximate minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms in excess of one year at December 30, 2018 were:
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After 2023
|
|
Total
|
$223
|
|
188
|
|
154
|
|
116
|
|
76
|
|
139
|
|
896
|
Commitments under finance leases are not significant.
Maturity of Lease Liabilities related to Operating Lease
The minimum rental payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of June 30, 2019 are:
|
|
|
|
|
(Dollars in Millions)
|
Operating Leases
|
2019 (for the remainder of fiscal 2019)
|
$
|
185
|
|
2020
|
245
|
|
2021
|
201
|
|
2022
|
156
|
|
2023
|
98
|
|
After 2023
|
214
|
|
Total lease payments
|
1,099
|
|
Less: Interest
|
88
|
|
Present Value of lease liabilities
|
$
|
1,011
|
|
The Weighted Average Remaining Lease Term and discount rate:
Operating leases
6.2 years
Weighted Average Discount Rate
3%
For the fiscal second quarter and first fiscal six months ended June 30, 2019, the operating lease costs were
$50 million
and
$124 million
, respectively. Cash paid for amounts included in the measurement of lease liabilities were
$76 million
and
$147 million
for the fiscal second quarter and fiscal six months of 2019, respectively. Other supplemental information related to these leases are as follows:
Supplemental balance sheet information (for the fiscal first quarter ended June 30, 2019)
:
|
|
|
|
|
|
(Dollars in Millions)
|
|
|
Non-current operating lease right-of-use assets
|
|
$
|
980
|
|
Current operating lease liabilities
|
|
262
|
|
Non-current Operating lease liabilities
|
|
749
|
|
Total operating lease liabilities
|
|
$
|
1,011
|
|
|
|
|
ASU 2018-02
: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
This update allows a Company to elect to reclassify stranded tax effects resulting from the Tax Cuts and Job Act enacted in December 2017 from accumulated other comprehensive income to retained earnings. The Company has elected not to reclassify the income tax effects of this standard and therefore this standard will not impact the Company's consolidated financial statements.
ASU 2018-16
: Derivatives and Hedging (Topic ASC 815)
This update adds the Overnight Index Swap (OIS) rate based on the Secured Overnight Financing Rate (SOFR) as an eligible benchmark interest rate permitted in the application of hedge accounting. The guidance was effective for the Company as of the fiscal fourth quarter of 2018, due to the previous adoption of ASU 2017-12. The impact of the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. The standard may have an impact in the future as the market for SOFR derivatives develops over time and if SOFR is used to hedge the Company’s financial instruments.
Recently Issued Accounting Standards
Not Adopted as of June 30, 2019
ASU 2018-18
: Collaborative Arrangements
This update clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. The update clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, the update precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. This update will be effective for the Company for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606 and early adoption is permitted. The Company is currently assessing the impact of this update on the Company’s consolidated financial statements and related disclosures.
ASU 2016-13
: Financial Instruments - Credit Losses
This update introduces the current expected credit loss (CECL) model, which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update will be effective for the Company for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this update on the Company’s consolidated financial statements and related disclosures.
NOTE 2 — INVENTORIES
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
June 30, 2019
|
|
December 30, 2018
|
Raw materials and supplies
|
|
$
|
1,198
|
|
|
1,114
|
|
Goods in process
|
|
2,024
|
|
|
2,109
|
|
Finished goods
|
|
6,041
|
|
|
5,376
|
|
Total inventories
(1)
|
|
$
|
9,263
|
|
|
8,599
|
|
(1)
The balance as of June 30, 2019, does not include the assets held for sale related to the strategic collaboration with Jabil Inc. of approximately
$0.2 billion
. The balance as of December 30, 2018, does not include the assets held for sale related to the divestiture of the Advanced Sterilization Products (ASP) business of approximately
$0.2 billion
and
$0.3 billion
related to the strategic collaboration with Jabil Inc.
NOTE 3 — INTANGIBLE ASSETS AND GOODWILL
Intangible assets that have finite useful lives are amortized over their estimated useful lives. The latest annual impairment assessment of goodwill and indefinite lived intangible assets was completed in the fiscal fourth quarter of
2018
. Future impairment tests for goodwill and indefinite lived intangible assets will be performed annually in the fiscal fourth quarter, or sooner, if warranted.
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
June 30, 2019
|
|
December 30, 2018
|
Intangible assets with definite lives:
|
|
|
|
|
Patents and trademarks — gross
|
|
$
|
36,582
|
|
|
35,194
|
|
Less accumulated amortization
|
|
11,500
|
|
|
9,784
|
|
Patents and trademarks — net
|
|
25,082
|
|
|
25,410
|
|
Customer relationships and other intangibles — gross
|
|
21,862
|
|
|
21,334
|
|
Less accumulated amortization
|
|
8,874
|
|
|
8,323
|
|
Customer relationships and other intangibles — net
|
|
12,988
|
|
|
13,011
|
|
Intangible assets with indefinite lives:
|
|
|
|
|
Trademarks
|
|
6,939
|
|
|
6,937
|
|
Purchased in-process research and development
(1)
|
|
4,323
|
|
|
2,253
|
|
Total intangible assets with indefinite lives
|
|
11,262
|
|
|
9,190
|
|
Total intangible assets — net
|
|
$
|
49,332
|
|
|
47,611
|
|
(1)
In the fiscal first quarter of 2019, the Company recorded an IPR&D impairment charge of
$0.9 billion
for the remaining intangible asset value related to the development program of AL-8176, an investigational drug for the treatment of Respiratory Syncytial Virus (RSV) and human metapneumovirus (hMPV) acquired with the 2014 acquisition of Alios Biopharma Inc. The impairment charge was based on
additional information, including clinical data, which became available and led to the Company's decision to abandon the development of AL-8176. A partial impairment charge of
$0.8 billion
was previously recorded in the fiscal third quarter of 2018 related to the development program of AL-8176. In the fiscal second quarter of 2019, the Company completed the acquisition of Auris Health, Inc. and recorded an in-process research and development intangible asset of
$2.9 billion
.
Goodwill as of
June 30, 2019
was allocated by segment of business as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
1,196
|
|
|
—
|
|
|
2,019
|
|
|
3,215
|
|
Currency translation/Other
|
|
(49
|
)
|
|
41
|
|
|
1
|
|
|
(7
|
)
|
Goodwill, net at June 30, 2019
|
|
$
|
9,817
|
|
|
9,104
|
|
|
14,740
|
|
|
33,661
|
|
The weighted average amortization period for patents and trademarks is
12
years. The weighted average amortization period for customer relationships and other intangible assets is
21
years. The amortization expense of amortizable intangible assets included in cost of products sold was
$1.1 billion
for each of the
fiscal second quarters ended
June 30, 2019
and
July 1, 2018
. The amortization expense of amortizable intangible assets included in cost of products sold was
$2.2 billion
for each of the
fiscal six months ended
June 30, 2019
and
July 1, 2018
. The estimated amortization expense for the five succeeding years approximates
$4.4 billion
, before tax, per year. Intangible asset write-downs are included in Other (income) expense, net.
See Note 10 to the Consolidated Financial Statements for additional details related to acquisitions and divestitures.
NOTE 4 — FAIR VALUE MEASUREMENTS
The Company uses forward foreign exchange contracts to manage its exposure to the variability of cash flows, primarily related to the foreign exchange rate changes of future intercompany product and third-party purchases of materials denominated in a foreign currency. The Company uses cross currency interest rate swaps to manage currency risk primarily related to borrowings.
Both types of derivatives are designated as cash flow hedges.
Additionally, the Company uses interest rate swaps as an instrument to manage interest rate risk related to fixed rate borrowings. These derivatives are designated as fair value hedges. The Company uses cross currency interest rate swaps and forward foreign exchange contracts designated as net investment hedges. Additionally, the Company uses forward foreign exchange contracts to offset its exposure to certain foreign currency assets and liabilities. These forward foreign exchange contracts are not designated as hedges, and therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the related foreign currency assets and liabilities.
The Company early adopted ASU 2017-12: Targeted Improvements to Accounting for Hedge Activities effective as of the beginning of fiscal second quarter of 2018.
The Company does not enter into derivative financial instruments for trading or speculative purposes, or that contain credit risk related contingent features. The Company maintains credit support agreements (CSA) with certain derivative counterparties establishing collateral thresholds based on respective credit ratings and netting agreements. As of
June 30, 2019
, the total amount of collateral paid under the credit support agreements (CSA) amounted to
$384 million
, net. On an ongoing basis, the Company monitors counter-party credit ratings. The Company considers credit non-performance risk to be low, because the Company primarily enters into agreements with commercial institutions that have at least an investment grade credit rating. Refer to the table on significant financial assets and liabilities measured at fair value contained in this footnote for receivables and payables with these commercial institutions. As of
June 30, 2019
, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps and interest rate swaps of
$49.7 billion
,
$15.3 billion
and
$0.5 billion
, respectively. As of
December 30, 2018
, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps and interest rate swaps of
$41.1 billion
,
$7.3 billion
and
$0.5 billion
, respectively.
All derivative instruments are recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if so, the type of hedge transaction.
The designation as a cash flow hedge is made at the entrance date of the derivative contract. At inception, all derivatives are expected to be highly effective. Foreign exchange contracts designated as cash flow hedges are accounted for under the forward method and all gains/losses associated with these contracts will be recognized in the income statement when the hedged item impacts earnings. Changes in the fair value of these derivatives are recorded in accumulated other comprehensive income until the underlying transaction affects earnings and are then reclassified to earnings in the same account as the hedged transaction. Gains and losses associated with interest rate swaps and changes in fair value of hedged debt attributable to changes in interest rates are recorded to interest expense in the period in which they occur. Gains and losses on net investment hedges are accounted for through the currency translation account within accumulated other comprehensive income. The portion excluded from effectiveness testing is recorded through interest (income) expense using the spot method. On an ongoing basis, the Company assesses whether each derivative continues to be highly effective in offsetting changes of hedged items. If and when a derivative is no longer expected to be highly effective, hedge accounting is discontinued.
The Company designated its Euro denominated notes issued in May 2016 with due dates ranging from 2022 to 2035 as a net investment hedge of the Company's investments in certain of its international subsidiaries that use the Euro as their functional currency in order to reduce the volatility caused by changes in exchange rates.
As of
June 30, 2019
, the balance of deferred net loss on derivatives included in accumulated other comprehensive income was
$341 million
after-tax. For additional information, see the Consolidated Statements of Comprehensive Income and Note 7. The Company expects that substantially all of the amounts related to forward foreign exchange contracts will be reclassified into earnings over the
next 12 months
as a result of transactions that are expected to occur over that period. The maximum length of time over which the Company is hedging transaction exposure is
18 months
, excluding interest rate contracts,
net investment hedges
and equity collar contracts. The amount ultimately realized in earnings may differ as foreign exchange rates change. Realized gains and losses are ultimately determined by actual exchange rates at maturity of the derivative.
The following table is a summary of the activity related to derivatives and hedges for the
fiscal second quarters ended
in
2019
and
2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
July 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
|
—
|
|
—
|
|
—
|
|
39
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
Amount of gain or (loss) recognized in AOCI
|
—
|
|
—
|
|
—
|
|
39
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on cash flow hedging relationship:
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
Amount of gain or (loss) reclassified from AOCI into income
|
(14
|
)
|
(101
|
)
|
36
|
|
—
|
|
2
|
|
17
|
|
76
|
|
(14
|
)
|
—
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain or (loss) recognized in AOCI
|
—
|
|
(50
|
)
|
18
|
|
—
|
|
(3
|
)
|
(49
|
)
|
(57
|
)
|
21
|
|
—
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross currency interest rate swaps contracts:
|
|
|
|
|
|
|
|
|
|
|
Amount of gain or (loss) reclassified from AOCI into income
|
—
|
|
—
|
|
—
|
|
64
|
|
—
|
|
—
|
|
|
—
|
|
32
|
|
—
|
|
Amount of gain or (loss) recognized in AOCI
|
$
|
—
|
|
—
|
|
—
|
|
82
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table is a summary of the activity related to derivatives and hedges for the
fiscal six months ended
in
2019
and
2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
July 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
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10
|
|
—
|
|
Derivatives designated as hedging instruments
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
—
|
|
—
|
|
—
|
|
78
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
Amount of gain or (loss) recognized in AOCI
|
—
|
|
—
|
|
—
|
|
78
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on cash flow hedging relationship:
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
Amount of gain or (loss) reclassified from AOCI into income
|
(35
|
)
|
(136
|
)
|
(103
|
)
|
—
|
|
8
|
|
46
|
|
78
|
|
(252
|
)
|
—
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain or (loss) recognized in AOCI
|
(6
|
)
|
(346
|
)
|
(92
|
)
|
—
|
|
10
|
|
(18
|
)
|
(54
|
)
|
(216
|
)
|
—
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cross currency interest rate swaps contracts:
|
|
|
|
|
|
|
|
|
|
|
Amount of gain or (loss) reclassified from AOCI into income
|
—
|
|
—
|
|
—
|
|
118
|
|
—
|
|
—
|
|
—
|
|
—
|
|
72
|
|
—
|
|
Amount of gain or (loss) recognized in AOCI
|
$
|
—
|
|
—
|
|
—
|
|
140
|
|
—
|
|
—
|
|
—
|
|
—
|
|
76
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
June 30, 2019
, and
December 30, 2018
, the following amounts were recorded on the Consolidated Balance Sheet related to cumulative basis adjustment for fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
June 30, 2019
|
|
December 30, 2018
|
|
June 30, 2019
|
|
December 30, 2018
|
Current Portion of Long-term Debt
|
|
$
|
498
|
|
|
494
|
|
|
1
|
|
|
5
|
|
Long-term Debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table is the effect of derivatives not designated as hedging instrument for the fiscal second quarter and fiscal six months ended in 2019 and 2018:
|
|
|
|
|
Gain/(Loss)
Recognized In
Income on Derivative
|
Gain/(Loss)
Recognized In
Income on Derivative
|
(Dollars in Millions)
|
|
Location of Gain /(Loss) Recognized in Income on Derivative
|
|
Fiscal Second Quarter Ended
|
Fiscal Six Months Ended
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
June 30, 2019
|
|
July 1, 2018
|
June 30, 2019
|
|
July 1, 2018
|
Foreign Exchange Contracts
|
|
Other (income) expense
|
|
$
|
(50
|
)
|
|
(53
|
)
|
(88
|
)
|
|
(72
|
)
|
The following table is the effect of net investment hedges for the
fiscal second quarters ended
in
2019
and
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
|
|
June 30, 2019
|
|
July 1, 2018
|
Debt
|
|
$
|
(57
|
)
|
|
306
|
|
|
Other (income) expense
|
|
—
|
|
|
—
|
|
Cross Currency interest rate swaps
|
|
$
|
(57
|
)
|
|
37
|
|
|
Other (income) expense
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table is the effect of net investment hedges for the
fiscal six months ended
in
2019
and
2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
|
|
June 30, 2019
|
|
July 1, 2018
|
Debt
|
|
$
|
14
|
|
|
156
|
|
|
Other (income) expense
|
|
—
|
|
|
—
|
|
Cross Currency interest rate swaps
|
|
$
|
313
|
|
|
37
|
|
|
Other (income) expense
|
|
—
|
|
|
—
|
|
The Company holds equity investments with readily determinable fair values and equity investments without readily determinable fair values. The Company has elected to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
The following table is a summary of the activity related to equity investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
December 30, 2018
|
|
|
|
|
|
June 30, 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
|
|
|
292
|
|
|
160
|
|
|
963
|
|
|
963
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments without readily determinable value
|
|
$
|
681
|
|
|
(23
|
)
|
|
19
|
|
|
677
|
|
|
677
|
|
(1)
Recorded in Other Income/Expense
(2)
Other includes impact of currency
For equity investments without readily determinable market values,
$22 million
of the decrease in the fair value reflected in net income were the result of impairments. There was a
$1 million
decrease in the fair value reflected in net income due to changes in observable prices.
Fair value is the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement determined using assumptions that market participants would use in pricing an asset or liability. In accordance with ASC 820, a three-level hierarchy was established to prioritize the inputs used in measuring fair value. The levels within the hierarchy are described below with Level 1 inputs having the highest priority and Level 3 inputs having the lowest.
The fair value of a derivative financial instrument (i.e., forward foreign exchange contracts, interest rate contracts) is the aggregation by currency of all future cash flows discounted to its present value at the prevailing market interest rates and subsequently converted to the U.S. Dollar at the current spot foreign exchange rate. The Company does not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a material effect on the Company’s results of operations, cash flows or financial position. The Company also holds equity investments which are classified as Level 1 and debt securities which are classified as Level 2. The Company holds acquisition related contingent liabilities based upon certain regulatory and commercial events, which are classified as Level 3, whose values are determined using discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant judgment or estimations.
The following three levels of inputs are used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets and liabilities.
Level 2 — Significant other observable inputs.
Level 3 — Significant unobservable inputs.
The Company’s significant financial assets and liabilities measured at fair value as of
June 30, 2019
and
December 30, 2018
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 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
|
|
$
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|
501
|
|
Interest rate contracts
(2)(4)
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|
161
|
|
Total
|
|
—
|
|
|
576
|
|
|
—
|
|
|
576
|
|
|
662
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
—
|
|
|
481
|
|
|
—
|
|
|
481
|
|
|
548
|
|
Interest rate contracts
(3)(4)
|
|
—
|
|
|
394
|
|
|
—
|
|
|
394
|
|
|
292
|
|
Total
|
|
—
|
|
|
875
|
|
|
—
|
|
|
875
|
|
|
840
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
32
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
32
|
|
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
Equity investments
(5)
|
|
963
|
|
|
—
|
|
|
—
|
|
|
963
|
|
|
511
|
|
Debt securities
(6)
|
|
$
|
—
|
|
|
2,767
|
|
|
—
|
|
|
2,767
|
|
|
9,734
|
|
Other Liabilities
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
(7)
|
|
|
|
|
|
1,479
|
|
|
1,479
|
|
|
335
|
|
|
|
|
|
|
|
|
|
|
Gross to Net Derivative Reconciliation
|
|
June 30, 2019
|
|
December 30, 2018
|
(Dollars in Millions)
|
|
|
|
|
Total Gross Assets
|
|
$
|
599
|
|
|
694
|
|
Credit Support Agreement (CSA)
|
|
(437
|
)
|
|
(423
|
)
|
Total Net Asset
|
|
162
|
|
|
271
|
|
|
|
|
|
|
Total Gross Liabilities
|
|
930
|
|
|
872
|
|
Credit Support Agreement (CSA)
|
|
(821
|
)
|
|
(605
|
)
|
Total Net Liabilities
|
|
$
|
109
|
|
|
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 and
$335
million, classified as Level 3.
|
|
|
(2)
|
Includes
$6 million
of non-current other assets as of
December 30, 2018
.
|
|
|
(3)
|
Includes
$1 million
and
$3 million
of non-current other liabilities as of
June 30, 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
$963 million
and
$511 million
as of
June 30, 2019
and
December 30, 2018
, respectively.
|
|
|
(6)
|
Classified within cash equivalents and current marketable securities.
|
|
|
(7)
|
Includes
$1,370
million (primarily related to Auris Health) and
$335
million, classified as non-current other liabilities as of
June 30, 2019
and
December 30, 2018
, respectively. Includes
$109
million classified as current liabilities as of
June 30, 2019
|
The Company's cash, cash equivalents and current marketable securities as of
June 30, 2019
comprised:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
Carrying Amount
|
|
Unrecognized Gain
|
|
Estimated Fair Value
|
|
Cash & Cash Equivalents
|
|
Current Marketable Securities
|
Cash
|
$
|
2,615
|
|
|
—
|
|
|
2,615
|
|
|
2,615
|
|
|
|
Other sovereign securities
(1)
|
380
|
|
|
—
|
|
|
380
|
|
|
380
|
|
|
|
|
U.S. reverse repurchase agreements
|
7,014
|
|
|
—
|
|
|
7,014
|
|
|
7,014
|
|
|
|
Other reverse repurchase agreements
|
219
|
|
|
—
|
|
|
219
|
|
|
219
|
|
|
|
Corporate debt securities
(1)
|
264
|
|
|
—
|
|
|
264
|
|
|
264
|
|
|
|
|
Money market funds
|
1,368
|
|
|
—
|
|
|
1,368
|
|
|
1,368
|
|
|
|
Time deposits
(1)
|
651
|
|
|
—
|
|
|
651
|
|
|
651
|
|
|
|
Subtotal
|
12,511
|
|
|
—
|
|
|
12,511
|
|
|
12,511
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gain
|
|
|
|
|
|
|
Government securities
|
2,501
|
|
|
1
|
|
|
2,502
|
|
|
1,845
|
|
|
657
|
|
Other sovereign securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Corporate debt securities
|
265
|
|
|
—
|
|
|
265
|
|
|
20
|
|
|
245
|
|
Subtotal available for sale debt
(2)
|
$
|
2,766
|
|
|
1
|
|
|
2,767
|
|
|
1,865
|
|
|
902
|
|
Total cash, cash equivalents and current marketable securities
|
$
|
15,277
|
|
|
1
|
|
|
15,278
|
|
|
14,376
|
|
|
902
|
|
(1)
Held to maturity investments are reported at amortized cost and gains or losses are reported in earnings.
(2)
Available for sale debt securities are reported at fair value with unrealized gains and losses reported net of taxes in other comprehensive income.
In the fiscal year ended
December 30, 2018
the carrying amount was the same as the estimated fair value.
Fair value of government securities and obligations and corporate debt securities was estimated using quoted broker prices and significant other observable inputs.
The Company classifies all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months from the date of purchase as current marketable securities. Available for sale securities with stated maturities of greater than one year from the date of purchase are available for current operations and are classified as cash equivalents and current marketable securities.
The contractual maturities of the available for sale securities as of
June 30, 2019
are as follows:
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
Cost Basis
|
|
Fair Value
|
Due within one year
|
|
$
|
2,711
|
|
|
2,712
|
|
Due after one year through five years
|
|
55
|
|
|
55
|
|
Due after five years through ten years
|
|
—
|
|
|
—
|
|
Total debt securities
|
|
$
|
2,766
|
|
|
2,767
|
|
Financial Instruments not measured at Fair Value:
The following financial liabilities are held at carrying amount on the consolidated balance sheet as of
June 30, 2019
:
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
Carrying Amount
|
|
Estimated Fair Value
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
Current Debt
|
|
$
|
1,719
|
|
|
1,739
|
|
|
|
|
|
|
Non-Current Debt
|
|
|
|
|
3% Zero Coupon Convertible Subordinated Debentures due in 2020
|
|
52
|
|
|
99
|
|
1.950% Notes due 2020
|
|
499
|
|
|
498
|
|
2.95% Debentures due 2020
|
|
548
|
|
|
554
|
|
3.55% Notes due 2021
|
|
449
|
|
|
462
|
|
2.45% Notes due 2021
|
|
349
|
|
|
353
|
|
1.65% Notes due 2021
|
|
999
|
|
|
993
|
|
0.250% Notes due 2022 (1B Euro 1.1364)
|
|
1,134
|
|
|
1,150
|
|
2.25% Notes due 2022
|
|
997
|
|
|
1,004
|
|
6.73% Debentures due 2023
|
|
250
|
|
|
298
|
|
3.375% Notes due 2023
|
|
805
|
|
|
852
|
|
2.05% Notes due 2023
|
|
498
|
|
|
498
|
|
0.650% Notes due 2024 (750MM Euro 1.1364)
|
|
849
|
|
|
882
|
|
5.50% Notes due 2024 (500 MM GBP 1.2709)
|
|
631
|
|
|
770
|
|
2.625% Notes due 2025
|
|
748
|
|
|
762
|
|
2.45% Notes due 2026
|
|
1,992
|
|
|
2,024
|
|
2.95% Notes due 2027
|
|
996
|
|
|
1,032
|
|
2.90% Notes due 2028
|
|
1,493
|
|
|
1,541
|
|
1.150% Notes due 2028 (750MM Euro 1.1364)
|
|
845
|
|
|
916
|
|
6.95% Notes due 2029
|
|
297
|
|
|
414
|
|
4.95% Debentures due 2033
|
|
498
|
|
|
618
|
|
4.375% Notes due 2033
|
|
856
|
|
|
1,008
|
|
1.650% Notes due 2035 (1.5B Euro 1.1364)
|
|
1,688
|
|
|
1,910
|
|
3.55% Notes due 2036
|
|
988
|
|
|
1,049
|
|
5.95% Notes due 2037
|
|
992
|
|
|
1,377
|
|
3.625% Notes due 2037
|
|
1,487
|
|
|
1,592
|
|
3.40% Notes due 2038
|
|
990
|
|
|
1,032
|
|
5.85% Debentures due 2038
|
|
696
|
|
|
946
|
|
4.50% Debentures due 2040
|
|
538
|
|
|
635
|
|
4.85% Notes due 2041
|
|
297
|
|
|
364
|
|
4.50% Notes due 2043
|
|
495
|
|
|
594
|
|
3.70% Notes due 2046
|
|
1,973
|
|
|
2,144
|
|
3.75% Notes due 2047
|
|
991
|
|
|
1,089
|
|
3.50% Notes due 2048
|
|
742
|
|
|
778
|
|
Other
|
|
37
|
|
|
37
|
|
Total Non-Current Debt
|
|
$
|
27,699
|
|
|
30,275
|
|
The weighted average effective interest rate on non-current debt is
3.19%
.
The excess of the estimated fair value over the carrying value of debt was
$0.3 billion
at December 30, 2018.
Fair value of the non-current debt was estimated using market prices, which were corroborated by quoted broker prices and significant other observable inputs.
NOTE 5 — INCOME TAXES
The worldwide effective income tax rates for the first fiscal six months of
2019
and
2018
were
18.4%
and
20.4%
, respectively. The U.S. Tax Cuts and Jobs Act (TCJA) was enacted into law effective January 1, 2018. This law reduced the U.S. statutory corporate tax rate from 35% to 21%, eliminated or reduced certain corporate income tax deductions and introduced a tax on Global Intangible Low-Taxed Income (GILTI) and a Base Erosion and Anti Abuse Tax (BEAT). During the first fiscal six months of 2018, the Company estimated the impact of these changes based on the best information and guidance available at that time. Subsequent U.S. Treasury guidance on the application of these provisions allowed the Company to better refine these calculations for fiscal year 2018 and when combined with the election to account for GILTI under the deferred method reduced the first fiscal six months of 2019 effective income tax rate by approximately
2.5%
versus the first fiscal six months of 2018. This reduction was partially offset by the Company having more income in higher tax jurisdictions relative to lower tax jurisdictions, including the one-time impact of the ASP divestiture, which was primarily taxed in the U.S., as compared to the same period in 2018.
As of
June 30, 2019
, the Company had approximately
$3.3 billion
of liabilities from unrecognized tax benefits. The Company believes it is possible that audits may be completed by tax authorities in some jurisdictions over the next twelve months. The Company is not able to provide a reasonably reliable estimate of the timing of any future tax payments relating to uncertain tax positions. With respect to the United States, the IRS has completed its audit for the tax years through 2009 and is currently auditing the tax years 2010 through 2012. The Company currently expects substantial completion of this audit within the next twelve months. The outcome from this tax audit may result in adjustments to the Company’s current estimates that may have a material impact on the Company’s current and future operating results or cash flows in the period that the audit is substantially completed.
Swiss Tax Reform
On September 28, 2018 the Swiss Parliament approved the Federal Act on Tax Reform and AHV Financing (TRAF). On May 19, 2019 a public referendum was held in Switzerland that approved the federal reform proposals and subsequently announced the TRAF will become effective on January 1, 2020. In the fiscal third quarter of 2019, the Swiss Federal Council enacted TRAF.
TRAF provides for parameters which enable the Swiss cantons to establish localized tax rates and regulations for multinational companies. The new cantonal tax parameters include favorable tax benefits for patents and an additional research and development tax deduction to encourage investment. The cantons are required to implement new local legislation by January 1, 2020 or the new federal law will be directly applied.
The significant cantons in which the Company operates have not yet enacted legislation in response to TRAF. The transitional provisions of TRAF are also expected to allow companies to elect tax basis adjustments to fair value which is used for tax depreciation and amortization purposes resulting in a deduction over the transitional period. The adjustment in the Company’s asset tax basis will likely require review and approval by the federal and cantonal tax agencies. The Company has not yet applied for the adjustment to the tax basis.
As TRAF was not enacted as of June 30, 2019, the Company has not reflected the financial impacts in its fiscal second quarter results. The Company estimates the impact of revaluing its deferred tax assets and liabilities as a result of Swiss Federal enactment of TRAF, without consideration of future cantonal tax rate changes or the transitional provisions, to result in an incremental tax expense between
$0.3 billion
to
$0.5 billion
in the fiscal third quarter of 2019. The financial impact of the future cantonal tax rate changes or the transitional provisions cannot currently be reasonably estimated but may result in a material impact to the future results of the Company.
NOTE 6 — PENSIONS AND OTHER BENEFIT PLANS
Components of Net Periodic Benefit Cost
Net periodic benefit cost for the Company’s defined benefit retirement plans and other benefit plans for the fiscal
second
quarters and the first fiscal six months of
2019
and
2018
include the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Second Quarter Ended
|
|
Fiscal Six Months Ended
|
|
|
Retirement Plans
|
|
Other Benefit Plans
|
|
Retirement Plans
|
|
Other Benefit Plans
|
(Dollars in Millions)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
Service cost
|
|
$
|
277
|
|
|
309
|
|
|
69
|
|
|
68
|
|
|
553
|
|
|
618
|
|
|
137
|
|
|
135
|
|
Interest cost
|
|
274
|
|
|
249
|
|
|
46
|
|
|
38
|
|
|
549
|
|
|
501
|
|
|
92
|
|
|
75
|
|
Expected return on plan assets
|
|
(581
|
)
|
|
(554
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(1,164
|
)
|
|
(1,114
|
)
|
|
(3
|
)
|
|
(4
|
)
|
Amortization of prior service cost/(credit)
|
|
1
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
2
|
|
|
1
|
|
|
(16
|
)
|
|
(16
|
)
|
Recognized actuarial losses
|
|
146
|
|
|
213
|
|
|
33
|
|
|
31
|
|
|
290
|
|
|
428
|
|
|
65
|
|
|
61
|
|
Curtailments and settlements
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
|
$
|
125
|
|
|
217
|
|
|
139
|
|
|
127
|
|
|
237
|
|
|
432
|
|
|
275
|
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The service cost component of net periodic benefit cost is presented in the same line items on the Consolidated Statement of Earnings where other employee compensation costs are reported. All other components of net periodic benefit cost are presented as part of Other (income) expense, net on the Consolidated Statement of Earnings.
Company Contributions
For the
fiscal six months ended
June 30, 2019
, the Company contributed
$42 million
and
$87 million
to its U.S. and international retirement plans, respectively. The Company plans to continue to fund its U.S. defined benefit plans to comply with the Pension Protection Act of 2006. International plans are funded in accordance with local regulations.
NOTE 7 — ACCUMULATED OTHER COMPREHENSIVE INCOME
Components of other comprehensive income (loss) consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
92
|
|
|
1
|
|
|
306
|
|
|
(146
|
)
|
|
253
|
|
June 30, 2019
|
|
$
|
(8,777
|
)
|
|
1
|
|
|
(5,852
|
)
|
|
(341
|
)
|
|
(14,969
|
)
|
Amounts in accumulated other comprehensive income are presented net of the related tax impact. Foreign currency translation is not adjusted for income taxes where it relates to permanent investments in international subsidiaries. For additional details on comprehensive income see the Consolidated Statements of Comprehensive Income.
Details on reclassifications out of Accumulated Other Comprehensive Income:
Gain/(Loss) On Securities - reclassifications released to Other (income) expense, net.
Employee Benefit Plans - reclassifications are included in net periodic benefit cost. See Note 6 for additional details.
Gain/(Loss) On Derivatives & Hedges - reclassifications to earnings are recorded in the same account as the underlying transaction. See Note 4 for additional details.
NOTE 8 — EARNINGS PER SHARE
The following is a reconciliation of basic net earnings per share to diluted net earnings per share for the fiscal
second
quarters and the first fiscal six months ended
June 30, 2019
and
July 1, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Second Quarter Ended
|
|
Fiscal Six Months Ended
|
(Shares in Millions)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
Basic net earnings per share
|
|
$
|
2.11
|
|
|
1.47
|
|
|
3.52
|
|
|
3.10
|
|
Average shares outstanding — basic
|
|
2,652.5
|
|
|
2,682.3
|
|
|
2,656.7
|
|
|
2,682.2
|
|
Potential shares exercisable under stock option plans
|
|
140.8
|
|
|
127.5
|
|
|
138.6
|
|
|
141.8
|
|
Less: shares which could be repurchased under treasury stock method
|
|
(102.3
|
)
|
|
(89.3
|
)
|
|
(99.0
|
)
|
|
(96.3
|
)
|
Convertible debt shares
|
|
0.7
|
|
|
0.8
|
|
|
0.7
|
|
|
0.8
|
|
Average shares outstanding — diluted
|
|
2,691.7
|
|
|
2,721.3
|
|
|
2,697.0
|
|
|
2,728.5
|
|
Diluted net earnings per share
|
|
$
|
2.08
|
|
|
1.45
|
|
|
3.47
|
|
|
3.05
|
|
The diluted net earnings per share calculation for both the fiscal
second
quarters ended
June 30, 2019
and
July 1, 2018
included the dilutive effect of convertible debt that was offset by the related reduction in interest expense. The diluted net earnings per share calculation for the fiscal
second
quarter ended
June 30, 2019
excluded an insignificant number of shares related to stock options, as the exercise price of these options was greater than their average market value. The diluted net earnings per share calculation for the fiscal second quarter ended
July 1, 2018
excluded
17 million
shares related to stock options, as the exercise price of these options was greater than their average market value.
The diluted net earnings per share calculation for the
fiscal six months ended
June 30, 2019
and
July 1, 2018
included the dilutive effect of convertible debt that was offset by the related reduction in interest expense. The diluted net earnings per share calculation for the
fiscal six months ended
June 30, 2019
excluded an insignificant number of shares related to stock options, as the exercise price of these options was greater than their average market value. The diluted net earnings per share calculation for the
fiscal six months ended
July 1, 2018
included all shares related to stock options, as there were
no
options or other instruments which were anti-dilutive.
NOTE 9 — SEGMENTS OF BUSINESS AND GEOGRAPHIC AREAS
SALES BY SEGMENT OF BUSINESS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Second Quarter Ended
|
|
Fiscal Six Months Ended
|
(Dollars in Millions)
|
|
June 30,
2019
|
|
July 1,
2018
|
|
Percent
Change
|
|
June 30,
2019
|
|
July 1,
2018
|
|
Percent Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSUMER
|
|
|
|
|
|
|
|
|
|
|
|
|
Baby Care
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
$
|
99
|
|
|
89
|
|
|
11.5
|
%
|
|
$
|
186
|
|
|
186
|
|
|
(0.2
|
)%
|
International
|
|
344
|
|
|
367
|
|
|
(6.3
|
)
|
|
651
|
|
|
727
|
|
|
(10.5
|
)
|
Worldwide
|
|
443
|
|
|
456
|
|
|
(2.8
|
)
|
|
837
|
|
|
913
|
|
|
(8.4
|
)
|
Beauty
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
663
|
|
|
637
|
|
|
4.1
|
|
|
1,251
|
|
|
1,248
|
|
|
0.3
|
|
International
|
|
539
|
|
|
472
|
|
|
14.1
|
|
|
1,041
|
|
|
945
|
|
|
10.1
|
|
Worldwide
|
|
1,202
|
|
|
1,109
|
|
|
8.4
|
|
|
2,292
|
|
|
2,193
|
|
|
4.5
|
|
Oral Care
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
155
|
|
|
157
|
|
|
(1.6
|
)
|
|
306
|
|
|
314
|
|
|
(2.5
|
)
|
International
|
|
234
|
|
|
236
|
|
|
(0.7
|
)
|
|
450
|
|
|
458
|
|
|
(1.7
|
)
|
Worldwide
|
|
389
|
|
|
393
|
|
|
(1.1
|
)
|
|
756
|
|
|
772
|
|
|
(2.0
|
)
|
OTC
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
484
|
|
|
454
|
|
|
6.6
|
|
|
991
|
|
|
919
|
|
|
7.8
|
|
International
|
|
580
|
|
|
612
|
|
|
(5.1
|
)
|
|
1,160
|
|
|
1,219
|
|
|
(4.9
|
)
|
Worldwide
|
|
1,064
|
|
|
1,066
|
|
|
(0.1
|
)
|
|
2,151
|
|
|
2,138
|
|
|
0.6
|
|
Women's Health
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
3
|
|
|
4
|
|
|
(10.3
|
)
|
|
6
|
|
|
7
|
|
|
(3.7
|
)
|
International
|
|
250
|
|
|
276
|
|
|
(9.5
|
)
|
|
472
|
|
|
516
|
|
|
(8.6
|
)
|
Worldwide
|
|
253
|
|
|
280
|
|
|
(9.5
|
)
|
|
478
|
|
|
523
|
|
|
(8.5
|
)
|
Wound Care/Other
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
132
|
|
|
135
|
|
|
(1.9
|
)
|
|
234
|
|
|
238
|
|
|
(1.5
|
)
|
International
|
|
61
|
|
|
65
|
|
|
(6.4
|
)
|
|
114
|
|
|
125
|
|
|
(8.9
|
)
|
Worldwide
|
|
193
|
|
|
200
|
|
|
(3.4
|
)
|
|
348
|
|
|
363
|
|
|
(4.0
|
)
|
TOTAL CONSUMER
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
1,537
|
|
|
1,476
|
|
|
4.1
|
|
|
2,975
|
|
|
2,912
|
|
|
2.2
|
|
International
|
|
2,007
|
|
|
2,028
|
|
|
(1.0
|
)
|
|
3,887
|
|
|
3,990
|
|
|
(2.6
|
)
|
Worldwide
|
|
3,544
|
|
|
3,504
|
|
|
1.2
|
|
|
6,862
|
|
|
6,902
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PHARMACEUTICAL
|
|
|
|
|
|
|
|
|
|
|
|
|
Immunology
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
2,379
|
|
|
2,317
|
|
|
2.7
|
|
|
4,542
|
|
|
4,317
|
|
|
5.2
|
|
International
|
|
1,087
|
|
|
1,021
|
|
|
6.3
|
|
|
2,175
|
|
|
2,063
|
|
|
5.4
|
|
Worldwide
|
|
3,466
|
|
|
3,338
|
|
|
3.8
|
|
|
6,717
|
|
|
6,380
|
|
|
5.3
|
|
REMICADE
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
801
|
|
|
918
|
|
|
(12.7
|
)
|
|
1,575
|
|
|
1,834
|
|
|
(14.1
|
)
|
U.S. Exports
|
|
62
|
|
|
104
|
|
|
(40.3
|
)
|
|
138
|
|
|
246
|
|
|
(43.9
|
)
|
International
|
|
244
|
|
|
298
|
|
|
(18.5
|
)
|
|
496
|
|
|
629
|
|
|
(21.2
|
)
|
Worldwide
|
|
1,107
|
|
|
1,320
|
|
|
(16.2
|
)
|
|
2,209
|
|
|
2,709
|
|
|
(18.5
|
)
|
SIMPONI / SIMPONI ARIA
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
281
|
|
|
274
|
|
|
2.7
|
|
|
544
|
|
|
498
|
|
|
9.1
|
|
International
|
|
282
|
|
|
274
|
|
|
2.7
|
|
|
543
|
|
|
568
|
|
|
(4.4
|
)
|
Worldwide
|
|
563
|
|
|
548
|
|
|
2.7
|
|
|
1,087
|
|
|
1,066
|
|
|
1.9
|
|
STELARA
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
1,058
|
|
|
919
|
|
|
15.2
|
|
|
1,940
|
|
|
1,571
|
|
|
23.5
|
|
International
|
|
499
|
|
|
422
|
|
|
18.1
|
|
|
1,022
|
|
|
831
|
|
|
23.0
|
|
Worldwide
|
|
1,558
|
|
|
1,341
|
|
|
16.1
|
|
|
2,963
|
|
|
2,402
|
|
|
23.3
|
|
TREMFYA
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
176
|
|
|
102
|
|
|
72.3
|
|
344
|
|
|
168
|
|
|
*
|
International
|
|
59
|
|
|
24
|
|
|
*
|
|
108
|
|
|
30
|
|
|
*
|
Worldwide
|
|
235
|
|
|
126
|
|
|
86.5
|
|
452
|
|
|
198
|
|
|
*
|
OTHER IMMUNOLOGY
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
International
|
|
3
|
|
|
3
|
|
|
27.7
|
|
6
|
|
|
5
|
|
|
23.6
|
Worldwide
|
|
3
|
|
|
3
|
|
|
27.7
|
|
6
|
|
|
5
|
|
|
23.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infectious Diseases
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
387
|
|
|
328
|
|
|
17.8
|
|
|
744
|
|
|
661
|
|
|
12.5
|
|
International
|
|
475
|
|
|
521
|
|
|
(8.7
|
)
|
|
964
|
|
|
1,018
|
|
|
(5.3
|
)
|
Worldwide
|
|
862
|
|
|
849
|
|
|
1.5
|
|
|
1,708
|
|
|
1,679
|
|
|
1.7
|
|
EDURANT
®
/ rilpivirine
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
12
|
|
|
15
|
|
|
(15.8
|
)
|
|
24
|
|
|
29
|
|
|
(17.3
|
)
|
International
|
|
198
|
|
|
196
|
|
|
0.5
|
|
|
397
|
|
|
392
|
|
|
1.4
|
|
Worldwide
|
|
210
|
|
|
211
|
|
|
(0.6
|
)
|
|
421
|
|
|
421
|
|
|
0.1
|
|
PREZISTA
®
/ PREZCOBIX
®
/ REZOLSTA
®
/ SYMTUZA
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
344
|
|
|
277
|
|
|
24.2
|
|
|
659
|
|
|
550
|
|
|
19.9
|
|
International
|
|
191
|
|
|
215
|
|
|
(11.1
|
)
|
|
399
|
|
|
420
|
|
|
(5.0
|
)
|
Worldwide
|
|
535
|
|
|
492
|
|
|
8.7
|
|
|
1,058
|
|
|
970
|
|
|
9.1
|
|
OTHER INFECTIOUS DISEASES
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
31
|
|
|
36
|
|
|
(16.6
|
)
|
|
61
|
|
|
82
|
|
|
(26.0
|
)
|
International
|
|
86
|
|
|
110
|
|
|
(20.8
|
)
|
|
168
|
|
|
206
|
|
|
(18.6
|
)
|
Worldwide
|
|
117
|
|
|
146
|
|
|
(19.7
|
)
|
|
229
|
|
|
288
|
|
|
(20.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neuroscience
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
664
|
|
|
639
|
|
|
3.8
|
|
|
1,387
|
|
|
1,263
|
|
|
9.8
|
|
International
|
|
875
|
|
|
889
|
|
|
(1.6
|
)
|
|
1,780
|
|
|
1,824
|
|
|
(2.4
|
)
|
Worldwide
|
|
1,538
|
|
|
1,528
|
|
|
0.6
|
|
|
3,167
|
|
|
3,087
|
|
|
2.6
|
|
CONCERTA
®
/ methylphenidate
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
15
|
|
|
68
|
|
|
(78.6
|
)
|
|
112
|
|
|
134
|
|
|
(16.4
|
)
|
International
|
|
123
|
|
|
115
|
|
|
6.2
|
|
|
239
|
|
|
222
|
|
|
7.3
|
|
Worldwide
|
|
137
|
|
|
183
|
|
|
(25.2
|
)
|
|
351
|
|
|
356
|
|
|
(1.6
|
)
|
INVEGA SUSTENNA
®
/ XEPLION
®
/ INVEGA TRINZA
®
/ TREVICTA
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
506
|
|
|
438
|
|
|
15.6
|
|
|
989
|
|
|
838
|
|
|
18.1
|
|
International
|
|
312
|
|
|
282
|
|
|
10.4
|
|
|
619
|
|
|
578
|
|
|
7.0
|
|
Worldwide
|
|
818
|
|
|
720
|
|
|
13.6
|
|
|
1,608
|
|
|
1,416
|
|
|
13.6
|
|
RISPERDAL CONSTA
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
81
|
|
|
80
|
|
|
0.8
|
|
|
158
|
|
|
162
|
|
|
(3.0
|
)
|
International
|
|
101
|
|
|
108
|
|
|
(6.5
|
)
|
|
203
|
|
|
222
|
|
|
(8.4
|
)
|
Worldwide
|
|
182
|
|
|
188
|
|
|
(3.4
|
)
|
|
361
|
|
|
384
|
|
|
(6.2
|
)
|
OTHER NEUROSCIENCE
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
62
|
|
|
53
|
|
|
16.1
|
|
|
128
|
|
|
129
|
|
|
(0.4
|
)
|
International
|
|
340
|
|
|
384
|
|
|
(11.5
|
)
|
|
719
|
|
|
802
|
|
|
(10.3
|
)
|
Worldwide
|
|
401
|
|
|
437
|
|
|
(8.1
|
)
|
|
847
|
|
|
931
|
|
|
(8.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oncology
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
1,013
|
|
|
1,085
|
|
|
(6.6
|
)
|
|
1,975
|
|
|
2,018
|
|
|
(2.1
|
)
|
International
|
|
1,684
|
|
|
1,371
|
|
|
22.8
|
|
|
3,240
|
|
|
2,749
|
|
|
17.9
|
|
Worldwide
|
|
2,697
|
|
|
2,456
|
|
|
9.8
|
|
|
5,215
|
|
|
4,767
|
|
|
9.4
|
|
DARZALEX
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
369
|
|
|
298
|
|
|
24.4
|
|
|
721
|
|
|
562
|
|
|
28.5
|
|
International
|
|
405
|
|
|
213
|
|
|
89.5
|
|
|
682
|
|
|
381
|
|
|
78.7
|
|
Worldwide
|
|
774
|
|
|
511
|
|
|
51.6
|
|
|
1,403
|
|
|
943
|
|
|
48.8
|
|
IMBRUVICA
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
367
|
|
|
250
|
|
|
47.0
|
|
|
716
|
|
|
477
|
|
|
50.2
|
|
International
|
|
463
|
|
|
370
|
|
|
25.3
|
|
|
898
|
|
|
730
|
|
|
23.1
|
|
Worldwide
|
|
831
|
|
|
620
|
|
|
34.1
|
|
|
1,615
|
|
|
1,207
|
|
|
33.8
|
|
VELCADE
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
International
|
|
224
|
|
|
280
|
|
|
(20.1
|
)
|
|
487
|
|
|
593
|
|
|
(17.9
|
)
|
Worldwide
|
|
224
|
|
|
280
|
|
|
(20.1
|
)
|
|
487
|
|
|
593
|
|
|
(17.9
|
)
|
ZYTIGA
®
/
abiraterone acetate
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
198
|
|
|
486
|
|
|
(59.4
|
)
|
|
383
|
|
|
893
|
|
|
(57.1
|
)
|
International
|
|
500
|
|
|
423
|
|
|
18.0
|
|
|
994
|
|
|
861
|
|
|
15.4
|
|
Worldwide
|
|
698
|
|
|
909
|
|
|
(23.3
|
)
|
|
1,377
|
|
|
1,754
|
|
|
(21.5
|
)
|
OTHER ONCOLOGY
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
78
|
|
|
51
|
|
|
50.5
|
|
154
|
|
|
86
|
|
|
77.7
|
|
International
|
|
92
|
|
|
85
|
|
|
8.8
|
|
|
179
|
|
|
184
|
|
|
(2.5
|
)
|
Worldwide
|
|
170
|
|
|
136
|
|
|
24.7
|
|
|
333
|
|
|
270
|
|
|
23.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pulmonary Hypertension
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
439
|
|
|
429
|
|
|
2.2
|
|
869
|
|
|
790
|
|
|
10.0
|
|
International
|
|
251
|
|
|
236
|
|
|
6.7
|
|
477
|
|
|
460
|
|
|
3.7
|
|
Worldwide
|
|
690
|
|
|
665
|
|
|
3.8
|
|
1,346
|
|
|
1,250
|
|
|
7.7
|
|
OPSUMIT
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
203
|
|
|
180
|
|
|
12.8
|
|
375
|
|
|
329
|
|
|
14.2
|
|
International
|
|
146
|
|
|
131
|
|
|
11.5
|
|
279
|
|
|
253
|
|
|
10.3
|
|
Worldwide
|
|
348
|
|
|
311
|
|
|
12.3
|
|
654
|
|
|
582
|
|
|
12.5
|
|
TRACLEER
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
41
|
|
|
71
|
|
|
(41.8)
|
|
102
|
|
|
139
|
|
|
(26.3
|
)
|
International
|
|
62
|
|
|
72
|
|
|
(14.5)
|
|
118
|
|
|
144
|
|
|
(18.7
|
)
|
Worldwide
|
|
103
|
|
|
143
|
|
|
(28.0)
|
|
220
|
|
|
283
|
|
|
(22.4
|
)
|
UPTRAVI
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
175
|
|
|
155
|
|
|
13.4
|
|
351
|
|
|
279
|
|
|
25.9
|
|
International
|
|
28
|
|
|
16
|
|
|
62.5
|
|
50
|
|
|
32
|
|
|
53.1
|
|
Worldwide
|
|
203
|
|
|
171
|
|
|
18.2
|
|
401
|
|
|
311
|
|
|
28.7
|
|
OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
20
|
|
|
23
|
|
|
(18.2)
|
|
41
|
|
|
43
|
|
|
(8.4
|
)
|
International
|
|
16
|
|
|
17
|
|
|
3.7
|
|
31
|
|
|
31
|
|
|
4.1
|
|
Worldwide
|
|
37
|
|
|
40
|
|
|
(9.6)
|
|
72
|
|
|
74
|
|
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cardiovascular / Metabolism / Other
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
902
|
|
|
1,101
|
|
|
(18.1
|
)
|
|
1,849
|
|
|
2,204
|
|
|
(16.1
|
)
|
International
|
|
373
|
|
|
417
|
|
|
(10.5
|
)
|
|
771
|
|
|
831
|
|
|
(7.2
|
)
|
Worldwide
|
|
1,275
|
|
|
1,518
|
|
|
(16.0
|
)
|
|
2,620
|
|
|
3,035
|
|
|
(13.7
|
)
|
XARELTO
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
549
|
|
|
679
|
|
|
(19.2
|
)
|
|
1,091
|
|
|
1,257
|
|
|
(13.2
|
)
|
International
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
Worldwide
|
|
549
|
|
|
679
|
|
|
(19.2
|
)
|
|
1,091
|
|
|
1,257
|
|
|
(13.2
|
)
|
INVOKANA
®
/ INVOKAMET
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
132
|
|
|
169
|
|
|
(21.2
|
)
|
|
286
|
|
|
373
|
|
|
(23.2
|
)
|
International
|
|
43
|
|
|
46
|
|
|
(6.0
|
)
|
|
92
|
|
|
90
|
|
|
2.6
|
|
Worldwide
|
|
177
|
|
|
215
|
|
|
(17.9
|
)
|
|
379
|
|
|
463
|
|
|
(18.2
|
)
|
PROCRIT
®
/ EPREX
®
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
113
|
|
|
156
|
|
|
(27.5
|
)
|
|
261
|
|
|
345
|
|
|
(24.3
|
)
|
International
|
|
70
|
|
|
80
|
|
|
(13.4
|
)
|
|
148
|
|
|
167
|
|
|
(11.7
|
)
|
Worldwide
|
|
183
|
|
|
236
|
|
|
(22.7
|
)
|
|
409
|
|
|
512
|
|
|
(20.2
|
)
|
OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
107
|
|
|
97
|
|
|
9.3
|
|
|
211
|
|
|
229
|
|
|
(8.2
|
)
|
International
|
|
260
|
|
|
291
|
|
|
(10.5
|
)
|
|
531
|
|
|
574
|
|
|
(7.5
|
)
|
Worldwide
|
|
368
|
|
|
388
|
|
|
(5.5
|
)
|
|
742
|
|
|
803
|
|
|
(7.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL PHARMACEUTICAL
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
5,783
|
|
|
5,899
|
|
|
(2.0
|
)
|
|
11,365
|
|
|
11,253
|
|
|
1.0
|
|
International
|
|
4,746
|
|
|
4,455
|
|
|
6.5
|
|
|
9,408
|
|
|
8,945
|
|
|
5.2
|
|
Worldwide
|
|
10,529
|
|
|
10,354
|
|
|
1.7
|
|
|
20,773
|
|
|
20,198
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEDICAL DEVICES
|
|
|
|
|
|
|
|
|
|
|
|
|
Diabetes Care
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
—
|
|
|
129
|
|
|
*
|
|
—
|
|
|
246
|
|
|
*
|
|
International
|
|
—
|
|
|
226
|
|
|
*
|
|
—
|
|
|
448
|
|
|
*
|
|
Worldwide
|
|
—
|
|
|
355
|
|
|
*
|
|
—
|
|
|
694
|
|
|
*
|
|
Interventional Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
366
|
|
|
323
|
|
|
13.7
|
|
|
709
|
|
|
627
|
|
|
13.2
|
|
International
|
|
385
|
|
|
344
|
|
|
11.6
|
|
|
774
|
|
|
680
|
|
|
13.7
|
|
Worldwide
|
|
750
|
|
|
667
|
|
|
12.6
|
|
|
1,482
|
|
|
1,307
|
|
|
13.4
|
|
Orthopaedics
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
1,331
|
|
|
1,332
|
|
|
(0.1
|
)
|
|
2,649
|
|
|
2,639
|
|
|
0.4
|
|
International
|
|
894
|
|
|
930
|
|
|
(3.8
|
)
|
|
1,779
|
|
|
1,873
|
|
|
(5.0
|
)
|
Worldwide
|
|
2,224
|
|
|
2,262
|
|
|
(1.6
|
)
|
|
4,428
|
|
|
4,512
|
|
|
(1.9
|
)
|
HIPS
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
216
|
|
|
211
|
|
|
2.1
|
|
|
429
|
|
|
420
|
|
|
2.1
|
|
International
|
|
147
|
|
|
149
|
|
|
(0.7
|
)
|
|
295
|
|
|
303
|
|
|
(2.3
|
)
|
Worldwide
|
|
364
|
|
|
360
|
|
|
0.9
|
|
|
725
|
|
|
723
|
|
|
0.3
|
|
KNEES
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
218
|
|
|
229
|
|
|
(4.8
|
)
|
|
441
|
|
|
457
|
|
|
(3.5
|
)
|
International
|
|
153
|
|
|
153
|
|
|
0.4
|
|
|
299
|
|
|
312
|
|
|
(4.0
|
)
|
Worldwide
|
|
372
|
|
|
382
|
|
|
(2.8
|
)
|
|
741
|
|
|
769
|
|
|
(3.7
|
)
|
TRAUMA
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
407
|
|
|
394
|
|
|
3.3
|
|
|
824
|
|
|
801
|
|
|
2.9
|
|
International
|
|
265
|
|
|
281
|
|
|
(5.9
|
)
|
|
533
|
|
|
570
|
|
|
(6.5
|
)
|
Worldwide
|
|
672
|
|
|
675
|
|
|
(0.6
|
)
|
|
1,357
|
|
|
1,371
|
|
|
(1.0
|
)
|
SPINE & OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
490
|
|
|
498
|
|
|
(1.5
|
)
|
|
955
|
|
|
961
|
|
|
(0.6
|
)
|
International
|
|
328
|
|
|
347
|
|
|
(5.3
|
)
|
|
651
|
|
|
688
|
|
|
(5.4
|
)
|
Worldwide
|
|
818
|
|
|
845
|
|
|
(3.1
|
)
|
|
1,606
|
|
|
1,649
|
|
|
(2.6
|
)
|
Surgery
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
926
|
|
|
1,022
|
|
|
(9.5
|
)
|
|
1,927
|
|
|
2,015
|
|
|
(4.4
|
)
|
International
|
|
1,427
|
|
|
1,493
|
|
|
(4.4
|
)
|
|
2,821
|
|
|
2,923
|
|
|
(3.5
|
)
|
Worldwide
|
|
2,353
|
|
|
2,515
|
|
|
(6.5
|
)
|
|
4,748
|
|
|
4,938
|
|
|
(3.9
|
)
|
ADVANCED
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
396
|
|
|
402
|
|
|
(1.7
|
)
|
|
800
|
|
|
795
|
|
|
0.6
|
|
International
|
|
633
|
|
|
603
|
|
|
5.0
|
|
|
1,209
|
|
|
1,176
|
|
|
2.8
|
|
Worldwide
|
|
1,029
|
|
|
1,005
|
|
|
2.3
|
|
|
2,009
|
|
|
1,971
|
|
|
1.9
|
|
GENERAL
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
443
|
|
|
436
|
|
|
1.6
|
|
|
868
|
|
|
859
|
|
|
1.0
|
|
International
|
|
674
|
|
|
733
|
|
|
(7.9
|
)
|
|
1,339
|
|
|
1,437
|
|
|
(6.8
|
)
|
Worldwide
|
|
1,119
|
|
|
1,169
|
|
|
(4.3
|
)
|
|
2,208
|
|
|
2,296
|
|
|
(3.9
|
)
|
SPECIALTY
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
87
|
|
|
184
|
|
|
(53.1
|
)
|
|
259
|
|
|
361
|
|
|
(28.3
|
)
|
International
|
|
120
|
|
|
157
|
|
|
(23.7
|
)
|
|
273
|
|
|
310
|
|
|
(12.1
|
)
|
Worldwide
|
|
206
|
|
|
341
|
|
|
(39.6
|
)
|
|
531
|
|
|
671
|
|
|
(20.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vision
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
461
|
|
|
459
|
|
|
0.4
|
|
|
907
|
|
|
899
|
|
|
1.0
|
|
International
|
|
701
|
|
|
714
|
|
|
(2.0
|
)
|
|
1,383
|
|
|
1,389
|
|
|
(0.5
|
)
|
Worldwide
|
|
1,161
|
|
|
1,173
|
|
|
(1.0
|
)
|
|
2,290
|
|
|
2,288
|
|
|
0.1
|
|
CONTACT LENSES / OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
333
|
|
|
320
|
|
|
3.9
|
|
|
654
|
|
|
629
|
|
|
4.0
|
|
International
|
|
509
|
|
|
524
|
|
|
(2.9
|
)
|
|
1,011
|
|
|
1,022
|
|
|
(1.0
|
)
|
Worldwide
|
|
842
|
|
|
844
|
|
|
(0.3
|
)
|
|
1,666
|
|
|
1,651
|
|
|
0.9
|
|
SURGICAL
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
128
|
|
|
139
|
|
|
(7.7
|
)
|
|
253
|
|
|
270
|
|
|
(6.1
|
)
|
International
|
|
191
|
|
|
190
|
|
|
0.7
|
|
|
371
|
|
|
367
|
|
|
1.0
|
|
Worldwide
|
|
319
|
|
|
329
|
|
|
(2.8
|
)
|
|
624
|
|
|
637
|
|
|
(2.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL MEDICAL DEVICES
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
3,083
|
|
|
3,265
|
|
|
(5.6
|
)
|
|
6,192
|
|
|
6,426
|
|
|
(3.6
|
)
|
International
|
|
3,406
|
|
|
3,707
|
|
|
(8.1
|
)
|
|
6,756
|
|
|
7,313
|
|
|
(7.6
|
)
|
Worldwide
|
|
6,489
|
|
|
6,972
|
|
|
(6.9
|
)
|
|
12,948
|
|
|
13,739
|
|
|
(5.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WORLDWIDE
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
10,403
|
|
|
10,640
|
|
|
(2.2
|
)
|
|
20,532
|
|
|
20,591
|
|
|
(0.3
|
)
|
International
|
|
10,159
|
|
|
10,190
|
|
|
(0.3
|
)
|
|
20,051
|
|
|
20,248
|
|
|
(1.0
|
)
|
Worldwide
|
|
$
|
20,562
|
|
|
20,830
|
|
|
(1.3
|
)%
|
|
$
|
40,583
|
|
|
40,839
|
|
|
(0.6
|
)%
|
*Percentage greater than 100% or not meaningful
EARNINGS BEFORE PROVISION FOR TAXES BY SEGMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Second Quarter Ended
|
|
Fiscal Six Months Ended
|
(Dollars in Millions)
|
|
June 30,
2019
|
|
July 1,
2018
|
|
Percent
Change
|
|
June 30,
2019
|
|
July 1,
2018
|
|
Percent Change
|
Consumer
(1)
|
|
$
|
406
|
|
|
829
|
|
|
(51.0
|
)%
|
|
$
|
1,147
|
|
|
1,377
|
|
|
(16.7
|
)%
|
Pharmaceutical
(2)
|
|
3,677
|
|
|
3,651
|
|
|
0.7
|
|
|
6,008
|
|
|
7,317
|
|
|
(17.9
|
)
|
Medical Devices
(3)
|
|
3,189
|
|
|
796
|
|
|
*
|
|
|
4,686
|
|
|
2,375
|
|
|
97.3
|
|
Segment earnings before provision for taxes
|
|
7,272
|
|
|
5,276
|
|
|
37.8
|
|
|
11,841
|
|
|
11,069
|
|
|
7.0
|
|
Less: Expense not allocated to segments
(4)
|
|
231
|
|
|
303
|
|
|
|
|
|
378
|
|
|
615
|
|
|
|
|
Worldwide income before tax
|
|
$
|
7,041
|
|
|
4,973
|
|
|
41.6
|
%
|
|
$
|
11,463
|
|
|
10,454
|
|
|
9.7
|
%
|
*Percentage greater than 100%
(1)
Includes a gain of
$0.3 billion
related to the Company's previously held equity investment in Ci:z Holdings Co., Ltd. (Dr. Ci: Labo) in the fiscal six months of 2019. Includes a gain of
$0.3 billion
from the divestiture of NIZORAL
®
in the fiscal second quarter and six months of 2018. Includes amortization expense of
$0.1 billion
and
$0.1 billion
in the fiscal second quarters and
$0.2 billion
and
$0.1 billion
in the fiscal six months of 2019 and 2018, respectively. Includes litigation expense of
$0.2 billion
in the fiscal second quarter and fiscal six months of 2019.
(2)
Includes an unrealized gain on securities of
$0.2 billion
and Actelion acquisition related costs of
$0.1 billion
in the fiscal second quarter of 2019. Includes an unrealized gain on securities of
$0.3 billion
, an in-process research and development expense of
$0.9 billion
related to the Alios asset, a research and development expense of
$0.3 billion
for an upfront payment related to argenx, litigation expense of
$0.4 billion
, and Actelion acquisition related costs of
$0.1 billion
in the fiscal six months of 2019. Includes Actelion acquisition related costs of
$0.1 billion
and
$0.2 billion
in the fiscal second quarter and fiscal six months of 2018, respectively and a gain of
$0.1 billion
from the divestiture of PANCREASE
®
in the fiscal second quarter and six months of 2018. Includes amortization expense of
$0.8 billion
and
$0.8 billion
in the fiscal second quarters and
$1.6 billion
and
$1.5 billion
in the fiscal six months of 2019 and 2018, respectively.
(3)
Includes a gain of
$2.0 billion
from the divestiture of the ASP business
in the fiscal second quarter and six months of 2019. Includes a restructuring related charge of
$0.1 billion
and
$0.1 billion
in the fiscal second quarters of 2019 and 2018, respectively and
$0.1 billion
and
$0.2 billion
in the fiscal six months of 2019 and 2018, respectively. Includes litigation expense of
$0.2 billion
and
$0.7 billion
in the fiscal second quarters of 2019 and 2018, respectively and
$0.3 billion
and
$0.7 billion
in the fiscal six months of 2019 and 2018, respectively. Includes amortization expense of
$0.2 billion
and
$0.3 billion
in the fiscal second quarters of 2019 and 2018, respectively and
$0.5 billion
and
$0.5 billion
in the fiscal six months of 2019 and 2018, respectively.
(4)
Amounts not allocated to segments include interest income/expense and general corporate income/expense.
SALES BY GEOGRAPHIC AREA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Second Quarter Ended
|
|
Fiscal Six Months Ended
|
(Dollars in Millions)
|
|
June 30, 2019
|
|
July 1, 2018
|
|
Percent
Change
|
|
June 30, 2019
|
|
July 1, 2018
|
|
Percent Change
|
United States
|
|
$
|
10,403
|
|
|
10,640
|
|
|
(2.2
|
)%
|
|
$
|
20,532
|
|
|
20,591
|
|
|
(0.3
|
)%
|
Europe
|
|
4,733
|
|
|
4,810
|
|
|
(1.6
|
)
|
|
9,342
|
|
|
9,607
|
|
|
(2.8
|
)
|
Western Hemisphere, excluding U.S.
|
|
1,455
|
|
|
1,540
|
|
|
(5.5
|
)
|
|
2,958
|
|
|
3,107
|
|
|
(4.8
|
)
|
Asia-Pacific, Africa
|
|
3,971
|
|
|
3,840
|
|
|
3.4
|
|
|
7,751
|
|
|
7,534
|
|
|
2.9
|
|
Total
|
|
$
|
20,562
|
|
|
20,830
|
|
|
(1.3
|
)%
|
|
$
|
40,583
|
|
|
40,839
|
|
|
(0.6
|
)%
|
NOTE 10— BUSINESS COMBINATIONS AND DIVESTITURES
On April 1, 2019, the Company completed the acquisition of Auris Health, Inc. for approximately
$3.4 billion
, net of cash acquired. Additional contingent payments of up to
$2.35 billion
, in the aggregate, may be payable upon reaching certain predetermined milestones. Auris Health was a privately held developer of robotic technologies, initially focused in lung cancer, with an FDA-cleared platform currently used in bronchoscopic diagnostic and therapeutic procedures. The Company treated this transaction as a business combination and included it in the Medical Devices segment. The fair value of the acquisition was allocated primarily to amortizable and non-amortizable intangible assets, primarily IPR&D, for
$3.0 billion
, goodwill for
$2.0 billion
, marketable securities of
$0.2 billion
and liabilities assumed of
$1.8 billion
, which includes the fair value of the contingent payments mentioned above, subject to any subsequent valuation adjustments within the measurement period. The fair value of the contingent consideration was
$1.1 billion
. A probability of success factor ranging from
55%
to
95%
was used in the fair value calculation to reflect inherent regulatory and commercial risk of the contingent payments and IPR&D. The discount rate applied was approximately
10%
. The goodwill is primarily attributable to synergies expected to arise from the business acquisition and is not expected to be deductible for tax purposes.
On April 1, 2019, the Company completed the divestiture of its ASP business to Fortive Corporation for an aggregate value of approximately
$2.8 billion
, consisting of
$2.7 billion
of cash proceeds and
$0.1 billion
of retained net receivables. The Company recognized a pre-tax gain recorded in Other (income) expense, net, of approximately
$2.0 billion
.
On October 23, 2018, the Company entered into an agreement to acquire Ci:z Holdings Co., Ltd., (DR.CI:LABO) a Japanese company focused on the marketing, development and distribution of a broad range of dermocosmetic, cosmetic and skincare products for a total purchase price of approximately
¥230 billion
, which equates to approximately
$2.1 billion
, using the exchange rate of
109.06
Japanese Yen to each U.S. Dollar on January 16, 2019. The acquisition was completed on January 17, 2019, through a series of transactions that included an all-cash tender offer to acquire the publicly held shares not already held by the Company for
¥5,900
per share. The Company previously held a
20%
ownership in Ci:z Holdings Co., Ltd. As of June 2019, the Company became the legal owner of Ci:z Holdings with the completion of the tender offer procedure in Japan. The acquired company was then delisted from the Tokyo Stock Exchange. Additionally, in the fiscal first quarter of 2019, the Company recognized a pre-tax gain recorded in Other (income) expense, net, of approximately
$0.3 billion
related to the Company's previously held equity investment in Ci:z Holdings Co., Ltd.
The Company treated this transaction as a business combination and included it in the Consumer segment. On June 30, 2019, the fair value of the acquisition was allocated primarily to amortizable intangible assets for
$1.5 billion
, goodwill for
$1.2 billion
and liabilities assumed of
$0.5 billion
subject to any subsequent valuation adjustments within the measurement period. The adjustments made since the date of acquisition were
$0.1 billion
to the intangible assets with the offset to goodwill. The amortizable intangible assets were comprised of brand/trademarks and customer relationships with a weighted average life of
15.3 years
. The goodwill
is primarily attributable to synergies expected to arise from the business acquisition and is not expected to be deductible for tax purposes.
During the fiscal third quarter of 2018, the Company accepted a binding offer to form a strategic collaboration with Jabil Inc., one of the world’s leading manufacturing services providers for health care products and technology products. The Company is expanding a 12-year relationship with Jabil to produce a range of products within the Ethicon Endo-Surgery and DePuy Synthes businesses. This transaction includes the transfer of employees and manufacturing sites. Certain manufacturing sites were transferred to Jabil in the first fiscal six months of 2019 and additional sites are expected to transfer in the remainder of 2019. As of June 30, 2019, the assets held for sale on the Consolidated Balance Sheet were
$0.2 billion
of inventory. For additional details on the global supply chain restructuring see Note 12 to the Consolidated Financial Statements.
During the fiscal second quarter of 2018, the Company completed the acquisition BeneVir Biopharm, Inc. (BeneVir), a privately-held, biopharmaceutical company specializing in the development of oncolytic immunotherapies.
Additionally, during the fiscal second quarter of 2018, the Company completed the divestitures of NIZORAL
®
, PANCREASE
®
and VALCHLOR
®
products.
NOTE 11 — LEGAL PROCEEDINGS
Johnson & Johnson and certain of its subsidiaries are involved in various lawsuits and claims regarding product liability; intellectual property; commercial; supplier indemnification and other matters; governmental investigations; and other legal proceedings that arise from time to time in the ordinary course of their business.
The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. As of
June 30, 2019
, the Company has determined that the liabilities associated with certain litigation matters are probable and can be reasonably estimated. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments in accordance with ASC 450-20-25. For these and other litigation and regulatory matters discussed below for which a loss is probable or reasonably possible, the Company is unable to estimate the possible loss or range of loss beyond the amounts already accrued. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions. The ability to make such estimates and judgments can be affected by various factors, including whether damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has not commenced or is not complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute; or there are numerous parties involved.
In the Company's opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company's balance sheet, is not expected to have a material adverse effect on the Company's financial position. However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.
PRODUCT LIABILITY
Johnson & Johnson and certain of its subsidiaries are involved in numerous product liability claims and lawsuits involving multiple products. Claimants in these cases seek substantial compensatory and, where available, punitive damages. While the Company believes it has substantial defenses, it is not feasible to predict the ultimate outcome of litigation. From time to time, even if it has substantial defenses, the Company considers isolated settlements based on a variety of circumstances. The Company has established accruals for product liability claims and lawsuits in compliance with ASC 450-20 based on currently available information, which in some cases may be limited. The Company accrues an estimate of the legal defense costs needed to defend each matter when those costs are probable and can be reasonably estimated. For certain of these matters, the Company has accrued additional amounts such as estimated costs associated with settlements, damages and other losses. To the extent adverse verdicts have been rendered against the Company, the Company does not record an accrual until a loss is determined to be probable and can be reasonably estimated. Product liability accruals can represent projected product liability for thousands of claims around the world, each in different litigation environments and with different fact patterns. Changes to the accruals may be required in the future as additional information becomes available.
The most significant of these cases include: the DePuy ASR™ XL Acetabular System and DePuy ASR™ Hip Resurfacing System; the PINNACLE
®
Acetabular Cup System; pelvic meshes; RISPERDAL
®
; XARELTO
®
; body powders containing talc,
primarily JOHNSONS
®
Baby Powder; INVOKANA
®
; and ETHICON PHYSIOMESH
®
Flexible Composite Mesh. As of
June 30, 2019
, in the United States there were approximately
1,500
plaintiffs with direct claims in pending lawsuits regarding injuries allegedly due to the DePuy ASR™ XL Acetabular System and DePuy ASR™ Hip Resurfacing System;
10,500
with respect to the PINNACLE
®
Acetabular Cup System;
24,800
with respect to pelvic meshes;
13,400
with respect to RISPERDAL
®
;
31,700
with respect to XARELTO
®
;
15,500
with respect to body powders containing talc;
1,000
with respect to INVOKANA
®
;
and
2,900
with respect to ETHICON PHYSIOMESH
®
Flexible Composite Mesh.
In August 2010, DePuy Orthopaedics, Inc. (DePuy) announced a worldwide voluntary recall of its ASR
™
XL Acetabular System and DePuy ASR
™
Hip Resurfacing System used in hip replacement surgery. Claims for personal injury have been made against DePuy and Johnson & Johnson. The number of pending lawsuits is expected to fluctuate as certain lawsuits are settled or dismissed and additional lawsuits are filed. Cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the Northern District of Ohio. Litigation has also been filed in countries outside of the United States, primarily in the United Kingdom, Canada, Australia, Ireland, Germany and Italy. In November 2013, DePuy reached an agreement with a Court-appointed committee of lawyers representing ASR Hip System plaintiffs to establish a program to settle claims with eligible ASR Hip patients in the United States who had surgery to replace their ASR Hips, known as revision surgery, as of August 31, 2013. DePuy reached additional agreements in February 2015 and March 2017, which further extended the settlement program to include ASR Hip patients who had revision surgeries after August 31, 2013 and prior to February 15, 2017. This settlement program has resolved more than
10,000
claims, therefore bringing to resolution significant ASR Hip litigation activity in the United States. However, lawsuits in the United States remain, and the settlement program does not address litigation outside of the United States. In Australia, a class action settlement was reached that resolved the claims of the majority of ASR Hip patients in that country. In Canada, the Company has reached agreements to settle two pending class actions which have been approved by the Québec Superior Court and the Supreme Court of British Columbia. The British Columbia order is currently the subject of an appeal. The Company continues to receive information with respect to potential additional costs associated with this recall on a worldwide basis. The Company has established accruals for the costs associated with the United States settlement program and DePuy ASR
™
Hip-related product liability litigation.
Claims for personal injury have also been made against DePuy Orthopaedics, Inc. and Johnson & Johnson (collectively, DePuy) relating to the PINNACLE
®
Acetabular Cup System used in hip replacement surgery. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. Cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the Northern District of Texas. Litigation has also been filed in some state courts and in countries outside of the United States. Several adverse verdicts have been rendered against DePuy, one of which was reversed on appeal and remanded for retrial. During the first quarter of 2019, DePuy established a United States settlement program to resolve these cases. As part of the settlement program, adverse verdicts have been settled. The Company has established an accrual for product liability litigation associated with the PINNACLE
®
Acetabular Cup System and the related settlement program.
Claims for personal injury have been made against Ethicon, Inc. (Ethicon) and Johnson & Johnson arising out of Ethicon's pelvic mesh devices used to treat stress urinary incontinence and pelvic organ prolapse. The Company continues to receive information with respect to potential costs and additional cases. Cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the Southern District of West Virginia. The Company has settled or otherwise resolved a majority of the United States cases and the estimated costs associated with these settlements and the remaining cases are reflected in the Company's accruals. In addition, class actions and individual personal injury cases or claims have been commenced in various countries outside of the United States, including claims and cases in the United Kingdom, the Netherlands and Belgium, and class actions in Israel, Australia and Canada, seeking damages for alleged injury resulting from Ethicon's pelvic mesh devices. In Australia, a trial of class action issues has been completed and the parties are awaiting a decision. The Company has established accruals with respect to product liability litigation associated with Ethicon's pelvic mesh products.
Following a June 2016 worldwide market withdrawal of ETHICON PHYSIOMESH
®
Flexible Composite Mesh, claims for personal injury have been made against Ethicon, Inc. and Johnson & Johnson alleging personal injury arising out of the use of this hernia mesh device. Cases filed in federal courts in the United States have been organized as a multi-district litigation (MDL) in the United States District Court for the Northern District of Georgia. A multi-county litigation (MCL) has also been formed in New Jersey state court and assigned to Atlantic County for cases pending in New Jersey. Along with ETHICON PHYSIOMESH
®
lawsuits, there were a number of filings related to the PROCEED
®
Mesh and PROCEED
®
Ventral Patch products. In March 2019, the New Jersey Supreme Court entered an order consolidating all PROCEED
®
and PROCEED
®
Ventral Patch cases as an MCL in Atlantic County Superior Court. Product liability lawsuits continue to be filed, and the
Company continues to receive information with respect to potential costs and the anticipated number of cases. The Company has established accruals with respect to product liability litigation associated with ETHICON PHYSIOMESH
®
Flexible Composite Mesh, PROCEED
®
Mesh and PROCEED
®
Ventral Patch products.
Claims for personal injury have been made against Janssen Pharmaceuticals, Inc. and Johnson & Johnson arising out of the use of RISPERDAL
®
, indicated for the treatment of schizophrenia, acute manic or mixed episodes associated with bipolar I disorder and irritability associated with autism, and related compounds. Lawsuits have been primarily filed in state courts in Pennsylvania, California, and Missouri. Other actions are pending in various courts in the United States and Canada. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. The Company has settled or otherwise resolved many of the United States cases and the costs associated with these settlements are reflected in the Company's accruals.
Claims for personal injury arising out of the use of XARELTO
®
, an oral anticoagulant, have been made against Janssen Pharmaceuticals, Inc. (JPI); Johnson & Johnson; and JPI's collaboration partner for XARELTO
®
Bayer AG and certain of its affiliates. Cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the Eastern District of Louisiana. In addition, cases have been filed in state courts across the United States. Many of these cases have been consolidated into a state mass tort litigation in Philadelphia, Pennsylvania and in a coordinated proceeding in California. Class action lawsuits also have been filed in Canada. In March 2019, the Company announced an agreement in principle to the settle the XARELTO
®
cases in the United States; such agreement was finalized and executed in May 2019 establishing a United States settlement program. The Company has established accruals for the costs associated with the United States settlement program and XARELTO
®
related product liability litigation.
Personal injury claims alleging that talc causes cancer have been made against Johnson & Johnson Consumer Inc. and Johnson & Johnson arising out of the use of body powders containing talc, primarily JOHNSON’S
®
Baby Powder. The number of pending product liability lawsuits continues to increase, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. Lawsuits have been primarily filed in state courts in Missouri, New Jersey and California, as well as outside the United States. Cases filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the District of New Jersey. In the multi-district litigation, the parties have moved to exclude experts, known as Daubert motions. The Court began conducting Daubert hearings in mid-July 2019. The Company has successfully defended a number of these cases but there have been verdicts against the Company, including a verdict in July 2018 of
$4.7 billion
. The Company believes that it has strong grounds on appeal to overturn these verdicts. The Company has established an accrual for defense costs only in connection with product liability litigation associated with body powders containing talc.
In February 2019, the Company’s talc supplier, Imerys Talc America, Inc. and two of its affiliates, Imerys Talc Vermont, Inc. and Imerys Talc Canada, Inc. (collectively, “Imerys”) filed a voluntary chapter 11 petition commencing a reorganization under the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware ("Imerys Bankruptcy"). The Imerys Bankruptcy relates to potential liability on account of Imerys’s sales of talc, including to the Company for the Company’s body powders. In its bankruptcy filing, Imerys noted certain claims it alleged it had against the Company for indemnification and rights to joint insurance proceeds. Based on such claims as well as indemnity and insurance claims the Company has against Imerys, the Company has petitioned the United States District Court for the District of Delaware to establish federal jurisdiction of the state court talc lawsuits under the “related to” jurisdictional provisions of the Bankruptcy Code. The Company's petition was denied and the state court talc lawsuits that have been removed to federal court on such basis will be remanded.
In February 2018, a securities class action lawsuit was filed against Johnson & Johnson and certain named officers in the United States District Court for the District of New Jersey, alleging that Johnson & Johnson violated the federal securities laws by failing to adequately disclose the alleged asbestos contamination in body powders containing talc, primarily JOHNSON'S
®
Baby Powder, and that purchasers of Johnson & Johnson’s shares suffered losses as a result. Plaintiffs are seeking damages. In October 2018, a shareholder derivative lawsuit was filed against Johnson & Johnson as the nominal defendant and its current directors as defendants in the United States District Court for the District of New Jersey, alleging a breach of fiduciary duties related to the alleged asbestos contamination in body powders containing talc, primarily JOHNSON’S
®
Baby Powder, and that Johnson & Johnson has suffered damages as a result of those alleged breaches. Plaintiff is seeking damages and an order for the Company to reform its internal policies and procedures. In January 2019, two ERISA class action lawsuits were filed by participants in the Johnson & Johnson Savings Plan against Johnson & Johnson, its Pension and Benefits Committee, and certain named officers in the United States District Court for the District of New Jersey, alleging that the defendants breached their fiduciary duties by offering Johnson & Johnson stock as a Johnson & Johnson Savings Plan investment option when it was imprudent to do so because of failures to disclose alleged asbestos contamination in body powders containing talc, primarily JOHNSON’S
®
Baby Powder. Plaintiffs are seeking damages and injunctive relief. A lawsuit is pending in the United
States District Court for the Central District of California alleging violations of Proposition 65, California’s Unfair Competition Law and False Advertising Law. In June 2019, plaintiffs filed a motion for voluntary dismissal of this Proposition 65 action and the Company opposed such motion to the extent it would allow plaintiffs’ counsel to refile such claims with new plaintiffs.
In addition, the Company has received preliminary inquiries and subpoenas to produce documents regarding these matters from Senator Murray, a member of the Senate Committee on Health, Education, Labor and Pensions, the Department of Justice, the Securities and Exchange Commission and the U.S. Congressional Subcommittee on Economic and Consumer Policy. The Company is cooperating with these government inquiries and continues to produce documents in response.
Claims for personal injury have been made against a number of Johnson & Johnson companies, including Janssen Pharmaceuticals, Inc. and Johnson & Johnson, arising out of the use of INVOKANA
®
, a prescription medication indicated to improve glycemic control in adults with Type 2 diabetes. Lawsuits filed in federal courts in the United States have been organized as a multi-district litigation in the United States District Court for the District of New Jersey. Cases have also been filed in various state courts including Pennsylvania and Louisiana. Class action lawsuits have been filed in Canada. Product liability lawsuits continue to be filed, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. The Company has settled or otherwise resolved many of the cases and claims in the United States and the costs associated with these settlements are reflected in the Company's accruals.
INTELLECTUAL PROPERTY
Certain subsidiaries of Johnson & Johnson are subject, from time to time, to legal proceedings and claims related to patent, trademark and other intellectual property matters arising out of their businesses. Many of these matters involve challenges to the coverage and/or validity of the patents on various products and allegations that certain of the Company’s products infringe the patents of third parties. Although these subsidiaries believe that they have substantial defenses to these challenges and allegations with respect to all significant patents, there can be no assurance as to the outcome of these matters. A loss in any of these cases could adversely affect the ability of these subsidiaries to sell their products, result in loss of sales due to loss of market exclusivity, require the payment of past damages and future royalties, and may result in a non-cash impairment charge for any associated intangible asset. The most significant of these matters are described below.
Medical Devices
In June 2009, Rembrandt Vision Technologies, L.P. (Rembrandt) filed a patent infringement lawsuit against Johnson & Johnson Vision Care, Inc. (JJVCI) in the United States District Court for the Eastern District of Texas alleging that JJVCI's manufacture and sale of its ACUVUE
®
ADVANCE and ACUVUE OASYS
®
Hydrogel Contact Lenses infringed Rembrandt’s United States Patent No. 5,712,327 and seeking monetary relief. The case was transferred to the United States District Court for the Middle District of Florida, where a trial in May 2012 resulted in a verdict of non-infringement that was subsequently upheld on appeal. In July 2014, Rembrandt sought a new trial based on alleged new evidence, which the district court denied. In April 2016, the Court of Appeals overturned that ruling and remanded the case to the district court for a new trial. A new trial was held in August 2017, and the jury returned a verdict of non-infringement in favor of JJVCI. Rembrandt has appealed the verdict to the United States Court of Appeals for the Federal Circuit (CAFC). In February 2019, the CAFC affirmed the judgment in favor of JJVCI. In May 2019, the district court awarded costs in favor of JJVCI.
In March 2013, Medinol Ltd. (Medinol) filed a patent infringement lawsuit against Cordis Corporation (Cordis) and Johnson & Johnson in the United States District Court for the Southern District of New York alleging that Cordis’s sales of the CYPHER
™
and CYPHER SELECT
™
stents made in the United States since 2005 willfully infringed four of Medinol's patents directed to the geometry of articulated stents. Medinol is seeking damages and attorneys’ fees. Although Johnson & Johnson has since sold Cordis, it has retained liability for this case. After the trial in January 2014, the district court dismissed the case, finding Medinol unreasonably delayed bringing its claims (the laches defense). In September 2014, the district court denied a motion by Medinol to vacate the judgment and grant it a new trial. Medinol appealed the decision to the United States Court of Appeals for the Federal Circuit. In March 2017, the United States Supreme Court held that the laches defense is not available in patent cases. In April 2018, the United States Court of Appeals for the Federal Circuit remanded the case back to the district court to reconsider Medinol’s motion for a new trial. In March 2019, the district court denied Medinol’s motion for a new trial. In April 2019, Medinol filed a notice of appeal.
In November 2016, MedIdea, L.L.C. (MedIdea) filed a patent infringement lawsuit against DePuy Orthopaedics, Inc. in the United States District Court for the Northern District of Illinois alleging infringement by the ATTUNE
®
Knee System. In April 2017, MedIdea filed an amended complaint adding DePuy Synthes Products, Inc. and DePuy Synthes Sales, Inc. as named defendants (collectively, DePuy). MedIdea alleges infringement of United States Patent Nos. 6,558,426 (’426); 8,273,132 (’132); 8,721,730 (’730) and 9,492,280 (’280) relating to posterior stabilized knee systems. Specifically, MedIdea alleges that the SOFCAM
TM
Contact feature of the ATTUNE
®
posterior stabilized knee products infringes the patents-in-suit. MedIdea is
seeking monetary damages and injunctive relief. In June 2017, the case was transferred to the United States District Court for the District of Massachusetts. A claim construction hearing was held in October 2018, and a claim construction order was issued in November 2018. In December 2018, MedIdea stipulated to non-infringement of the ’132, ’730 and ’280 patents, based on the district court’s claim construction and reserving its right to appeal that construction, leaving only the ’426 patent at issue before the district court. In January 2019, the district court stayed the case pending a decision in the Inter Partes Review proceeding on the ’426 patent (see below). In December 2017, DePuy Synthes Products, Inc. filed a petition for Inter Partes Review with the United States Patent and Trademark Office (USPTO), seeking to invalidate the two claims of the ’426 patent asserted in the district court litigation, and in June 2018, the USPTO instituted review of those claims. A hearing was held in March 2019,
an
d in April 2019, the USPTO issued its decision upholding the validity of the patent. In May 2019, DePuy filed a motion for summary judgment of non-infringement of the claims of the ’426 patent.
In December 2016, Ethicon Endo-Surgery, Inc. and Ethicon Endo-Surgery, LLC (now known as Ethicon LLC) sued Covidien, Inc. in the United States District Court for the District of Massachusetts seeking a declaration that United States Patent Nos. 6,585,735 (the ’735 patent); 7,118,587; 7,473,253; 8,070,748 and 8,241,284 (the ’284 patent), are either invalid or not infringed by Ethicon’s ENSEAL
®
X1 Large Jaw Tissue Sealer product. In April 2017, Covidien LP, Covidien Sales LLC, and Covidien AG (collectively, Covidien) answered and counterclaimed, denying the allegations, asserting willful infringement of the ’735 patent, the ’284 patent and United States Patent Nos. 8,323,310 (the ’310 patent); 9,084,608; 9,241,759 (the ’759 patent) and 9,113,882, and seeking damages and an injunction. Covidien filed a motion for preliminary injunction, which was denied in October 2017. The parties have entered joint stipulations such that only the ’310 patent and the ’759 patent remain in dispute. The trial is scheduled to begin in September 2019.
In December 2016, Dr. Ford Albritton sued Acclarent, Inc. (Acclarent) in United States District Court for the Northern District of Texas alleging that Acclarent’s RELIEVA
®
Spin and RELIEVEA SpinPlus
®
products infringe U.S. Patent No. 9,011,412 (the ’412 patent). Dr. Albritton also alleges breach of contract, fraud and that he is the true owner of Acclarent’s U.S. Patent No. 8,414,473. In December 2016, Acclarent filed a petition for Inter Partes Review (IPR) with the United States Patent and Trademark Office (USPTO) challenging the validity of the ’412 patent. The USPTO instituted the IPR in July 2017. In July 2018, the USPTO ruled in favor of Albritton in the IPR, finding that Acclarent had not met its burden of proof that the challenged claims were invalid. Acclarent appealed the IPR decision in September 2018. A second IPR petition was not instituted. The trial is scheduled for October 2019. In June 2019, Albritton filed a motion for summary judgment that the asserted patent is not invalid. In June 2019, Acclarent filed a motion for summary judgment that the asserted claims are not infringed and that Albritton’s non-patent claims are barred by, among other things, the statute of limitations.
In November 2017, Board of Regents, The University of Texas System and Tissuegen, Inc. (collectively, UT) filed a lawsuit in the United States District Court for the Western District of Texas against Ethicon, Inc. and Ethicon US, LLC alleging the manufacture and sale of VICRYL
®
Plus Antibacterial Sutures, MONOCRYL
®
Plus Antibacterial Sutures, PDS
®
Plus Antibacterial Sutures, STRATAFIX
®
POS
®
Antibacterial Sutures and STRATAFIX
®
MONOCRYL
®
Plus Antibacterial Sutures infringe plaintiffs’ United States Patent Nos. 6,596,296 and 7,033,603 (the ’603 patent) directed to implantable polymer drug releasing biodegradable fibers containing a therapeutic agent. UT is seeking damages and an injunction. In December 2018, Ethicon filed petitions with the USPTO, seeking Inter Partes Review (IPR) of both asserted patents. Those petitions have been stayed by the USPTO pending a decision by the U.S. Court of Appeals for the Federal Circuit in an unrelated case. In June 2019, the stay on the IPRs was lifted, and a decision on institution is due in November 2019. UT dismissed the ’603 patent from the suit.
Pharmaceutical
In August 2016, Sandoz Ltd and Hexal AG (collectively, Sandoz) filed a lawsuit in the English High Court against G.D. Searle LLC, a Pfizer company (Searle) and Janssen Sciences Ireland UC (JSI) alleging that Searle’s supplementary protection certificate SPC/GB07/038 (SPC), which is exclusively licensed to JSI, is invalid and should be revoked. Janssen-Cilag Limited sells PREZISTA
®
(darunavir) in the United Kingdom pursuant to this license. In October 2016, Searle and JSI counterclaimed against Sandoz for threatened infringement of the SPC based on statements of its plans to launch generic darunavir in the United Kingdom. Sandoz admitted that its generic darunavir product would infringe the SPC if it is found valid. Searle and JSI are seeking an order enjoining Sandoz from marketing its generic darunavir before the expiration of the SPC. Following a trial in April 2017, the court entered a decision holding that the SPC is valid and granting a final injunction. Sandoz has appealed the court’s decision and the injunction is stayed pending the appeal. In January 2018, the court referred the issue on appeal to the Court of Justice for the European Union (CJEU) and stayed the proceedings pending the CJEU’s ruling on the issue.
In April 2018, Acerta Pharma B.V., AstraZeneca UK Ltd and AstraZeneca Pharmaceuticals LP filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Pharmacyclics LLC and Abbvie Inc. (collectively, Abbvie), alleging that the manufacture and sale of IMBRUVICA
®
infringes U.S. Patent No. 7,459,554. Janssen
Biotech, Inc., which commercializes IMBRUVICA
®
jointly with Abbvie, intervened in the action in November 2018. A trial is scheduled to begin in January 2021.
REMICADE
®
Related Cases
In August 2014, Celltrion Healthcare Co. Ltd. and Celltrion Inc. (collectively, Celltrion) filed an application with the United States Food and Drug Administration (FDA) for approval to make and sell its own infliximab biosimilar. In March 2015, Janssen Biotech, Inc. (JBI) filed a lawsuit in the United States District Court for the District of Massachusetts against Celltrion and Hospira Healthcare Corporation (Hospira), which has exclusive marketing rights for Celltrion’s infliximab biosimilar in the United States, seeking, among other things, a declaratory judgment that their biosimilar product infringes or potentially infringes several JBI patents, including United States Patent No. 6,284,471 relating to REMICADE
®
(infliximab) (the ’471 patent) and United States Patent No. 7,598,083 (the ’083 patent) directed to the cell culture media used to make Celltrion’s biosimilar. In August 2016, the district court granted both Celltrion’s and Hospira’s motions for summary judgment of invalidity of the ’471 patent. JBI appealed those decisions to the United States Court of Appeals for the Federal Circuit. In January 2018, the Federal Circuit dismissed the appeal as moot based on its affirmance of a decision by the USPTO’s Patent Trial and Appeal Board affirming invalidity of the ’471 patent.
In June 2016, JBI filed two additional patent infringement lawsuits asserting the ’083 patent, one against Celltrion and Hospira in the United States District Court for the District of Massachusetts and the other against HyClone Laboratories, Inc., the manufacturer of the cell culture media that Celltrion uses to make its biosimilar product, in the United States District Court for the District of Utah. In July 2018 the district court granted Celltrion’s motion for summary judgment of non-infringement and entered an order dismissing the ’083 lawsuit against Celltrion and Hospira. JBI appealed to the United States Court of Appeals for the Federal Circuit. The litigation against HyClone in Utah is stayed pending the outcome of the Massachusetts actions.
The FDA approved the first infliximab biosimilar for sale in the United States in 2016, and a number of such products have been launched.
Litigation Against Filers of Abbreviated New Drug Applications (ANDAs)
The following summarizes lawsuits pending against generic companies that have filed Abbreviated New Drug Applications (ANDAs) with the FDA or undertaken similar regulatory processes outside of the United States, seeking to market generic forms of products sold by various subsidiaries of Johnson & Johnson prior to expiration of the applicable patents covering those products. These ANDAs typically include allegations of non-infringement and invalidity of the applicable patents. In the event the subsidiaries are not successful in an action, or the automatic statutory stay of the ANDAs expires before the United States District Court rulings are obtained, the third-party companies involved would have the ability, upon approval of the FDA, to introduce generic versions of their products to the market, resulting in the potential for substantial market share and revenue losses for the applicable products, and which may result in a non-cash impairment charge in any associated intangible asset. In addition, from time to time, subsidiaries may settle these types of actions and such settlements can involve the introduction of generic versions of the products at issue to the market prior to the expiration of the relevant patents. The Inter Partes Review (IPR) process with the United States Patent and Trademark Office (USPTO), created under the 2011 America Invents Act, is also being used at times by generic companies in conjunction with ANDAs and lawsuits, to challenge the applicable patents.
ZYTIGA
®
In July 2015, Janssen Biotech, Inc., Janssen Oncology, Inc. and Janssen Research & Development, LLC (collectively, Janssen) and BTG International Ltd. (BTG) initiated a patent infringement lawsuit (the main action) in the United States District Court for the District of New Jersey against a number of generic companies (and certain of their affiliates and/or suppliers) who filed ANDAs seeking approval to market a generic version of ZYTIGA
®
250mg before the expiration of United States Patent No. 8,822,438 (the ’438 patent). The generic companies include Amneal Pharmaceuticals, LLC and Amneal Pharmaceuticals of New York, LLC (collectively, Amneal); Apotex Inc. and Apotex Corp. (collectively, Apotex); Citron Pharma LLC (Citron); Dr. Reddy’s Laboratories, Ltd. and Dr. Reddy’s Laboratories, Inc. (collectively, Dr. Reddy’s); Mylan Pharmaceuticals Inc. and Mylan Inc. (collectively, Mylan); Par Pharmaceuticals, Inc. and Par Pharmaceutical Companies, Inc. (collectively, Par); Teva Pharmaceuticals USA, Inc. (Teva); Wockhardt Bio A.G.; Wockhardt USA LLC and Wockhardt Ltd. (collectively, Wockhardt); West-Ward Pharmaceutical Corp. (West-Ward) and Hikma Pharmaceuticals, LLC (Hikma).
Janssen and BTG also initiated patent infringement lawsuits in the United States District Court for the District of New Jersey against Amerigen Pharmaceuticals Limited (Amerigen) in May 2016, and Glenmark Pharmaceuticals, Inc. (Glenmark) in June
2016, each of whom filed an ANDA seeking approval to market its generic version of ZYTIGA
®
before the expiration of the ’438 patent. These lawsuits were consolidated with the main action.
In August 2015, Janssen and BTG filed an additional jurisdictional protective lawsuit against the Mylan defendants in the United States District Court for the Northern District of West Virginia, which has been stayed.
In August 2017, Janssen and BTG initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Teva, who filed an ANDA seeking approval to market a generic version of ZYTIGA
®
500mg before the expiration of the ’438 patent. This lawsuit has been consolidated with the main action.
In December 2017, Janssen and BTG entered into a settlement agreement with Glenmark.
In February 2018, Janssen and BTG filed a patent infringement lawsuit against MSN Pharmaceuticals, Inc. and MSN Laboratories Private Limited (collectively, MSN) in United States District Court for the District of New Jersey based on its ANDA seeking approval for a generic version of ZYTIGA
®
prior to the expiration of the ’438 patent. In February 2019, the action was stayed pending the outcome of the main action.
In April 2018, Janssen and BTG entered into a settlement agreement with Apotex.
In October 2018, the United States District Court for the District of New Jersey issued a ruling invalidating all asserted claims of the ’438 patent. The court held that the patent claims would be infringed if the patent were valid. Janssen appealed the court’s decision.
In November 2018, Janssen and BTG initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Qilu Pharmaceutical Co., Ltd. and Qilu Pharma, Inc. (collectively, Qilu), who filed an ANDA seeking approval to market a generic version of ZYTIGA
®
before the expiration of the ’438 patent. Janssen is seeking an order enjoining Qilu from marketing its generic version of ZYTIGA
®
before the expiration of the ’438 patent.
In November 2018, the United States Court of Appeals for the Federal Circuit denied Janssen’s request for an injunction pending appeal. As a result, several generic versions of ZYTIGA
®
have entered the market.
Several generic companies including Amerigen, Argentum Pharmaceuticals LLC (Argentum), Mylan, Wockhardt, Actavis, Amneal, Dr. Reddy’s, Sun, Teva, West-Ward and Hikma filed Petitions for Inter Partes Review (IPR) with the USPTO, seeking to invalidate the ’438 patent. In January 2018, the USPTO issued decisions finding the ’438 patent claims unpatentable, and Janssen requested rehearing. In December 2018, the USPTO denied Janssen’s request for rehearing of the IPR decisions. Janssen filed an appeal, which was consolidated with the above-mentioned appeal of the decision of the United States District Court for the District of New Jersey. In May 2019, the Federal Circuit issued a decision affirming the USPTO's decision in the Wockhardt IPR that the ’438 patent claims are unpatentable and dismissed the remaining appeals as moot. Subsequently, Janssen dismissed its lawsuits against MSN and Qilu.
In November 2017, Janssen initiated a Notice of Application under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Apotex Inc. (Apotex) and the Minister of Health in Canada in response to Apotex’s filing of an Abbreviated New Drug Submission (ANDS) seeking approval to market a generic version of ZYTIGA
®
before the expiration of Canadian Patent No. 2,661,422. The Final Hearing concluded in May 2019.
In January 2019, Janssen initiated a Notice of Application under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Apotex and the Minister of Health in Canada in response to Apotex’s filing of an Abbreviated New Drug Submission (ANDS) seeking approval to market a film-coated generic version of ZYTIGA
®
before the expiration of Canadian Patent No. 2,661,422. The Final Hearing is scheduled to begin in October 2020.
In January 2019, Janssen initiated a Notice of Application under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Pharmascience Inc. (Pharmascience) and the Minister of Health in Canada in response to Pharmascience’s filing of an Abbreviated New Drug Submission (ANDS) seeking approval to market a generic version of ZYTIGA
®
before the expiration of Canadian Patent No. 2,661,422. The Final Hearing is scheduled to begin in October 2020.
In January 2019, Janssen initiated a Notice of Application under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Sandoz Canada Inc. (Sandoz) and the Minister of Health in Canada in response to Sandoz’s filing of an Abbreviated New Drug Submission (ANDS) seeking approval to market a generic version of ZYTIGA
®
before the expiration of Canadian Patent No. 2,661,422. The Final Hearing is scheduled to begin in October 2020.
In June 2019, Janssen initiated a Notice of Application under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Dr. Reddy's Laboratories Ltd. and Dr. Reddy's Laboratories, Inc. (collectively, DRL) and the Minister of Health in Canada in response to Apotex’s filing of an Abbreviated New Drug Submission (ANDS) seeking approval to market a generic version of ZYTIGA
®
before the expiration of Canadian Patent No. 2,661,422
In each of these Canadian actions, Janssen is seeking an order prohibiting the Minister of Health from issuing a Notice of Compliance with respect to the defendants’ ANDSs before the expiration of Janssen’s patent.
XARELTO
®
B
eginning in October 2015, Janssen Pharmaceuticals, Inc. (JPI) and Bayer Pharma AG and Bayer Intellectual Property GmbH (collectively, Bayer) filed patent infringement lawsuits in the United States District Court for the District of Delaware against a number of generic companies who filed ANDAs seeking approval to market generic versions of XARELTO
®
before expiration of Bayer’s United States Patent Nos. 7,157,456, 7,585,860 and 7,592,339 relating to XARELTO
®
. JPI is the exclusive sublicensee of the asserted patents. The following generic companies are named defendants: Aurobindo Pharma Limited and Aurobindo Pharma USA, Inc. (collectively, Aurobindo); Breckenridge Pharmaceutical, Inc. (Breckenridge); InvaGen Pharmaceuticals Inc. (InvaGen); Micro Labs USA Inc. and Micro Labs Ltd (collectively, Micro); Mylan Pharmaceuticals Inc. (Mylan); Prinston Pharmaceuticals, Inc.; Sigmapharm Laboratories, LLC (Sigmapharm); Torrent Pharmaceuticals, Limited and Torrent Pharma Inc. (collectively, Torrent). The trial concluded in April 2018. In July 2018 the district court entered judgment against Mylan and Sigmapharm, holding that the asserted compound patent is valid and infringed. In September 2018, the district court entered judgment against the remaining defendants. None of the defendants appealed the judgment.
Beginning in April 2017, JPI and Bayer Intellectual Property GmbH and Bayer AG (collectively, Bayer AG) filed patent infringement lawsuits in the United States District Court for the District of Delaware against a number of generic companies who filed ANDAs seeking approval to market generic versions of XARELTO
®
before expiration of Bayer AG’s United States Patent No. 9,539,218 (’218) relating to XARELTO
®
. JPI is the exclusive sublicensee of the asserted patent. The following generic companies are named defendants: Alembic Pharmaceuticals Limited, Alembic Global Holding SA and Alembic Pharmaceuticals, Inc. (Alembic); Aurobindo; Breckenridge; InvaGen; Lupin Limited and Lupin Pharmaceuticals, Inc. (collectively, Lupin); Micro; Mylan; Sigmapharm; Taro Pharmaceutical Industries Ltd. and Taro Pharmaceuticals U.S.A., Inc. (collectively, Taro) and Torrent. Lupin counterclaimed for declaratory judgment of noninfringement and invalidity of United States Patent No. 9,415,053, but Lupin dismissed its counterclaims after it was provided a covenant not to sue on that patent. Aurobindo, Taro, Torrent, Micro, Breckenridge, InvaGen, Sigmapharm, Lupin and Alembic have agreed to have their cases stayed and to be bound by the outcome of any final judgment rendered against any of the other defendants. The ’218 cases have been consolidated for discovery and trial. The trial began in April 2019 and closing arguments were heard in June 2019.
In December 2018, JPI and Bayer AG filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries Ltd. (collectively, Teva) who filed an ANDA seeking approval to market a generic version of XARELTO
®
before expiration of Bayer AG’s ’218 patent. The case against Teva has been consolidated with the other ’218 cases for all purposes, and Teva has agreed to have its case stayed and to be bound by the outcome of any final judgment rendered against any of the other defendants.
In May 2018, Mylan filed a Petition for Inter Partes Review with the USPTO, seeking to invalidate the ’218 patent. In December 2018, the USPTO issued a decision denying institution of Mylan’s Petition for Inter Partes Review.
In May 2019, JPI and Bayer filed suit against Macleods Pharmaceuticals Ltd. and Macleods Pharma USA, Inc. (collectively, Macleods) alleging infringement of the ’218 patent. The case against Macleods has been consolidated with the other ’218 cases for all purposes, and Macleods has agreed to have its case stayed and to be bound by the outcome of any final judgment rendered against any of the other defendants.
In June 2019, JPI and Bayer filed suit against Accord Healthcare Inc., Accord Healthcare Ltd., and Intas Pharmaceuticals Ltd. (collectively, Accord) alleging infringement of the ’218 patent.
In each of these lawsuits, JPI is seeking an order enjoining the defendants from marketing their generic versions of XARELTO
®
before the expiration of the relevant patents.
PREZISTA
®
In May 2018, Janssen Products, L.P. and Janssen Sciences Ireland UC (collectively, Janssen) initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Dr. Reddys Laboratories, Inc., Dr. Reddys Laboratories, Ltd., Laurus Labs, Ltd. and Pharmaq, Inc. (collectively, DRL) who filed an ANDA seeking approval to market generic versions of PREZISTA
®
before the expiration of United States Patent Nos. 8,518,987; 7,126,015; and 7,595,408. In February 2019, the parties entered into a settlement agreement.
In December 2018, Janssen initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Amneal Pharmaceuticals, LLC, Amneal Pharmaceuticals Company GmbH, Amneal Pharmaceuticals of New York, LLC, Amneal Pharmaceuticals Pvt Ltd., and Raks Pharma Pvt. Ltd. (collectively, Amneal), who filed an ANDA seeking approval to market generic versions of PREZISTA
®
before the expiration of United States Patent Nos. 8,518,987; 7,126,015; and 7,595,408. Janssen is seeking an order enjoining Amneal from marketing its generic versions of PREZISTA
®
before the expiration of the relevant patents. In April 2019, the parties entered into a settlement.
INVOKANA
®
/INVOKAMET
®
/INVOKAMET XR
®
Beginning in July 2017, Janssen Pharmaceuticals, Inc., Janssen Research & Development, LLC, Cilag GmbH International and Janssen Pharmaceutica NV (collectively, Janssen) and Mitsubishi Tanabe Pharma Corporation (MTPC) filed patent infringement lawsuits in the United States District Court for the District of New Jersey, the United States District Court for the District of Colorado and the United States District Court for the District of Delaware against a number of generic companies who filed ANDAs seeking approval to market generic versions of INVOKANA
®
and/or INVOKAMET
®
before expiration of MTPC’s United States Patent Nos. 7,943,582 (the ’582 patent) and/or 8,513,202 (the ’202 patent) relating to INVOKANA
®
and INVOKAMET
®
. Janssen is the exclusive licensee of the asserted patents. The following generic companies are named defendants: Apotex Inc. and Apotex Corp. (Apotex); Aurobindo Pharma USA Inc. (Aurobindo); Macleods Pharmaceuticals Ltd. and Macleods Pharma USA, Inc.; InvaGen Pharmaceuticals, Inc. (InvaGen); Prinston Pharmaceuticals Inc.; Dr. Reddy’s Laboratories, Inc. and Dr. Reddy’s Laboratories Ltd; Hetero USA, Inc., Hetero Labs Limited Unit-V and Hetero Labs Limited; MSN Laboratories Private Ltd. and MSN Pharmaceuticals, Inc.; Laurus Labs Ltd.; Indoco Remedies Ltd.; Zydus Pharmaceuticals (USA) Inc. (Zydus); Sandoz, Inc. (Sandoz); Teva Pharmaceuticals USA, Inc.; and Lupin Ltd. and Lupin Pharmaceuticals, Inc. (Lupin).
Beginning in July 2017, Janssen and MTPC filed patent infringement lawsuits in the United States District Court for the District of New Jersey and the United States District Court for the District of Colorado against Sandoz and InvaGen, who filed ANDAs seeking approval to market generic versions of INVOKANA
®
and/or INVOKAMET
®
before expiration of MTPC’s United States Patent No. 7,943,788 (the ’788 patent) relating to INVOKANA
®
and INVOKAMET
®
and against Zydus, who filed ANDAs seeking approval to market generic versions of INVOKANA
®
and INVOKAMET
®
before expiration of the ’788 patent, MTPC's United States Patent No. 8,222,219 relating to INVOKANA
®
and INVOKAMET
®
and MTPC’s United States Patent No. 8,785,403 relating to INVOKAMET
®
, and against Aurobindo, who filed an ANDA seeking approval to market a generic version of INVOKANA
®
before expiration of the ’788 patent and the ’219 patent relating to INVOKANA
®
. Janssen is the exclusive licensee of the asserted patents. In October 2017, the Colorado lawsuits against Sandoz were dismissed. In December 2017, the Delaware lawsuits against Apotex and Teva were dismissed.
In April 2018, Janssen and MTPC filed a patent infringement lawsuit in the United States District Court for the District of New Jersey against Prinston, who filed an ANDA seeking approval to market a generic version of INVOKANA
®
before expiration of the ’788 patent relating to INVOKANA
®
.
In February 2019, Janssen and MTPC filed a patent infringement lawsuit in the United States District Court for the District of New Jersey against Lupin, who filed an ANDA seeking approval to market a generic version of INVOKAMET XR
®
before expiration of the ’582 patent and ’202 patent relating to INVOKAMET XR
®
.
A trial on the ’582 and ’202 patents is scheduled to begin in April 2020, and a trial on the ’788, ’219 and ’403 patents is scheduled to begin in May 2020.
In each of these lawsuits, Janssen and MTPC are seeking an order enjoining the defendants from marketing their generic versions of INVOKANA
®
, INVOKAMET
®
and/or , INVOKAMET XR
®
before the expiration of the relevant patents.
OPSUMIT
®
In January 2018, Actelion Pharmaceuticals Ltd (Actelion) initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Zydus Pharmaceuticals (USA) Inc. (Zydus) and Amneal Pharmaceuticals LLC
(Amneal), each of whom filed an ANDA seeking approval to market a generic version of OPSUMIT
®
before the expiration of United States Patent No. 7,094,781. In the lawsuit, Actelion is seeking an order enjoining Zydus and Amneal from marketing generic versions of OPSUMIT
®
before the expiration of the patent. Amneal and Zydus have stipulated to infringement. The trial is scheduled to commence in October 2020.
INVEGA SUSTENNA
®
In January 2018, Janssen Pharmaceutica NV and Janssen Pharmaceuticals, Inc. (collectively, Janssen) initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Teva Pharmaceuticals USA, Inc. (Teva), who filed an ANDA seeking approval to market a generic version of INVEGA SUSTENNA
®
before the expiration of United States Patent No. 9,439,906. In the lawsuit, Janssen is seeking an order enjoining Teva from marketing a generic version of INVEGA SUSTENNA
®
before the expiration of the patent.
In February 2018, Janssen Inc. and Janssen Pharmaceutica NV (collectively, Janssen) initiated a Notices of Application under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Teva Canada Limited (Teva) and the Minister of Health in response to Teva's filing of an Abbreviated New Drug Submission (ANDS) seeking approval to market a generic version of INVEGA SUSTENNA
®
before the expiration of Canadian Patent Nos. 2,309,629 and 2,655,335. Janssen is seeking an order prohibiting the Minister of Health from issuing a Notice of Compliance with respect to Teva’s ANDS before the expiration of these patents. The Final Hearing is scheduled to begin in September 2019.
IMBRUVICA
®
Beginning in January 2018, Pharmacyclics LLC (Pharmacyclics) and Janssen Biotech, Inc. (JBI) filed patent infringement lawsuits in the United States District Court for the District of Delaware against a number of generic companies who filed ANDAs seeking approval to market generic versions of IMBRUVICA
®
140 mg capsules
before expiration of Pharmacyclics’ United States Patent Nos. 8,008,309, 7,514,444, 8,697,711, 8,735,403, 8,957,079, 9,181,257, 8,754,091, 8,497,277, 8,925,015, 8,476,284, 8,754,090, 8,999,999, 9,125,889, 9,801,881, 9,801,883, 9,814,721, 9,795,604, 9,296,753, 9,540,382, 9,713,617 and/or 9,725,455 relating to IMBRUVICA
®
. JBI is the exclusive licensee of the asserted patents. The following generic companies are named defendants: Cipla Limited and Cipla USA Inc. (Cipla); Fresenius Kabi USA, LLC, Fresenius Kabi USA, Inc., and Fresenius Kabi Oncology Limited (Fresenius Kabi); Sandoz Inc. and Lek Pharmaceuticals d.d. (Sandoz); Shilpa Medicare Limited (Shilpa); Sun Pharma Global FZE and Sun Pharmaceutical Industries Limited (Sun); Teva Pharmaceuticals USA, Inc. (Teva); and Zydus Worldwide DMCC and Cadila Healthcare Limited (Zydus). The trial is scheduled to begin in October 2020.
In October 2018, Pharmacyclics and JBI filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Sun asserting United States Patent No. 10,004,746.
In November 2018, Pharmacyclics and JBI filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Hetero Labs Limited, Hetero Labs Limited Unit-1, Hetero Labs Limited Unit-V, and Hetero USA Inc. (“Hetero”), who filed an ANDA seeking approval to market a generic version of IMBRUVICA
®
140 mg capsules, asserting infringement of United States Patent Nos. 8,754,090, 9,296,753, 9,540,382, 9,713,617 and 9,725,455.
In January 2019, Pharmacyclics and JBI amended their complaints against Fresenius Kabi, Zydus, Teva and Sandoz to further allege infringement of U.S. Patent Nos. 10,106,548, and 10,125,140.
In January 2019, Pharmacyclics and JBI filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Zydus, who filed an ANDA seeking approval to market a generic version of IMBRUVICA
®
70 mg before the expiration of U.S. Patent Nos. 7,514,444, 8,003,309, 8,476,284, 8,497,277, 8,697,711, 8,753,403, 8,754,090, 8,754,091, 8,952,015, 8,957,079, 9,181,257, 9,296,753, 9,540,382, 9,713,617, 9,725,455, 10,106,548, and 10,125,140.
In January 2019, Pharmacyclics and JBI filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Hetero asserting infringement of United States Patent No. 10,106,548.
In February 2019, Pharmacyclics and JBI amended their complaints against Cipla, Shilpa, and Sun to allege infringement of United States Patent Nos. 10,106,548, and 10,125,140.
In February 2019, Pharmacyclics and JBI entered into settlement agreements with Teva and Hetero. In March 2019, Pharmacyclics and JBI entered into a settlement agreement with Shilpa.
In March 2019, Pharmacyclics and JBI filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Alvogen Pine Brook LLC and Natco Pharma Ltd. (Alvogen), who filed an ANDA seeking approval to market generic versions of IMBRUVICA
®
tablets, asserting infringement of United States Patent Nos. 7,514,444, 8,003,309, 8,476,284, 8,497,277, 8,697,711, 8,753,403, 8,754,090, 8,754,091, 8,952,015, 8,957,079, 9,181,257, 9,296,753, 9,655,857, 9,725,455, 10,010,507, 10,106,548, and 10,125,140.
In May 2019, Pharmacyclics and JBI amended their complaints against Cipla to further allege infringement of United States Patent No. 10,016,435. In June 2019, Pharmacyclics and JBI amended their complaints against Alvogen to further allege infringement of United States Patent No. 10,213,386.
In each of the lawsuits, Pharmacyclics and JBI are seeking an order enjoining the defendants from marketing generic versions of IMBRUVICA
®
before the expiration of the relevant patents.
In March 2019, Sandoz filed an Inter Partes Review (IPR) in the USPTO, seeking to invalidate United States Patent No. 9,795,604.
TRACLEER
®
In May 2019, Actelion Pharmaceuticals Ltd and Actelion Pharmaceuticals US, Inc. initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Natco Pharma Limited and Syneos Health LLC (collectively, Natco), who filed an ANDA seeking approval to market a generic version of TRACLEER
®
, 32 mg, before the expiration of U.S. Patent No. 8,309,126 (the ’126 patent). In the lawsuit, Actelion is seeking an order enjoining Natco from marketing its generic version of TRACLEER
®
before the expiration of the ’126 patent.
GOVERNMENT PROCEEDINGS
Like other companies in the pharmaceutical, consumer and medical devices industries, Johnson & Johnson and certain of its subsidiaries are subject to extensive regulation by national, state and local government agencies in the United States and other countries in which they operate. As a result, interaction with government agencies is ongoing. The most significant litigation brought by, and investigations conducted by, government agencies are listed below. It is possible that criminal charges and substantial fines and/or civil penalties or damages could result from government investigations or litigation.
Average Wholesale Price (AWP) Litigation
Johnson & Johnson and several of its pharmaceutical subsidiaries (the J&J AWP Defendants), along with numerous other pharmaceutical companies, were named as defendants in a series of lawsuits in state and federal courts involving allegations that the pricing and marketing of certain pharmaceutical products amounted to fraudulent and otherwise actionable conduct because, among other things, the companies allegedly reported an inflated Average Wholesale Price (AWP) for the drugs at issue. Payors alleged that they used those AWPs in calculating provider reimbursement levels. The plaintiffs in these cases included three classes of private persons or entities that paid for any portion of the purchase of the drugs at issue based on AWP, and state government entities that made Medicaid payments for the drugs at issue based on AWP. Many of these cases, both federal actions and state actions removed to federal court, were consolidated for pre-trial purposes in a multi-district litigation in the United States District Court for the District of Massachusetts, where all claims against the J&J AWP Defendants were ultimately dismissed. The J&J AWP Defendants also prevailed in a case brought by the Commonwealth of Pennsylvania. Other AWP cases have been resolved through court order or settlement. Two cases remain pending. A case brought by Illinois was tried in May 2019 and post-trial briefing is underway. In New Jersey, a putative class action based upon AWP allegations is pending against Centocor, Inc. and Ortho Biotech Inc. (both now Janssen Biotech, Inc.), Johnson & Johnson and ALZA Corporation.
Opioids Litigation
Beginning in 2014 and continuing to the present, Johnson & Johnson and Janssen Pharmaceuticals, Inc. (JPI), along with other pharmaceutical companies, have been named in more than
2,000
lawsuits brought by certain state and local governments related to the marketing of opioids, including DURAGESIC
®
, NUCYNTA
®
and NUCYNTA
®
ER.
The suits also raise allegations related to previously owned active pharmaceutical ingredient supplier subsidiaries, Tasmanian Alkaloids Pty, Ltd. and Noramco, Inc. (both subsidiaries were divested in 2016).
To date, complaints against pharmaceutical companies, including Johnson & Johnson and JPI, have been filed in state court by the state Attorneys General in Arkansas, Florida, Kentucky, Louisiana, Mississippi, Missouri, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma and South Dakota.
Complaints against the manufacturers also have been filed in state or federal court by city, county and local government agencies in the following states: Alabama; Arkansas; California; Connecticut; Florida; Georgia; Illinois; Kentucky; Louisiana; Maine; Maryland; Massachusetts; Mississippi; Missouri; Nevada; New Hampshire; New Jersey; New Mexico; New York; North Carolina; Ohio; Oklahoma; Oregon; Pennsylvania; Rhode Island; South Carolina; South Dakota; Tennessee; Texas; Utah; Virginia; Washington; West Virginia and Wisconsin. The Government of Puerto Rico filed suit in Superior Court of San Juan. In addition, the Province of British Columbia filed suit in Canada. These actions allege a variety of claims related to opioids marketing practices, including false advertising, unfair competition, public nuisance, consumer fraud violations, deceptive acts and practices, false claims and unjust enrichment. The suits generally seek penalties and/or injunctive and monetary relief and, in some of the suits, the plaintiffs are seeking joint and several liability among the defendants. The case filed by the Oklahoma Attorney General started trial in May 2019. Additionally, over 2,000 federal cases have been coordinated in a federal Multi-District Litigation (MDL) pending in the U.S. District Court for the Northern District of Ohio (MDL No. 2804). The first trial date in the MDL has been set for October 2019. An adverse judgment in any of these lawsuits could result in the imposition of large monetary penalties and significant damages including, punitive damages, cost of abatement, substantial fines, equitable remedies and other sanctions.
Johnson & Johnson, JPI and other pharmaceutical companies have also received subpoenas or requests for information related to opioids marketing practices from the following state Attorneys General: Alaska, Indiana, Montana, New Hampshire, South Carolina, Tennessee, Texas and Washington. In September 2017, Johnson & Johnson and JPI were contacted by the Texas and Colorado Attorney General’s Offices on behalf of approximately 38 states regarding a multi-state Attorney General investigation. The multi-state coalition served Johnson & Johnson and JPI with subpoenas as part of the investigation.
Other
In August 2012, DePuy Orthopaedics, Inc., DePuy, Inc. (now known as DePuy Synthes, Inc.), and Johnson & Johnson Services, Inc. (collectively DePuy) received an informal request from the United States Attorney's Office for the District of Massachusetts and the Civil Division of the United States Department of Justice (the United States) for the production of materials relating to the DePuy ASR™ XL Hip device. In July 2014, the United States notified the United States District Court for the District of Massachusetts that it had declined to intervene in a
qui tam
case filed pursuant to the False Claims Act against the companies. In February 2016, the district court granted the companies’ motion to dismiss with prejudice, unsealed the
qui tam
complaint, and denied the
qui tam
relators’ request for leave to file a further amended complaint. The
qui tam
relators appealed the case to the United States Court of Appeals for the First Circuit. In July 2017, the First Circuit affirmed the district court’s dismissal in part, reversed in part, and affirmed the decision to deny the relators’ request to file a third amended complaint. The relators’ remaining claims are now pending before the district court, and fact discovery is currently scheduled to close in September 2019.
In October 2012, Johnson & Johnson was contacted by the California Attorney General's office regarding a multi-state Attorney General investigation of the marketing of surgical mesh products for hernia and urogynecological purposes by Johnson & Johnson's subsidiary, Ethicon, Inc. (Ethicon). Johnson & Johnson and Ethicon have since entered into a series of tolling agreements with the 47 states and the District of Columbia participating in the multi-state investigation and have responded to Civil Investigative Demands served by certain of the participating states. The states are seeking monetary and injunctive relief. In May 2016, California and Washington filed civil complaints against Johnson & Johnson, Ethicon and Ethicon US, LLC alleging violations of their consumer protection statutes. In April 2019, Johnson & Johnson and Ethicon settled the Washington case. The California case started trial in July 2019. Similar complaints were filed against the companies by Kentucky in August 2016 and by Mississippi in October 2017. The trial date for the Kentucky case was scheduled for September 2019 but has been adjourned and no new trial date has been scheduled. Johnson & Johnson and Ethicon have entered into a new tolling agreement with the remaining 43 states and the District of Columbia.
In December 2012, Therakos, Inc. (Therakos), formerly a subsidiary of Johnson & Johnson and part of the Ortho-Clinical Diagnostics, Inc. (OCD) franchise, received a letter from the civil division of the United States Attorney's Office for the Eastern District of Pennsylvania informing Therakos that the United States Attorney's Office was investigating the sales and marketing of Uvadex
®
(methoxsalen) and the Uvar Xts
®
and Cellex
®
Systems during the period 2000 to the present. The United States Attorney's Office requested that OCD and Johnson & Johnson preserve documents that could relate to the investigation. Therakos was subsequently acquired by an affiliate of Gores Capital Partners III, L.P. in January 2013, and OCD was divested in June 2014. Following the divestiture of OCD, Johnson & Johnson retains OCD’s portion of any liability that may result from the investigation for activity that occurred prior to the sale of Therakos. In March 2014 and March 2016, the United States Attorney’s Office requested that Johnson & Johnson produce certain documents, and Johnson & Johnson is cooperating with those requests.
In June 2014, the Mississippi Attorney General filed a complaint in Chancery Court of The First Judicial District of Hinds County, Mississippi against Johnson & Johnson and Johnson & Johnson Consumer Companies, Inc. (now known as Johnson & Johnson Consumer Inc.) (JJCI). The complaint alleges that defendants failed to disclose alleged health risks associated with female consumers' use of talc contained in JOHNSON'S
®
Baby Powder and JOHNSON'S
®
Shower to Shower (a product divested in 2012) and seeks injunctive and monetary relief. The trial is stayed pending interlocutory appeal of a denial of JJCI's motion for summary judgment.
In March 2016, Janssen Pharmaceuticals, Inc. (JPI) received a Civil Investigative Demand from the United States Attorney’s Office for the Southern District of New York related to JPI’s contractual relationships with pharmacy benefit managers over the period from January 1, 2006 to the present with regard to certain of JPI's pharmaceutical products. The demand was issued in connection with an investigation under the False Claims Act.
In July 2016, Johnson & Johnson and Janssen Products LP were served with a
qui tam
complaint pursuant to the False Claims Act filed in the United States District Court for the District of New Jersey alleging the off-label promotion of two HIV products, PREZISTA
®
and INTELENCE
®
, and anti-kickback violations in connection with the promotion of these products. The complaint was filed under seal in December 2012. The federal and state governments have declined to intervene, and the lawsuit is being prosecuted by the relators.
In January 2017, Janssen Pharmaceuticals, Inc. (JPI) received a Civil Investigative Demand from the United States Department of Justice relating to allegations concerning the sales and marketing practices of OLYSIO
®
. In December 2017, Johnson & Johnson and JPI were served with a whistleblower lawsuit filed in the United States District Court for the Central District of California alleging the off-label promotion of OLYSIO
®
and additional products, including NUCYNTA
®
, XARELTO
®
, LEVAQUIN
®
and REMICADE
®
. At this time, the federal and state governments have declined to intervene and the lawsuit, which is related to the Civil Investigative Demand, is being prosecuted by a former company employee. The United States District Court for the Central District of California dismissed the claim in April 2018. In May 2018, the relator filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit.
In November 2018, a second whistleblower lawsuit was unsealed in the United States District Court for the Central District of California. The lawsuit was substantially similar to the lawsuit under appeal but was brought in the name of the original relator. The federal and state governments declined to intervene in the second suit, and the relator moved to dismiss the lawsuit without prejudice. In April 2019, the court granted the relator's motion and dismissed the complaint without prejudice.
In March 2017, Janssen Biotech, Inc. received a Civil Investigative Demand from the United States Department of Justice regarding a False Claims Act investigation concerning management and advisory services provided to rheumatology and gastroenterology practices that purchased REMICADE
®
or SIMPONI ARIA
®
.
In April and September 2017, Johnson & Johnson received subpoenas from the United States Attorney for the District of Massachusetts seeking documents broadly relating to pharmaceutical copayment support programs for DARZALEX
®
, OLYSIO
®
, REMICADE
®
, SIMPONI
®
, STELARA
®
and ZYTIGA
®
. The subpoenas also seek documents relating to Average Manufacturer Price and Best Price reporting to the Center for Medicare and Medicaid Services related to those products, as well as rebate payments to state Medicaid agencies.
In June 2017, Johnson & Johnson received a subpoena from the United States Attorney's Office for the District of Massachusetts seeking information regarding practices pertaining to the sterilization of DePuy Synthes, Inc. spinal implants at three hospitals in Boston as well as interactions of employees of Company subsidiaries with physicians at these hospitals. Johnson & Johnson and DePuy Synthes, Inc. have produced documents in response to the subpoena and are fully cooperating with the government’s investigation.
In July 2018 the Public Prosecution Service in Rio de Janeiro and representatives from the Brazilian antitrust authority CADE inspected the offices of more than 30 companies including Johnson & Johnson do Brasil Indústria e Comércio de Produtos para Saúde Ltda. The authorities appear to be investigating allegations of possible anti-competitive behavior and possible improper payments in the medical device industry. The United States Department of Justice and the United States Securities and Exchange Commission have made additional preliminary inquiries about the inspection in Brazil, and Johnson & Johnson do Brasil Indústria e Comércio de Produtos para Saúde Ltda.
is cooperating with those requests.
From time to time, the Company has received requests from a variety of United States Congressional Committees to produce information relevant to ongoing congressional inquiries. It is the policy of Johnson & Johnson to cooperate with these inquiries by producing the requested information.
GENERAL LITIGATION
In May 2014, two purported class actions were filed in federal court, one in the United States District Court for the Central District of California and one in the United States District Court for the Southern District of Illinois, against Johnson & Johnson and Johnson & Johnson Consumer Companies, Inc. (now known as Johnson & Johnson Consumer Inc.) (JJCI) alleging violations of state consumer fraud statutes based on nondisclosure of alleged health risks associated with talc contained in JOHNSON'S
®
Baby Powder and JOHNSON'S
®
Shower to Shower (a product no longer sold by JJCI). Both cases seek injunctive relief and monetary damages; neither includes a claim for personal injuries. In October 2016, both cases were transferred to the United States District Court for the District Court of New Jersey as part of a newly created federal multi-district litigation. In July 2017, the district court granted Johnson & Johnson's and JJCI’s motion to dismiss one of the cases. In September 2018, the United States Court of Appeals for the Third Circuit affirmed this dismissal. In September 2017, the plaintiff in the second case voluntarily dismissed the complaint. In March 2018, the plaintiff in the second case refiled in Illinois State Court.
In August 2014, United States Customs and Border Protection (US CBP) issued a Penalty Notice against Janssen Ortho LLC (Janssen Ortho), assessing penalties for the alleged improper classification of darunavir ethanolate (the active pharmaceutical ingredient in PREZISTA
®
) in connection with its importation into the United States. In October 2014, Janssen Ortho submitted a Petition for Relief in response to the Penalty Notice. In May 2015, US CBP issued an Amended Penalty Notice assessing substantial penalties and Janssen Ortho filed a Petition for Relief in July 2015. In May 2019, US CBP issued its Mitigation Decision and determined that Janssen Ortho had negligently misrepresented that darunavir ethanolate is entitled to duty free treatment. In June 2019, Janssen Ortho filed a Supplemental Petition for Relief. The Penalties Proceeding will be impacted by the related Classification Litigation pending in the United States Court of International Trade. The Classification Litigation will determine whether darunavir ethanolate was properly classified as exempt from duties upon importation into the United States. The trial in the Classification Litigation commenced in July 2019.
In March and April 2015, over 30 putative class action complaints were filed by contact lens patients in a number of courts around the United States against Johnson & Johnson Vision Care, Inc. (JJVCI) and other contact lens manufacturers, distributors, and retailers, alleging vertical and horizontal conspiracies to fix the retail prices of contact lenses. The complaints allege that the manufacturers reached agreements with each other and certain distributors and retailers concerning the prices at which some contact lenses could be sold to consumers. The plaintiffs are seeking damages and injunctive relief. All of the class action cases were transferred to the United States District Court for the Middle District of Florida in June 2015. The plaintiffs filed a consolidated class action complaint in November 2015. In December 2018, the district court granted the plaintiffs' motion for class certification. Defendants filed two motions for interlocutory appeal of class certification to the United States Court of Appeals for the Eleventh Circuit. Both motions were denied. Defendants' motions for summary judgment are pending in the District Court.
In August 2015, two third-party payors filed a purported class action in the United States District Court for the Eastern District of Louisiana against Janssen Research & Development, LLC, Janssen Ortho LLC, Janssen Pharmaceuticals, Inc., Ortho-McNeil-Janssen Pharmaceuticals, Inc. and Johnson & Johnson (as well as certain Bayer entities), alleging that the defendants improperly marketed and promoted XARELTO
®
as safer and more effective than less expensive alternative medications while failing to fully disclose its risks. The complaint seeks damages.
In May 2017, Lonza Sales AG (Lonza) filed a Request for Arbitration with the London Court of International Arbitration against Janssen Research & Development, LLC (Janssen R&D). Lonza alleges that Janssen R&D breached a 2005 agreement between the parties by sublicensing certain Lonza technology used in the manufacture of daratumumab without Lonza’s consent. Lonza seeks monetary damages. In May 2019, the arbitration award was issued and the matter has been resolved.
In September 2017, Pfizer, Inc. (Pfizer) filed an antitrust complaint against Johnson & Johnson and Janssen Biotech, Inc. (collectively, Janssen) in United States District Court for the Eastern District of Pennsylvania. Pfizer alleges that Janssen has violated federal antitrust laws through its contracting strategies for REMICADE
®
. The complaint seeks damages and injunctive relief. Discovery is ongoing.
Beginning in September 2017, multiple purported class actions of direct and indirect purchasers were filed against Johnson & Johnson and Janssen Biotech, Inc. (collectively, Janssen) alleging that Janssen’s REMICADE
®
contracting strategies violated federal and state antitrust and consumer laws and seeking damages and injunctive relief. In November 2017, the cases were consolidated for pre-trial purposes in United States District Court for the Eastern District of Pennsylvania as In re Remicade Antitrust Litigation. A motion to compel arbitration of the direct purchaser case was denied and is on appeal to the United States Court of Appeals for the Third Circuit. Motions to dismiss were denied in both the direct and indirect purchaser cases.
In June 2018, Walgreen Co. and Kroger Co, filed an antitrust complaint against Johnson & Johnson and Janssen Biotech, Inc. (collectively, Janssen) in the United States District Court for the Eastern District of Pennsylvania. The complaint alleges that Janssen has violated federal antitrust laws through its contracting strategies for REMICADE
®
. The complaint seeks damages and injunctive relief. In March 2019, summary judgment was granted in favor of Janssen. This ruling is on appeal to the United States Court of Appeals for the Third Circuit.
In June 2019, the United States Federal Trade Commission (“FTC”) issued a Civil Investigative Demand to Johnson & Johnson in connection with its investigation of whether Janssen’s REMICADE
®
contracting practices violate federal antitrust laws.
In October 2017, certain United States service members and their families brought a complaint against a number of pharmaceutical and medical devices companies, including Johnson & Johnson and certain of its subsidiaries, alleging that the defendants violated the United States Anti-Terrorism Act. The complaint alleges that the defendants provided funding for terrorist organizations through their sales practices pursuant to pharmaceutical and medical device contracts with the Iraqi Ministry of Health. In January 2019, plaintiffs' motion to file a Second Amended Complaint adding plaintiffs to the lawsuit was granted. In April 2019, the Company moved to dismiss the Second Amended Complaint.
In October 2018, two separate putative class actions were filed against Actelion Pharmaceutical Ltd., Actelion Pharmaceuticals US, Inc., and Actelion Clinical Research, Inc. (collectively “Actelion”) in United States District Court for the District of Maryland and United States District Court for the District of Columbia. The complaints allege that Actelion violated state and federal antitrust and unfair competition laws by allegedly refusing to supply generic pharmaceutical manufacturers with samples of TRACLEER
®
. TRACLEER
®
is subject to a Risk Evaluation and Mitigation Strategy, which imposes restrictions on distribution of the product. In January 2019, the plaintiffs dismissed the District of Columbia case and filed a consolidated complaint in the United States District Court for the District of Maryland. In February 2019, Actelion filed a motion to dismiss the amended complaint.
In December 2018, Janssen Biotech, Inc., Janssen Oncology, Inc, Janssen Research & Development, LLC, and Johnson & Johnson (collectively, Janssen) were served with a
qui tam
complaint filed on behalf of the United States, 28 states, and the District of Columbia. The complaint, which was filed in December 2017 in United States District Court for the Northern District of California, alleges that Janssen violated the federal False Claims Act and state law when providing pricing information for ZYTIGA
®
to the government in connection with direct government sales and government-funded drug reimbursement programs. At this time, the federal and state governments have declined to intervene. The case has been transferred to United States District Court for the District of New Jersey. Janssen has moved to dismiss the complaint.
In April 2019, Blue Cross & Blue Shield of Louisiana and HMO Louisiana, Inc. filed a class action complaint against Janssen Biotech, Inc, Janssen Oncology, Inc, Janssen Research & Development, LLC and BTG International Limited in the United States District Court for the Eastern District of Virginia. The complaint alleges that the defendants violated the Sherman Act and the antitrust and consumer protections laws of several states by pursuing patent litigation relating to ZYTIGA
®
in order to delay generic entry. The case has been transferred to the United States District Court for the District of New Jersey.
Johnson & Johnson or its subsidiaries are also parties to a number of proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act, commonly known as Superfund, and comparable state, local or foreign laws in which the primary relief sought is the cost of past and/or future remediation.
NOTE 12— RESTRUCTURING
On April 17, 2018, the Company announced plans to implement a series of actions across its Global Supply Chain that are intended to focus resources and increase investments in the critical capabilities, technologies and solutions necessary to manufacture and supply its product portfolio, enhance agility and drive growth. The Global Supply Chain actions will include expanding the use of strategic collaborations and bolstering initiatives to reduce complexity, improve cost-competitiveness, enhance capabilities and optimize the Supply Chain network. For additional details on the global supply chain restructuring strategic collaborations see Note 10 to the Consolidated Financial Statements. In the fiscal second quarter of 2019, the Company recorded a pre-tax charge of
$142 million
, of which
$38 million
was included in cost of products sold and
$47 million
was included in other (income) expense. In the first fiscal six months of 2019, the Company recorded a pre-tax charge of
$232 million
, of which
$61 million
was included in cost of products sold and
$78 million
was included in other (income) expense. Total project costs of approximately
$500 million
have been recorded since the restructuring was announced. See the following table for additional details on the restructuring program.
In total, the Company expects these actions to generate approximately
$0.6 billion
to
$0.8 billion
in annual pre-tax cost savings that will be substantially delivered by 2022. The Company expects to record pre-tax restructuring charges of approximately
$1.9 billion
to
$2.3 billion
, over the
4
to
5
year period of this activity. These costs are associated with network optimizations, exit costs and accelerated depreciation and amortization.
The following table summarizes the severance related reserves and the associated spending through the
first fiscal six months
of 2019:
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
Severance
|
Asset Write-offs
|
Other**
|
Total
|
Reserve balance, December 30, 2018
|
$
|
194
|
|
—
|
|
48
|
|
242
|
|
|
|
|
|
|
Current year activity:
|
|
|
|
|
Charges
|
—
|
|
61
|
|
171
|
|
232
|
|
Cash payments
|
(7
|
)
|
—
|
|
(204
|
)
|
(211
|
)
|
Settled non cash
|
—
|
|
(61
|
)
|
—
|
|
(61
|
)
|
|
|
|
|
|
Reserve balance, June 30, 2019*
|
$
|
187
|
|
—
|
|
15
|
|
202
|
|
|
|
|
|
|
*Cash outlays for severance are expected to be substantially paid out over the next
2 years
in accordance with the Company's plans and local laws.
**Other includes project expense such as salaries for employees supporting the initiative and consulting expenses.