UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
 
 
☑☑
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 29, 2020April 4, 2021

or
 
 
 
☐☐
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                       to
Commission file number 1-3215
Johnson && Johnson
(Exact name of registrant as specified in its charter)
New Jersey
 
22-1024240
(State or other jurisdiction of

incorporation or organization)
 
(I.R.S. Employer

Identification No.)

One Johnson && Johnson Plaza
New Brunswick,, New Jersey08933
(Address of principal executive offices)
Registrant’sRegistrant’s telephone number, including area code (732) (732) 524-0400
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑☑ Yes Yes☐☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑☑ Yes Yes☐☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large“large accelerated filer,” “accelerated” “accelerated filer,” “smaller” “smaller reporting company,”” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
☑☑
Accelerated filer
☐☐
 
Non-accelerated filer
☐☐
Smaller reporting company
☐☐
 
Emerging growth company
☐☐
 
 

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐☐ Yes ☑☑ No





SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, Par Value $1.00
JNJ
New York Stock Exchange
0.250% Notes Due January 2022
JNJJNJ22
New York Stock Exchange
0.650% Notes Due May 2024
JNJJNJ24C
New York Stock Exchange
5.50% Notes Due November 2024
JNJJNJ24BP
New York Stock Exchange
1.150% Notes Due November 2028
JNJJNJ28
New York Stock Exchange
1.650% Notes Due May 2035
JNJJNJ35
New York Stock Exchange
Indicate the number of shares outstanding of each of the issuer’sissuer’s classes of common stock, as of the latest practicable date.
On April 22, 2020, 2,634,594,53523, 2021, 2,633,396,003 shares of Common Stock, $1.00 par value, were outstanding.





JOHNSON && JOHNSON AND SUBSIDIARIES
TABLE OF CONTENTS
Page
No.
 
Page1
 
 
No.
 
 
 
 
 1
 
 1
 
 
 
 
 2
 
 
 
 3
 
 
 
 4
 
 
 
 5
 
 
 
 6
 
 
 
 
 
 
 
 41
 
 
 
 52
 
 
 
 53
 
 53
 
 
 
 
 53
 
 
 
 53
 
 
 
 54
 
 55
 
 
 
 
 
 
 
 
 





CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and Johnson && Johnson's other publicly available documents contain ““forward-looking statements”” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Management and representatives of Johnson && Johnson and its subsidiaries (the Company) also may from time to time make forward-looking statements. Forward-looking statements do not relate strictly to historical or current facts and reflect management’smanagement’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates,”“plans,” “expects,” “will,” “anticipates,” “estimates,” and other words of similar meaning in conjunction with, among other things: discussions of future operations, expected operating results, financial performance; impact of planned acquisitions and dispositions; impact and timing of restructuring initiatives including associated cost savings and other benefits; the Company's strategy for growth; product development activities; regulatory approvals; market position and expenditures.
Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to uncertainties, risks and changes that are difficult to predict and many of which are outside of the Company's control. Investors should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, the Company’sCompany’s actual results and financial condition could vary materially from expectations and projections expressed or implied in its forward-looking statements. Investors are therefore cautioned not to rely on these forward-looking statements. Risks and uncertainties include, but are not limited to:
Risks Related to Product Development, Market Success and Competition
•Challenges and uncertainties inherent in innovation and development of new and improved products and technologies on which the Company’s continued growth and success depend, including uncertainty of clinical outcomes, additional analysis of existing clinical data, obtaining regulatory approvals, health plan coverage and customer access, and initial and continued commercial success;
•
Challenges and uncertainties inherent in innovation and development of new and improved products and technologies on which the Company’s continued growth and success depend, including uncertainty of clinical outcomes, additional analysis of existing clinical data, obtaining regulatory approvals, health plan coverage and customer access, and initial and continued commercial success;
•
Challenges to the Company’s ability to obtain and protect adequate patent and other intellectual property rights for new and existing products and technologies in the United States and other important markets;
•
The impact of patent expirations, typically followed by the introduction of competing biosimilars and generics and resulting revenue and market share losses;
•
Increasingly aggressive and frequent challenges to the Company’s patents by competitors and others seeking to launch competing generic, biosimilar or other products and increased receptivity of courts, the United States Patent and Trademark Office and other decision makers to such challenges, potentially resulting in loss of market exclusivity and rapid decline in sales for the relevant product sooner than expected;
•
Competition in research and development of new and improved products, processes and technologies, which can result in product and process obsolescence;
•
Competition to reach agreement with third parties for collaboration, licensing, development and marketing agreements for products and technologies;
•
Competition based on cost-effectiveness, product performance, technological advances and patents attained by competitors; and
•
Allegations that the Company’s products infringe the patents and other intellectual property rights of third parties, which could adversely affect the Company’s ability to sell the products in question and require the payment of money damages and future royalties.
•Challenges to the Company’s ability to obtain and protect adequate patent and other intellectual property rights for new and existing products and technologies in the United States and other important markets;
•The impact of patent expirations, typically followed by the introduction of competing biosimilars and generics and resulting revenue and market share losses;
•Increasingly aggressive and frequent challenges to the Company’s patents by competitors and others seeking to launch competing generic, biosimilar or other products and increased receptivity of courts, the United States Patent and Trademark Office and other decision makers to such challenges, potentially resulting in loss of market exclusivity and rapid decline in sales for the relevant product sooner than expected;
•Competition in research and development of new and improved products, processes and technologies, which can result in product and process obsolescence;
•Competition to reach agreement with third parties for collaboration, licensing, development and marketing agreements for products and technologies;
•Competition based on cost-effectiveness, product performance, technological advances and patents attained by competitors; and
•Allegations that the Company’s products infringe the patents and other intellectual property rights of third parties, which could adversely affect the Company’s ability to sell the products in question and require the payment of money damages and future royalties.
Risks Related to Product Liability, Litigation and Regulatory Activity
•Product efficacy or safety concerns, whether or not based on scientific evidence, potentially resulting in product withdrawals, recalls, regulatory action on the part of the United States Food and Drug Administration (or international counterparts), declining sales, reputational damage, increased litigation expense and share price impact;
•
•Impact, including declining sales and reputational damage, of significant litigation or government action adverse to the Company, including product liability claims and allegations related to pharmaceutical marketing practices and contracting strategies;
•Impact of an adverse judgment or settlement and the adequacy of reserves related to legal proceedings, including patent litigation, product liability, personal injury claims, securities class actions, government investigations, employment and other legal proceedings;

Product efficacy or safety concerns, whether or not based on scientific evidence, potentially resulting in product withdrawals, recalls, regulatory action on the part of the United States Food and Drug Administration (or international counterparts), declining sales, reputational damage, increased litigation expense and share price impact;
•
Impact, including declining sales and reputational damage, of significant litigation or government action adverse to the Company, including product liability claims and allegations related to pharmaceutical marketing practices and contracting strategies;
•
Impact of an adverse judgment or settlement and the adequacy of reserves related to legal proceedings, including patent litigation, product liability, personal injury claims, securities class actions, government investigations, employment and other legal proceedings;


•
Increased scrutiny of the health care industry by government agencies and state attorneys general resulting in investigations and prosecutions, which carry the risk of significant civil and criminal penalties, including, but not limited to, debarment from government business;
•
Failure to meet compliance obligations in the McNEIL-PPC, Inc. Consent Decree or any other compliance agreements with governments or government agencies, which could result in significant sanctions;
•
Potential changes to applicable laws and regulations affecting United States and international operations, including relating to: approval of new products; licensing and patent rights; sales and promotion of health care products; access to, and reimbursement and pricing for, health care products and services; environmental protection and sourcing of raw materials;
•
Compliance with local regulations and laws that may restrict the Company’s ability to manufacture or sell its products in relevant markets including, requirements to comply with medical device reporting regulations and other requirements such as the European Union's Medical Devices Regulation;
•
Changes in domestic and international tax laws and regulations, including changes related to The Tax Cuts and Jobs Act in the United States, the Federal Act on Tax Reform and AHV Financing in Switzerland, increasing audit scrutiny by tax authorities around the world and exposures to additional tax liabilities potentially in excess of existing reserves; and
•
Issuance of new or revised accounting standards by the Financial Accounting Standards Board and regulations by the Securities and Exchange Commission.

•Increased scrutiny of the health care industry by government agencies and state attorneys general resulting in investigations and prosecutions, which carry the risk of significant civil and criminal penalties, including, but not limited to, debarment from government business;
•Failure to meet compliance obligations in the McNEIL-PPC, Inc. Consent Decree or any other compliance agreements with governments or government agencies, which could result in significant sanctions;
•Potential changes to applicable laws and regulations affecting United States and international operations, including relating to: approval of new products; licensing and patent rights; sales and promotion of health care products; access to, and reimbursement and pricing for, health care products and services; environmental protection and sourcing of raw materials;
•Compliance with local regulations and laws that may restrict the Company’s ability to manufacture or sell its products in relevant markets, including requirements to comply with medical device reporting regulations and other requirements such as the European Union's Medical Devices Regulation;
•Changes in domestic and international tax laws and regulations, including changes related to the Tax Cuts and Jobs Act in the United States, increasing audit scrutiny by tax authorities around the world and exposures to additional tax liabilities potentially in excess of existing reserves; and
•Issuance of new or revised accounting standards by the Financial Accounting Standards Board and regulations by the Securities and Exchange Commission.
Risks Related to the Company’sCompany’s Strategic Initiatives and Healthcare Market Trends
•Pricing pressures resulting from trends toward health care cost containment, including the continued consolidation among health care providers and other market participants, trends toward managed care, the shift toward governments increasingly becoming the primary payers of health care expenses, significant new entrants to the health care markets seeking to reduce costs and government pressure on companies to voluntarily reduce costs and price increases;
•
Pricing pressures resulting from trends toward health care cost containment, including the continued consolidation among health care providers and other market participants, trends toward managed care, the shift toward governments increasingly becoming the primary payers of health care expenses, significant new entrants to the health care markets seeking to reduce costs and government pressure on companies to voluntarily reduce costs and price increases;
•
Restricted spending patterns of individual, institutional and governmental purchasers of health care products and services due to economic hardship and budgetary constraints;
•
Challenges to the Company’s ability to realize its strategy for growth including through externally sourced innovations, such as development collaborations, strategic acquisitions, licensing and marketing agreements, and the potential heightened costs of any such external arrangements due to competitive pressures;
•
The potential that the expected strategic benefits and opportunities from any planned or completed acquisition or divestiture by the Company may not be realized or may take longer to realize than expected; and
•
The potential that the expected benefits and opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than expected.
•Restricted spending patterns of individual, institutional and governmental purchasers of health care products and services due to economic hardship and budgetary constraints;
•Challenges to the Company’s ability to realize its strategy for growth including through externally sourced innovations, such as development collaborations, strategic acquisitions, licensing and marketing agreements, and the potential heightened costs of any such external arrangements due to competitive pressures;
•The potential that the expected strategic benefits and opportunities from any planned or completed acquisition or divestiture by the Company may not be realized or may take longer to realize than expected; and
•The potential that the expected benefits and opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than expected.
Risks Related to Economic Conditions, Financial Markets and Operating Internationally
•The risks associated with global operations on the Company and its customers and suppliers, including foreign governments in countries in which the Company operates.
•Impact of inflation and fluctuations in interest rates and currency exchange rates and the potential effect of such fluctuations on revenues, expenses and resulting margins;
•Potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs and potential drug reimportation legislation;
•The impact on international operations from financial instability in international economies, sovereign risk, possible imposition of governmental controls and restrictive economic policies, and unstable international governments and legal systems;
•The impact of global public health crises and pandemics, including the outbreak of the novel coronavirus (COVID-19) pandemic;
•Changes to global climate, extreme weather and natural disasters that could affect demand for the Company's products and services, cause disruptions in manufacturing and distribution networks, alter the availability of goods and services within the supply chain, and affect the overall design and integrity of the Company's products and operations; and
•The impact of armed conflicts and terrorist attacks in the United States and other parts of the world including social and economic disruptions and instability of financial and other markets.
•
The risks associated with global operations, including the impact of global public health crises and pandemics, such as the outbreak of the novel coronavirus (COVID-19), on the Company and its customers and suppliers, including foreign governments in countries in which the Company operates.
•
Impact of inflation and fluctuations in interest rates and currency exchange rates and the potential effect of such fluctuations on revenues, expenses and resulting margins;
•
Potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs and potential drug reimportation legislation;
•
The impact on international operations from financial instability in international economies, sovereign risk, possible imposition of governmental controls and restrictive economic policies, and unstable international governments and legal systems;
•
Changes to global climate, extreme weather and natural disasters that could affect demand for the Company's products and services, cause disruptions in manufacturing and distribution networks, alter the availability of goods and services within the supply chain, and affect the overall design and integrity of the Company's products and operations;
•
The impact of armed conflicts and terrorist attacks in the United States and other parts of the world including social and economic disruptions and instability of financial and other markets; and



Risks Related to Supply Chain and Operations
•Difficulties and delays in manufacturing, internally, through third party providers or otherwise within the supply chain, that may lead to voluntary or involuntary business interruptions or shutdowns, product shortages, withdrawals or suspensions of products from the market, and potential regulatory action;
•
Difficulties and delays in manufacturing, internally through third party providers or otherwise within the supply chain, that may lead to voluntary or involuntary business interruptions or shutdowns, product shortages, withdrawals or suspensions of products from the market, and potential regulatory action;
•
Interruptions and breaches of the Company's information technology systems or those of the Company's vendors which, could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action;
•
Reliance on global supply chains and production and distribution processes that are complex and subject to increasing regulatory requirements that may adversely affect supply, sourcing and pricing of materials used in the Company’s products; and
•
The potential that the expected benefits and opportunities related to restructuring actions contemplated for the global supply chain, including the Company's transaction with Jabil Inc., may not be realized or may take longer to realize than expected, including due to any required approvals from applicable regulatory authorities. Disruptions associated with the announced global supply chain actions may adversely affect supply and sourcing of materials used in the Company's products.
•Interruptions and breaches of the Company's information technology systems or those of the Company's vendors, which could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action;
•Reliance on global supply chains and production and distribution processes that are complex and subject to increasing regulatory requirements that may adversely affect supply, sourcing and pricing of materials used in the Company’s products; and
•The potential that the expected benefits and opportunities related to restructuring actions contemplated for the global supply chain may not be realized or may take longer to realize than expected, including due to any required approvals from applicable regulatory authorities. Disruptions associated with the announced global supply chain actions may adversely affect supply and sourcing of materials used in the Company's products.
Investors also should carefully read the Risk Factors described in Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2019,January 3, 2021, for a description of certain risks that could, among other things, cause the Company’sCompany’s actual results to differ materially from those expressed in its forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider the risks described above to be a complete statement of all potential risks and uncertainties. The Company does not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.

Table of Content
Part I — FINANCIAL INFORMATION


Table of Contents

Part I —Item 1 — FINANCIAL INFORMATIONSTATEMENTS

Item 1 — FINANCIAL STATEMENTS

JOHNSON && JOHNSON AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited; Dollars in Millions Except Share and Per Share Data)
April 4, 2021January 3, 2021
ASSETS
Current assets:  
Cash and cash equivalents$12,671 13,985 
Marketable securities11,948 11,200 
Accounts receivable, trade, less allowances for doubtful accounts and credit losses $270 (2020, $293)14,938 13,576 
Inventories (Note 2)9,952 9,344 
Prepaid expenses and other3,024 3,132 
Total current assets52,533 51,237 
Property, plant and equipment at cost46,430 46,804 
Less: accumulated depreciation(28,063)(28,038)
Property, plant and equipment, net18,367 18,766 
Intangible assets, net (Note 3)51,110 53,402 
Goodwill (Note 3)35,688 36,393 
Deferred taxes on income (Note 5)8,321 8,534 
Other assets6,538 6,562 
Total assets$172,557 174,894 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:  
Loans and notes payable$3,350 2,631 
Accounts payable8,503 9,505 
Accrued liabilities13,223 13,968 
Accrued rebates, returns and promotions11,919 11,513 
Accrued compensation and employee related obligations2,060 3,484 
Accrued taxes on income (Note 5)1,877 1,392 
Total current liabilities40,932 42,493 
Long-term debt (Note 4)30,263 32,635 
Deferred taxes on income (Note 5)6,507 7,214 
Employee related obligations (Note 6)10,512 10,771 
Long-term taxes payable (Note 5)6,568 6,559 
Other liabilities11,941 11,944 
Total liabilities$106,723 111,616 
Commitments and Contingencies (Note 11)00
Shareholders’ equity:  
Common stock — par value $1.00 per share (authorized 4,320,000,000 shares; issued 3,119,843,000 shares)$3,120 3,120 
Accumulated other comprehensive income (loss) (Note 7)(15,328)(15,242)
Retained earnings116,508 113,890 
Less: common stock held in treasury, at cost (487,141,000 and 487,331,000 shares)38,466 38,490 
Total shareholders’ equity65,834 63,278 
Total liabilities and shareholders' equity$172,557 174,894 
 
 
March 29, 2020
 
December 29, 2019
ASSETS
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
15,530

 
17,305

Marketable securities
 
2,494

 
1,982

Accounts receivable, trade, less allowances for doubtful accounts and credit losses $234 (2019, $226)
 
14,874

 
14,481

Inventories (Note 2)
 
8,868

 
9,020

Prepaid expenses and other
 
2,358

 
2,392

Assets held for sale (Note 10)
 
102

 
94

Total current assets
 
44,226

 
45,274

Property, plant and equipment at cost
 
43,247

 
43,332

Less: accumulated depreciation
 
(25,846
)
 
(25,674
)
Property, plant and equipment, net
 
17,401

 
17,658

Intangible assets, net (Note 3)
 
47,338

 
47,643

Goodwill (Note 3)
 
33,471

 
33,639

Deferred taxes on income (Note 5)
 
7,539

 
7,819

Other assets
 
5,042

 
5,695

Total assets
 
$
155,017

 
157,728

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
Loans and notes payable
 
$
2,190

 
1,202

Accounts payable
 
7,411

 
8,544

Accrued liabilities
 
8,384

 
9,715

Accrued rebates, returns and promotions
 
11,608

 
10,883

Accrued compensation and employee related obligations
 
2,166

 
3,354

Accrued taxes on income (Note 5)
 
1,930

 
2,266

Total current liabilities
 
33,689

 
35,964

Long-term debt (Note 4)
 
25,393

 
26,494

Deferred taxes on income (Note 5)
 
5,766

 
5,958

Employee related obligations (Note 6)
 
10,529

 
10,663

Long-term taxes payable (Note 5)
 
7,402

 
7,444

Other liabilities
 
10,944

 
11,734

Total liabilities
 
93,723

 
98,257

Commitments and Contingencies (Note 11)
 


 


Shareholders’ equity:
 
 
 
 
Common stock — par value $1.00 per share (authorized 4,320,000,000 shares; issued 3,119,843,000 shares)
 
$
3,120

 
3,120

Accumulated other comprehensive income (loss) (Note 7)
 
(16,243
)
 
(15,891
)
Retained earnings
 
112,901

 
110,659

Less: common stock held in treasury, at cost (487,451,000 and 487,336,000 shares)
 
38,484

 
38,417

Total shareholders’ equity
 
61,294

 
59,471

Total liabilities and shareholders' equity
 
$
155,017

 
157,728

See Notes to Consolidated Financial Statements

1
Table of ContentsContent

JOHNSON && JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited; Dollars && Shares in Millions Except Per Share Amounts)
 Fiscal First Quarter Ended
April 4,
2021		Percent
to Sales		March 29,
2020		Percent
to Sales
Sales to customers (Note 9)$22,321 100.0 %$20,691 100.0 %
Cost of products sold7,063 31.7 7,062 34.1 
Gross profit15,258 68.3 13,629 65.9 
Selling, marketing and administrative expenses5,432 24.3 5,203 25.1 
Research and development expense3,178 14.2 2,580 12.5 
Interest income(15)(0.1)(67)(0.3)
Interest expense, net of portion capitalized63 0.3 25 0.1 
Other (income) expense, net(882)(3.9)(679)(3.3)
Restructuring (Note 12)53 0.2 58 0.3 
Earnings before provision for taxes on income7,429 33.3 6,509 31.5 
Provision for taxes on income (Note 5)1,232 5.5 713 3.5 
NET EARNINGS$6,197 27.8 %$5,796 28.0 %
NET EARNINGS PER SHARE (Note 8)    
Basic$2.35  $2.20  
Diluted$2.32  $2.17  
AVG. SHARES OUTSTANDING    
Basic2,631.6  2,633.7  
Diluted2,672.7  2,671.0  


 
 
Fiscal First Quarter Ended
 
 
March 29,
2020
 
Percent
to Sales
 
March 31,
2019
 
Percent
to Sales
Sales to customers (Note 9)
 
$
20,691

 
100.0
 %
 
$
20,021

 
100.0
 %
Cost of products sold
 
7,062

 
34.1

 
6,615

 
33.0

Gross profit
 
13,629

 
65.9

 
13,406

 
67.0

Selling, marketing and administrative expenses
 
5,203

 
25.1

 
5,219

 
26.1

Research and development expense
 
2,580

 
12.5

 
2,858

 
14.3

In-process research and development
 
—

 
—

 
890

 
4.4

Interest income
 
(67
)
 
(0.3
)
 
(99
)
 
(0.5
)
Interest expense, net of portion capitalized
 
25

 
0.1

 
102

 
0.5

Other (income) expense, net
 
(679
)
 
(3.3
)
 
(22
)
 
(0.1
)
Restructuring (Note 12)
 
58

 
0.3

 
36

 
0.2

Earnings before provision for taxes on income
 
6,509

 
31.5

 
4,422

 
22.1

Provision for taxes on income (Note 5)
 
713

 
3.5

 
673

 
3.4

NET EARNINGS
 
$
5,796

 
28.0
 %
 
$
3,749

 
18.7
 %
 
 
 
 
 
 
 
 
 
NET EARNINGS PER SHARE (Note 8)
 
 
 
 
 
 
 
 
Basic
 
$
2.20

 
 
 
$
1.41

 
 
Diluted
 
$
2.17

 
 
 
$
1.39

 
 
 
 
 
 
 
 
 
 
 
AVG. SHARES OUTSTANDING
 
 
 
 
 
 
 
 
Basic
 
2,633.7

 
 
 
2,660.8

 
 
Diluted
 
2,671.0

 
 
 
2,698.8

 
 
See Notes to Consolidated Financial Statements



2
Table of Content
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; Dollars in Millions)
Fiscal First Quarter Ended
April 4, 2021March 29, 2020
Net earnings$6,197 5,796 
Other comprehensive income (loss), net of tax
Foreign currency translation276 (1,519)
Securities:
  Unrealized holding gain (loss) arising during period0 2 
  Reclassifications to earnings0 0 
  Net change0 2 
Employee benefit plans:
  Prior service cost amortization during period(41)(6)
  Gain (loss) amortization during period274 201 
  Net change233 195 
Derivatives & hedges:
  Unrealized gain (loss) arising during period(522)832 
  Reclassifications to earnings(73)138 
  Net change(595)970 
Other comprehensive income (loss)(86)(352)
Comprehensive income$6,111 5,444 
See Notes to Consolidated Financial Statements



 
 
 
 
 
 
 
 
 



2
Table of Contents

JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; Dollars in Millions)

 
Fiscal First Quarter Ended
 
 
March 29, 2020
 
March 31, 2019
 
Net earnings
$
5,796

 
3,749

 
 
 
 
 
 
Other comprehensive income (loss), net of tax
 
 
 
 
Foreign currency translation
(1,519
)
 
(258
)
 
 
 
 
 
 
Securities:
 
 
 
 
  Unrealized holding gain (loss) arising during period
2

 
—

 
  Reclassifications to earnings
—

 
—

 
  Net change
2

 
—

 
 
 
 
 
 
Employee benefit plans:
 
 
 
 
  Prior service cost amortization during period
(6
)
 
(7
)
 
  Gain (loss) amortization during period
201

 
176

 
  Net change
195

 
169

 
 
 
 
 
 
Derivatives & hedges:
 
 
 
 
  Unrealized gain (loss) arising during period
832

 
(302
)
 
  Reclassifications to earnings
138

 
96

 
  Net change
970

 
(206
)
 
 
 
 
 
 
Other comprehensive income (loss)
(352
)
 
(295
)
 
 
 
 
 
 
Comprehensive income
$
5,444

 
3,454

 
 
 
 
 
 
See Notes to Consolidated Financial Statements

The tax effects in other comprehensive income for the fiscal first quarter were as follows for 20202021 and 2019,2020, respectively: Foreign Currency Translation: $46$319 million and $61$46 million; Securities: $1 million in 2020,2020; Employee Benefit Plans: $56$66 million and $1$56 million; Derivatives && Hedges: $256$157 million and $55$256 million.
 
 

3
Table of ContentsContent

JOHNSON && JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited; Dollars in Millions)



Fiscal First Quarter EndedMarch 29, 2020 April 4, 2021

TotalRetained
Earnings		Accumulated
Other
Comprehensive
Income		Common Stock
Issued Amount		Treasury
Stock
Amount
Total
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Common Stock
Issued Amount
 
Treasury
Stock
Amount
Balance, December 29, 2019
$
59,471

 
110,659

 
(15,891
)
 
3,120

 
(38,417
)
Balance, January 3, 2021Balance, January 3, 2021$63,278 113,890 (15,242)3,120 (38,490)
Net earnings
5,796

 
5,796

 
—

 
—

 
—

Net earnings6,197 6,197 — — — 
Cash dividends paid ($0.95 per share)
(2,505
)
 
(2,505
)
 
—

 
—

 
—

Cash dividends paid ($1.01 per share)Cash dividends paid ($1.01 per share)(2,659)(2,659)— — — 
Employee compensation and stock option plans
595

 
(1,049
)
 
—

 
—

 
1,644

Employee compensation and stock option plans542 (920)— — 1,462 
Repurchase of common stock
(1,711
)
 
—

 
—

 
—

 
(1,711
)
Repurchase of common stock(1,438)— — (1,438)
Other comprehensive income (loss), net of tax
(352
)
 
—

 
(352
)
 
—

 
—

Other comprehensive income (loss), net of tax(86)(86)— — 
Balance, March 29, 2020
$
61,294

 
112,901

 
(16,243
)
 
3,120

 
(38,484
)
Balance, April 4, 2021Balance, April 4, 2021$65,834 116,508 (15,328)3,120 (38,466)



 
 
 
 
 
 
 
 
 
 
Fiscal First Quarter Ended March 29, 2020
TotalRetained
Earnings		Accumulated
Other
Comprehensive
Income		Common Stock
Issued Amount		Treasury
Stock
Amount
Balance, December 29, 2019$59,471 110,659 (15,891)3,120 (38,417)
Net earnings5,796 5,796 — — — 
Cash dividends paid ($0.95 per share)(2,505)(2,505)— — — 
Employee compensation and stock option plans595 (1,049)— — 1,644 
Repurchase of common stock(1,711)— — — (1,711)
Other comprehensive income (loss), net of tax(352)— (352)— — 
Balance, March 29, 2020$61,294 112,901 (16,243)3,120 (38,484)




Fiscal First Quarter EndedMarch 31, 2019

 
Total
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Common Stock
Issued Amount
 
Treasury
Stock
Amount
Balance, December 30, 2018
$
59,752

 
106,216

 
(15,222
)
 
3,120

 
(34,362
)
Net earnings
3,749

 
3,749

 
—

 
—

 
—

Cash dividends paid ($0.90 per share)
(2,396
)
 
(2,396
)
 
—

 
—

 
—

Employee compensation and stock option plans
351

 
(919
)
 
—

 
—

 
1,270

Repurchase of common stock
(2,206
)
 
—

 
—

 
—

 
(2,206
)
Other
—

 
—

 
—

 
—

 
—

Other comprehensive income (loss), net of tax
(295
)
 
—

 
(295
)
 
—

 
—

Balance, March 31, 2019
$
58,955

 
106,650

 
(15,517
)
 
3,120

 
(35,298
)
 
 
 
 
 
 
 
 
 
 



 
 
 
 
 
 
 
 
 
 


See Notes to Consolidated Financial Statements


4
Table of ContentsContent

JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
JOHNSON & JOHNSON AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in Millions)
 
 
Fiscal Three Months Ended
 
 
March 29,
2020
 
March 31,
2019
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
Net earnings
 
$
5,796

 
3,749

Adjustments to reconcile net earnings to cash flows from operating activities:
 
 
 
 
Depreciation and amortization of property and intangibles
 
1,747

 
1,761

Stock based compensation
 
263

 
258

Asset write-downs
 
11

 
913

  Contingent consideration reversal
 
(983
)
 
—

Net gain on sale of assets/businesses
 
—

 
(72
)
Deferred tax provision
 
54

 
(362
)
Accounts receivable allowances and credit losses
 
22

 
(3
)
Changes in assets and liabilities, net of effects from acquisitions and divestitures:
 
 
 
 
(Increase) / Decrease in accounts receivable
 
(812
)
 
157

Increase in inventories
 
(159
)
 
(369
)
Decrease in accounts payable and accrued liabilities
 
(2,523
)
 
(1,833
)
Decrease / (Increase) in other current and non-current assets
 
271

 
(488
)
Decrease in other current and non-current liabilities
 
(329
)
 
(168
)
 
 
 
 
 
NET CASH FLOWS FROM OPERATING ACTIVITIES
 
3,358

 
3,543

 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
Additions to property, plant and equipment
 
(625
)
 
(656
)
Proceeds from the disposal of assets/businesses, net
 
17

 
253

Acquisitions, net of cash acquired
 
(939
)
 
(1,683
)
Purchases of investments
 
(2,064
)
 
(730
)
Sales of investments
 
1,544

 
1,495

Proceeds from credit support agreements, net
 
1,743

 
—

Other
 
(257
)
 
(96
)
 
 
 
 
 
NET CASH USED BY INVESTING ACTIVITIES
 
(581
)
 
(1,417
)
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
Dividends to shareholders
 
(2,505
)
 
(2,396
)
Repurchase of common stock
 
(1,711
)
 
(2,206
)
Proceeds from short-term debt
 
10

 
13

Repayment of short-term debt
 
(18
)
 
(16
)
Repayment of long-term debt
 
(11
)
 
(1,002
)
Proceeds from the exercise of stock options/employee withholding tax on stock awards, net
 
332

 
94

Other
 
(412
)
 
(3
)
 
 
 
 
 
NET CASH USED BY FINANCING ACTIVITIES
 
(4,315
)
 
(5,516
)
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
 
(237
)
 
17

Decrease in cash and cash equivalents
 
(1,775
)
 
(3,373
)
Cash and Cash equivalents, beginning of period
 
17,305

 
18,107

CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
15,530

 
14,734

 
 
 
 
 
Acquisitions
 
 
 
 
Fair value of assets acquired
 
$
1,136

 
2,154

Fair value of liabilities assumed and noncontrolling interests
 
(197
)
 
(471
)
Net cash paid for acquisitions
 
$
939

 
1,683

(Unaudited; Dollars in Millions)

 Fiscal Three Months Ended
April 4,
2021		March 29,
2020
CASH FLOWS FROM OPERATING ACTIVITIES  
Net earnings$6,197 5,796 
Adjustments to reconcile net earnings to cash flows from operating activities:  
Depreciation and amortization of property and intangibles1,894 1,747 
Stock based compensation307 263 
Asset write-downs14 11 
  Contingent consideration reversal0 (983)
Net gain on sale of assets/businesses(580)0 
Deferred tax provision(730)54 
Credit losses and accounts receivable allowances(13)22 
Changes in assets and liabilities, net of effects from acquisitions and divestitures:  
Increase in accounts receivable(1,604)(812)
Increase in inventories(695)(159)
Decrease in accounts payable and accrued liabilities(2,336)(2,523)
Decrease in other current and non-current assets2,522 271 
Decrease in other current and non-current liabilities(902)(329)
NET CASH FLOWS FROM OPERATING ACTIVITIES4,074 3,358 
CASH FLOWS FROM INVESTING ACTIVITIES  
Additions to property, plant and equipment(677)(625)
Proceeds from the disposal of assets/businesses, net (Note 10)603 17 
Acquisitions, net of cash acquired (Note 10)0 (939)
Purchases of investments(5,994)(2,064)
Sales of investments5,233 1,544 
Credit support agreements activity, net751 1,743 
Other (primarily licenses and milestones)(101)(257)
NET CASH USED BY INVESTING ACTIVITIES(185)(581)
CASH FLOWS FROM FINANCING ACTIVITIES  
Dividends to shareholders(2,659)(2,505)
Repurchase of common stock(1,438)(1,711)
Proceeds from short-term debt23 10 
Repayment of short-term debt(475)(18)
Proceeds from long-term debt, net of issuance costs1 0 
Repayment of long-term debt(1,001)(11)
Proceeds from the exercise of stock options/employee withholding tax on stock awards, net236 332 
Credit support agreements activity, net212 0 
Other(24)(412)
NET CASH USED BY FINANCING ACTIVITIES(5,125)(4,315)
Effect of exchange rate changes on cash and cash equivalents(78)(237)
Decrease in cash and cash equivalents(1,314)(1,775)
Cash and Cash equivalents, beginning of period13,985 17,305 
CASH AND CASH EQUIVALENTS, END OF PERIOD$12,671 15,530 
Acquisitions
Fair value of assets acquired$0 1,136 
Fair value of liabilities assumed and noncontrolling interests0 (197)
Net cash paid for acquisitions$0 939 
See Notes to Consolidated Financial Statements

5
Table of ContentsContent

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’sCompany’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019.January 3, 2021. 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.

Use of Estimates
The extent to which COVID-19 impacts the Company’sCompany’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts COVID-19 as of March 29, 2020April 4, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’sCompany’s allowance for doubtful accounts and credit losses, inventory and related reserves, accrued rebates and associated reserves, and the carrying value of the goodwill and other long-lived assets.assets along with the Company’s on-going vaccine development and distribution efforts. While there was not a material impact to the Company’sCompany’s consolidated financial statements as of and for the quarter ended March 29, 2020,April 4, 2021, the Company’sCompany’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’sCompany’s consolidated financial statements in future reporting periods.

New Accounting Standards
The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company's financial statements and below describes the impacts from newly adopted standards, as well as material updates to previous assessments, if any, from the Company’sCompany’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019.January 3, 2021. There were no new material accounting standards issued in the fiscal first quarter of 2021 that impacted the Company.

Recently Adopted Accounting Standards
ASU 2018-18: Collaborative Arrangements
The CompanyThere were no new material accounting standards adopted this standard as of the beginning ofin the fiscal year 2020. 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. The adoptionfirst quarter of this standard did not have a material impact on the Company's consolidated financial statements.2021.

ASU 2016-13: Financial Instruments - Credit LossesReclassification
The Company adopted this standard as of the beginning of the fiscal year 2020. This update introduces the current expected credit loss (CECL) model, which requires 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 is 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. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Reclassification
Certain prior period amounts have been reclassified to conform to current year presentation.




6
Table of Contents


NOTE 2 —— INVENTORIES
(Dollars in Millions)
 
March 29, 2020
 
December 29, 2019
Raw materials and supplies
 
$
1,213

 
1,117

Goods in process
 
2,252

 
1,832

Finished goods
 
5,403

 
6,071

Total inventories (1)
 
$
8,868

 
9,020


(1)See Note 10 to the Consolidated Financial Statements for details on assets held for sale and the related divestitures.
(Dollars in Millions)April 4, 2021January 3, 2021
Raw materials and supplies$1,557 1,410 
Goods in process2,034 2,040 
Finished goods6,361 5,894 
Total inventories$9,952 9,344 


6
Table of Content
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 2019.2020. 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)
 
March 29, 2020
 
December 29, 2019
Intangible assets with definite lives:
 
 
 
 
Patents and trademarks — gross
 
$
36,214

 
36,634

Less accumulated amortization
 
13,857

 
13,154

Patents and trademarks — net
 
22,357

 
23,480

Customer relationships and other intangibles — gross
 
22,084

 
22,056

Less accumulated amortization
 
9,728

 
9,462

Customer relationships and other intangibles — net*
 
12,356

 
12,594

Intangible assets with indefinite lives:
 
 
 
 
Trademarks
 
6,829

 
6,922

Purchased in-process research and development (1)
 
5,796

 
4,647

Total intangible assets with indefinite lives
 
12,625

 
11,569

Total intangible assets — net
 
$
47,338

 
47,643


(Dollars in Millions)April 4, 2021January 3, 2021
Intangible assets with definite lives:  
Patents and trademarks — gross$39,505 39,990 
Less accumulated amortization18,006 17,618 
Patents and trademarks — net21,499 22,372 
Customer relationships and other intangibles — gross22,793 22,898 
Less accumulated amortization11,031 10,912 
Customer relationships and other intangibles — net*11,762 11,986 
Intangible assets with indefinite lives:  
Trademarks7,061 7,195 
Purchased in-process research and development10,788 11,849 
Total intangible assets with indefinite lives17,849 19,044 
Total intangible assets — net$51,110 53,402 
*The majority is comprised of customer relationships
(1) In the fiscal first quarter of 2020, the Company completed the acquisition of bermekimab and certain related assets from XBiotech Inc. as well as the acquisition of all outstanding shares in Verb Surgical Inc. and recorded in-process research and development intangible assets of $0.8 billion and $0.4 billion, respectively.

Goodwill as of March 29, 2020April 4, 2021 was allocated by segment of business as follows:
(Dollars in Millions)
 
Consumer Health
 
Pharmaceutical
 
Medical Devices
 
Total
Goodwill at December 29, 2019
 
$
9,736

 
9,169

 
14,734

 
33,639

Goodwill, related to acquisitions
 
—

 
1

 
156

 
157

Currency translation/Other
 
(223
)
 
(96
)
 
(6
)
 
(325
)
Goodwill at March 29, 2020
 
$
9,513

 
9,074

 
14,884

 
33,471


(Dollars in Millions)Consumer HealthPharmaceuticalMedical DevicesTotal
Goodwill at January 3, 2021$10,336 11,009 15,048 36,393 
Goodwill, related to acquisitions and divestitures0 0 0 0 
Currency translation/Other(310)(262)(133)(705)
Goodwill at April 4, 2021$10,026 10,747 14,915 35,688 

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$1.2 billion and $1.1 billion for each of the fiscal first quarters ended April 4, 2021 and March 29, 2020, and March 31, 2019. respectively. Intangible asset write-downs are included in Other (income) expense, net.


The estimated amortization expense for approved products, before tax, for the five succeeding years is approximately:

7
Table of Contents

(Dollars in Millions)
 
 
 
 
 
 
2020
 
2021
 
2022
 
2023
 
2024
$4,500
 
4,300
 
4,100
 
4,100
 
4,000

(Dollars in Millions)
20212022202320242025
$4,6004,4004,3004,1003,300

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.

7
Table of Content
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 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 March 29, 2020,April 4, 2021, the totalcumulative amount of cash collateral heldpaid by the Company under the credit support agreements (CSA)CSA amounted to $2.0 billion, net.$102 million net, primarily related to net investment and cash flow hedges. 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 March 29, 2020,April 4, 2021, the Company had notional amounts outstanding for forward foreign exchange contracts and cross currency interest rate swaps of $44.0$41.2 billion, and $20.1$31.2 billion, respectively. As of December 29, 2019,January 3, 2021, the Company had notional amounts outstanding for forward foreign exchange contracts and cross currency interest rate swaps of $45.3$37.8 billion and $20.1$30.6 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 March 29, 2020,April 4, 2021, the balance of deferred net gain on derivatives included in accumulated other comprehensive income was $675$57 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

8
Table of Contents

time over which the Company is hedging transaction exposure is 18 months,, excluding interest rate contracts and net investment hedgeshedge 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 first quarters ended in 20202021 and 2019,2020, net of tax:
8
Table of Content
April 4, 2021March 29, 2020
(Dollars in Millions)SalesCost of Products SoldR&D ExpenseInterest (Income) ExpenseOther (Income) ExpenseSalesCost of Products SoldR&D ExpenseInterest (Income) ExpenseOther (Income) Expense
The effects of fair value, net investment and cash flow hedging:
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 testing0 0 0 40 0 0 0 0 40 0 
   Amount of gain or (loss) recognized in AOCI0 0 0 40 0 0 0 0 40 0 
Gain (Loss) on cash flow hedging relationship:
Forward foreign exchange contracts:
   Amount of gain or (loss) reclassified from AOCI into income17 34 (113)0 3 9 (173)(110)0 (2)
   Amount of gain or (loss) recognized in AOCI(3)(193)(76)0 17 11 302 (110)0 (36)
Cross currency interest rate swaps contracts:
   Amount of gain or (loss) reclassified from AOCI into income0 0 0 92 0 0 00 98 0 
   Amount of gain or (loss) recognized in AOCI$0 0 0 (307)0 0 0 0 625 0 

9
Table of Content
 
March 29, 2020
March 31, 2019
(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 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
—

—

—

40

—

—

—

—

38

—

   Amount of gain or (loss) recognized in AOCI
—

—

—

40

—

—

—

—

38

—

 
 
 
 
 
 
 
 
 
 
 
Gain (Loss) on cash flow hedging relationship:
 
 
 
 
 
 
 
 
 
 
Forward foreign exchange contracts:
 
 
 
 
 
 
 
 
 
 
   Amount of gain or (loss) reclassified from AOCI into income
9

(173
)
(110
)
—

(2
)
(21
)
(35
)
(139
)
—

6

 
 
 
 
 
 
 
 
 
 
 
   Amount of gain or (loss) recognized in AOCI
11

302

(110
)
—

(36
)
(6
)
(296
)
(110
)
—

(13
)
 
 
 
 
 
 
 
 
 
 
 
Cross currency interest rate swaps contracts:
 
 
 
 
 
 
 
 
 
 
   Amount of gain or (loss) reclassified from AOCI into income
—

—

—

98

—

—


—

55

—

   Amount of gain or (loss) recognized in AOCI
$
—

—

—

625

—

—

—

—

59

—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

The following table is the effect of derivatives not designated as hedging instruments for the fiscal first quarters 20202021 and 2019: 2020:

 
 
 
 
Gain/(Loss)
Recognized In
Income on Derivative
(Dollars in Millions)
 
Location of Gain /(Loss) Recognized in Income on Derivative
 
Fiscal First Quarter Ended
Derivatives Not Designated as Hedging Instruments
 
 
 
March 29, 2020
 
March 31, 2019
Foreign Exchange Contracts
 
Other (income) expense
 
$
89

 
(38
)

Gain/(Loss)
Recognized In
Income on Derivative
(Dollars in Millions)Location of Gain /(Loss) Recognized in Income on DerivativeFiscal First Quarter Ended
Derivatives Not Designated as Hedging InstrumentsApril 4, 2021March 29, 2020
Foreign Exchange ContractsOther (income) expense$(16)89 






9
Table of Contents

The following table is the effect of net investment hedges for the fiscal first quarters ended in 20202021 and 20192020
Gain/(Loss)
Recognized In
Accumulated
OCI		Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income Into IncomeGain/(Loss) Reclassified From
Accumulated OCI
Into Income
(Dollars in Millions)April 4, 2021March 29, 2020April 4, 2021March 29, 2020
Debt$209 46 Interest (income) expense0 0 
Cross Currency interest rate swaps$361 827 Interest (income) expense0 0 
 
 
Gain/(Loss)
Recognized In
Accumulated
OCI
 
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income Into Income
 
Gain/(Loss) Reclassified From
Accumulated OCI
Into Income
(Dollars in Millions)
 
March 29, 2020
 
March 31, 2019
 
 
 
March 29, 2020
 
March 31, 2019
Debt
 
$
46

 
71

 
Interest (income) expense
 
—

 
—

Cross Currency interest rate swaps
 
$
827

 
370

 
Interest (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 29, 2019
 
 
 
 
 
March 29, 2020
 
 
 
 
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
 
$
1,148

 
(327
)
 
5

 
826

 
826

 
 
 
 
 
 
 
 
 
 
 
Equity Investments without readily determinable value
 
$
712

 
(33
)
 
15

 
694

 
694


(Dollars in Millions)January 3, 2021April 4, 2021
Carrying Value
Changes in Fair Value Reflected in Net Income (1)
Sales/ Purchases/Other (2)
Carrying ValueNon Current Other Assets
Equity Investments with readily determinable value$1,481 (36)7 1,452 1,452 
Equity Investments without readily determinable value$738 (55)81 764 764 
(1) Recorded in Other Income/Expense
(2) Other includes impact of currency

For equity investments without readily determinable market values, $33$55 million of the decrease in the fair value reflected in net income were the result of impairments.

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.

10
Table of Content
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’sCompany’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.


10
Table of Contents

The Company’sCompany’s significant financial assets and liabilities measured at fair value as of March 29, 2020April 4, 2021 and December 29, 2019January 3, 2021 were as follows:
 
March 29, 2020
 
 
 
December 29, 2019
 April 4, 2021 January 3, 2021
(Dollars in Millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Total(1)
(Dollars in Millions)Level 1Level 2Level 3Total
Total(1)
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
Derivatives designated as hedging instruments:     
Assets:
 
 
 
 
 
 
 
 
 
 
Assets:     
Forward foreign exchange contracts
 
$
—

 
941

 
—

 
941

 
209

Forward foreign exchange contracts$0 561 0 561 849 
Interest rate contracts (2)(3)
 
—

 
1,569

 
—

 
1,569

 
693

Interest rate contracts (2)
Interest rate contracts (2)
0 522 0 522 240 
Total
 
—

 
2,510

 
—

 
2,510

 
902

Total0 1,083 0 1,083 1,089 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Liabilities:     
Forward foreign exchange contracts
 
—

 
530

 
—

 
530

 
426

Forward foreign exchange contracts0 565 0 565 702 
Interest rate contracts (3)
 
—

 
247

 
—

 
247

 
193

Interest rate contracts (2)
Interest rate contracts (2)
0 540 0 540 1,569 
Total
 
—

 
777

 
—

 
777

 
619

Total0 1,105 0 1,105 2,271 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments:     
Assets:
 
 
 
 
 
 
 
 
 
 
Assets:     
Forward foreign exchange contracts
 
—

 
120

 
—

 
120

 
23

Forward foreign exchange contracts0 51 0 51 49 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Liabilities:     
Forward foreign exchange contracts
 
—

 
106

 
—

 
106

 
33

Forward foreign exchange contracts0 43 0 43 38 
Other Investments:
 
 
 
 
 
 
 
 
 
 
Other Investments:
Equity investments (4)
 
826

 
—

 
—

 
826

 
1,148

Debt securities(5)
 
$
—

 
5,673

 
—

 
5,673

 
4,368

Equity investments (3)
Equity investments (3)
1,452 0 0 1,452 1,481 
Debt securities(4)
Debt securities(4)
0 14,493 0 14,493 14,042 
Other Liabilities
 
 
 
 
 
 
 
 
 
 
Other Liabilities
Contingent consideration (6)
 
 
 
 
 
784

 
784

 
1,715

Contingent consideration (5)
Contingent consideration (5)
$0 0 600 600 633 

Gross to Net Derivative Reconciliation
 
March 29, 2020
 
December 29, 2019
(Dollars in Millions)
 
 
 
 
Total Gross Assets
 
$
2,630

 
925

Credit Support Agreement (CSA)
 
(2,530
)
 
(841
)
Total Net Asset
 
100

 
84

 
 
 
 
 
Total Gross Liabilities
 
883

 
652

Credit Support Agreement (CSA)
 
(531
)
 
(586
)
Total Net Liabilities
 
$
352

 
66

 
 
 
 
 

Gross to Net Derivative ReconciliationApril 4, 2021January 3, 2021
(Dollars in Millions)
Total Gross Assets$1,134 1,138 
Credit Support Agreement (CSA)(1,028)(1,107)
Total Net Asset106 31 
Total Gross Liabilities1,148 2,309 
Credit Support Agreement (CSA)(1,130)(2,172)
Total Net Liabilities$18 137 
11
Table of ContentsContent



Summarized information about changes in liabilities for contingent consideration is as follows:
April 4, 2021March 29, 2020
(Dollars in Millions)
Beginning Balance$633 $1,715 
Changes in estimated fair value (6)
15 (977)
Additions0 106 
Payments(48)(60)
Ending Balance$600 $784 

 
 
Fiscal first quarter ended
 
 
March 29, 2020
 
March 31, 2019
(Dollars in Millions)
 
 
 
 
Beginning Balance
 
$
1,715

 
$
397

Changes in estimated fair value (7)
 
(977
)
 
32

Additions
 
106

 
23

Payments
 
(60
)
 
—

Ending Balance
 
$
784

 
$
452

(1)2020 assets and liabilities are all classified as Level 2 with the exception of equity investments of $1,481 million, which are classified as Level 1 and contingent consideration of $633 million, classified as Level 3.

(2) Includes cross currency interest rate swaps and interest rate swaps.
(1) 
December 30, 2019 assets and liabilities are all classified as Level 2 with the exception of equity investments of $1,148 million, which are classified as Level 1 and contingent consideration of $1,715 million, classified as Level 3.
(2) 
Includes $1 million of non-current other assets as of March 29, 2020 and December 29, 2019.
(3) 
Includes cross currency interest rate swaps and interest rate swaps.
(4) 
Classified as non-current other assets.
(5) 
Classified within cash equivalents and current marketable securities.
(6) 
Includes $759 million and $1,631 million (primarily related to Auris Health), classified as non-current other liabilities as of March 29, 2020 and December 29, 2019, respectively. Includes $25 million and $84 million classified as current liabilities as of March 29, 2020 and December 29, 2019, respectively.
(7) 
Ongoing fair value adjustment amounts are primarily recorded in Research and Development expense.
During the fiscal first quarter(3)    Classified as non-current other assets.
(4)    Classified within cash equivalents and current marketable securities.
(5)    Includes $589 million and $594 million, classified as non-current other liabilities as of 2020, theApril 4, 2021 and January 3, 2021, respectively. Includes $11 million and $39 million classified as current liabilities as of April 4, 2021 and January 3, 2021, respectively.
(6) Ongoing fair value adjustment amounts are primarily recorded in Research and Development expense.
The Company recorded a contingent consideration reversal of $983$983 million in 2020 related to the timing of certain developmental milestones associated with the Auris Health acquisition. The one-time reversal of the contingent consideration was recorded in Other income and expense. Asexpense, net.
12
Table of March 29, 2020 the estimated fair value of the remaining contingent consideration is $165 million. For additional details see Note 10 to the Consolidated Financial Statements. Content



12
Table of Contents


The Company's cash, cash equivalents and current marketable securities as of March 29, 2020April 4, 2021 comprised:
(Dollars in Millions)
Carrying Amount
 
Unrecognized Gain
 
Unrecognized Loss
 
Estimated Fair Value
 
Cash & Cash Equivalents
 
Current Marketable Securities
(Dollars in Millions)Carrying AmountUnrecognized GainUnrecognized LossEstimated Fair ValueCash & Cash EquivalentsCurrent Marketable Securities
Cash
$
2,499

 
—

 
—

 
2,499

 
2,499

 
 
Cash$2,247 0 0 2,247 2,247 
Non-U.S. sovereign securities(1)
90

 
—

 
—

 
90

 
90

 
—

Non-U.S. sovereign securities(1)
400 0 0 400 0 400 
U.S. reverse repurchase agreements
3,965

 
—

 
—

 
3,965

 
3,965

 
—

U.S. reverse repurchase agreements1,199 0 0 1,199 1,199 0 
Other reverse repurchase agreements
473

 
—

 
—

 
473

 
473

 
 
Other reverse repurchase agreements0 0 0 0 0 
Corporate debt securities(1)
2,135

 
1

 
(1
)
 
2,135

 
1,039

 
1,096

Corporate debt securities(1)
3,239 0 0 3,239 1,890 1,349 
Money market funds
2,424

 
—

 
—

 
2,424

 
2,424

 
 
Money market funds2,094 0 0 2,094 2,094 
Time deposits(1)
765

 
—

 
—

 
765

 
765

 
 
Time deposits(1)
947 0 0 947 947 
Subtotal
12,351

 
1

 
(1
)
 
12,351

 
11,255

 
1,096

 Subtotal10,126 0 0 10,126 8,377 1,749 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized Gain
 
Unrealized Loss
 
 
 
 
 
 
Unrealized GainUnrealized Loss
U.S. Gov't securities
5,418

 
4

 
—

 
5,422

 
4,260

 
1,162

U.S. Gov't securities14,228 1 0 14,229 4,268 9,961 
Other sovereign securitiesOther sovereign securities8 0 0 8 1 7 
Corporate debt securities
253

 
—

 
(2
)
 
251

 
15

 
236

Corporate debt securities256 0 0 256 25 231 
Subtotal available for sale debt(2)
$
5,671

 
4

 
(2
)
 
5,673

 
4,275

 
1,398

Subtotal available for sale debt(2)
$14,492 1 0 14,493 4,294 10,199 
Total cash, cash equivalents and current marketable securities
$
18,022

 
5

 
(3
)
 
18,024

 
15,530

 
2,494

Total cash, cash equivalents and current marketable securities$24,618 1 0 24,619 12,671 11,948 
(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 29, 2019January 3, 2021 the carrying amount was approximately 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 to fund current operations and are classified as cash equivalents and current marketable securities.

The contractual maturities of the available for sale securities as of March 29, 2020April 4, 2021 are as follows:
(Dollars in Millions)
 
Cost Basis
 
Fair Value
(Dollars in Millions)Cost BasisFair Value
Due within one year
 
$
5,632

 
5,635

Due within one year$14,486 14,487 
Due after one year through five years
 
39

 
38

Due after one year through five years6 6 
Due after five years through ten years
 
—

 
—

Due after five years through ten years0 0 
Total debt securities
 
$
5,671

 
5,673

Total debt securities$14,492 14,493 

13
Table of Content


13
Table of Contents


Financial Instruments not measured at Fair Value:
The following financial liabilities are held at carrying amount on the consolidated balance sheet as of March 29, 2020:April 4, 2021:
(Dollars in Millions)
 
Carrying Amount
 
Estimated Fair Value
 
 
 
 
 
Financial Liabilities
 
 
 
 
 
 
 
 
 
Current Debt
 
$
2,190

 
2,234

 
 
 
 
 
Non-Current Debt
 
 
 
 
3.55% Notes due 2021
 
449

 
463

2.45% Notes due 2021
 
350

 
356

0.250% Notes due 2022 (1B Euro 1.0980)
 
1,097

 
1,096

2.25% Notes due 2022
 
998

 
1,019

6.73% Debentures due 2023
 
250

 
301

3.375% Notes due 2023
 
804

 
875

2.05% Notes due 2023
 
499

 
512

0.650% Notes due 2024 (750MM Euro 1.0980)
 
821

 
826

5.50% Notes due 2024 (500 MM GBP 1.2023)
 
597

 
697

2.625% Notes due 2025
 
748

 
796

2.45% Notes due 2026
 
1,993

 
2,112

2.95% Notes due 2027
 
997

 
1,074

2.90% Notes due 2028
 
1,494

 
1,640

1.150% Notes due 2028 (750MM Euro 1.0980)
 
817

 
833

6.95% Notes due 2029
 
297

 
419

4.95% Debentures due 2033
 
498

 
661

4.375% Notes due 2033
 
856

 
1,099

1.650% Notes due 2035 (1.5B Euro 1.0980)
 
1,631

 
1,699

3.55% Notes due 2036
 
989

 
1,172

5.95% Notes due 2037
 
992

 
1,477

3.625% Notes due 2037
 
1,487

 
1,719

3.40% Notes due 2038
 
991

 
1,144

5.85% Debentures due 2038
 
696

 
1,072

4.50% Debentures due 2040
 
539

 
689

4.85% Notes due 2041
 
297

 
432

4.50% Notes due 2043
 
495

 
696

3.70% Notes due 2046
 
1,973

 
2,406

3.75% Notes due 2047
 
991

 
1,230

3.50% Notes due 2048
 
742

 
890

Other
 
5

 
5

Total Non-Current Debt
 
$
25,393

 
29,410


(Dollars in Millions)Carrying AmountEstimated Fair Value
Financial Liabilities  
Current Debt$3,350 3,380 
Non-Current Debt  
6.73% Debentures due 2023250 292 
3.375% Notes due 2023802 868 
2.05% Notes due 2023499 515 
0.650% Notes due 2024 (750MM Euro 1.1757)880 904 
5.50% Notes due 2024 (500 MM GBP 1.3799)687 808 
2.625% Notes due 2025749 797 
0.55% Notes due 2025996 982 
2.45% Notes due 20261,994 2,115 
2.95% Notes due 2027997 1,084 
0.95% Notes due 20271,494 1,445 
2.90% Notes due 20281,495 1,616 
1.150% Notes due 2028 (750MM Euro 1.1757)876 955 
6.95% Notes due 2029297 416 
1.30% Notes due 20301,743 1,642 
4.95% Debentures due 2033498 639 
4.375% Notes due 2033855 1,046 
1.650% Notes due 2035 (1.5B Euro 1.1757)1,749 2,035 
3.55% Notes due 2036990 1,117 
5.95% Notes due 2037992 1,422 
3.625% Notes due 20371,488 1,694 
3.40% Notes due 2038991 1,097 
5.85% Debentures due 2038696 992 
4.50% Debentures due 2040539 676 
2.10% Notes due 2040986 907 
4.85% Notes due 2041297 385 
4.50% Notes due 2043496 628 
3.70% Notes due 20461,974 2,257 
3.75% Notes due 2047992 1,146 
3.50% Notes due 2048742 827 
2.25% Notes due 2050984 883 
2.45% Notes due 20601,228 1,104 
Other7 6 
Total Non-Current Debt$30,263 33,300 

The weighted average effective interest rate on non-current debt is 3.26%2.98%.

The excess of the estimated fair value over the carrying value of debt was $3.0$5.4 billion at December 29, 2019.January 4, 2021.

14
Table of Content
The current debt balance as of April 4, 2021 includes $0.3 billion of commercial paper which has a weighted average interest rate of 0.12% and a weighted average maturity of two months.

Fair value of the non-current debt was estimated using market prices, which were corroborated by quoted broker prices and significant other observable inputs.


14
Table of Contents

NOTE 5 —— INCOME TAXES

The worldwide effective income tax rates for the fiscal first quarters of 20202021 and 20192020 were11.0% 16.6% and 15.2%11.0%, respectively. In the third fiscal quarter of 2019, Switzerland enacted the Federal Act on Tax Reform and AHV Financing (TRAF), which became effective on January 1, 2020. More information on the provisions of TRAF can be found in the Company’sCompany’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019.January 3, 2021. During the fiscal first fiscal quarter of 2020, the final canton where the Company maintains significant operations enacted TRAF legislation and, accordingly, the Company recorded an estimated deferred tax benefit of approximately $0.3$0.3 billion for the remeasurement of existing deferred tax liabilities offset by a related $0.2$0.2 billion increase in U.S. GILTI deferred taxes (or 1.3%(1.3% net impact onbenefit to the Q1 2020 effective tax rate). The Company is currently assessing and awaiting the approval for certain elective transition provisions in several cantons which include discussions with federal and cantonal tax authorities on the application of the new law. The Company has recorded the estimated impact of the transitional provisions based on the best available information for cantons where enactment has occurred, but the Company has not yet received final tax rulings in all cantons. Further, authoritative guidance from the relevant Swiss tax authorities may be issued in the future and additional revisions may be required in the fiscal period they are issued.

In the first fiscal quarter of 2020, the Company reducedreversed a contingent consideration liability related to the 2019 Auris Health acquisition that benefited the overall effective tax rate by 1.9% (see (for additional details see Note 1018 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for more details)the fiscal year ended January 3, 2021).

Additionally, the Company had more income in higher tax jurisdictions relative to lower tax jurisdictions, as compared to the same period in the prior fiscal year, driven primarily by the one-time charges in the first fiscal quarter of 2019 related to the impairment of the Alios in-process research and development intangible asset taxed in the U.S. at 21.0% andyear. The Company also had additional tax benefits received from stock basedstock-based compensation that were either exercised or vested during each of the fiscal first quarter. quarters.

As of March 29, 2020,April 4, 2021, the Company had approximately $3.2$3.3 billion of liabilities from unrecognized tax benefits. The Company conducts business and files tax returns in numerous countries and currently has tax audits in progress in a number of jurisdictions. 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 completion of this audit and settlement of the related tax liabilities in the fiscal year 2020. As of March 29, 2020, the Company has classified unrecognized tax benefits and related interest of approximately $0.2 billion as a current liability on the “Accrued taxes on Income” line of the Consolidated Balance Sheet. This is the amount expected to be paid over the next 12 months with respect to the IRS audit. During the first fiscal quarter of 2020, the Company made a payment of approximately $0.6 billion to the U.S. Treasury with respect to the 2010-2012 tax audit in anticipation of a final settlement later in the fiscal year 2020. The completion of this tax audit may result in additional adjustments to the Company’s unrecognized tax benefit liability.

In other major jurisdictions where the Company conducts business, the years that remain open to tax audit go back to the year 2006. The Company believes it is possible that tax audits may be completed over the next twelve months by taxing authorities in some jurisdictions outside of the United States. However, the Company is not able to provide a reasonably reliable estimate of the timing of any other future tax payments relating to uncertain tax positions.
15
Table of Content


NOTE 6 —— PENSIONS AND OTHER BENEFIT PLANS

Components of Net Periodic Benefit Cost
Net periodic benefit costs for the Company’sCompany’s defined benefit retirement plans and other benefit plans for the fiscal first quarters of 2020 and 2019include the following components:

15
Table of Contents

 
 
Retirement Plans
 
Other Benefit Plans
(Dollars in Millions)
 
March 29, 2020
 
March 31, 2019
 
March 29, 2020
 
March 31, 2019
Service cost
 
$
326

 
276

 
72

 
68

Interest cost
 
240

 
275

 
33

 
46

Expected return on plan assets
 
(614
)
 
(583
)
 
(2
)
 
(2
)
Amortization of prior service cost/(credit)
 
—

 
1

 
(8
)
 
(8
)
Recognized actuarial losses
 
223

 
144

 
36

 
32

Curtailments and settlements
 
19

 
(1
)
 
—

 
—

Net periodic benefit cost
 
$
194

 
112

 
131

 
136

 
 
 
 
 
 
 
 
 

Fiscal First Quarter Ended
 Retirement PlansOther Benefit Plans
(Dollars in Millions)April 4, 2021March 29, 2020April 4, 2021March 29, 2020
Service cost$353 326 77 72 
Interest cost193 240 20 33 
Expected return on plan assets(680)(614)(2)(2)
Amortization of prior service cost/(credit)(45)0 (8)(8)
Recognized actuarial losses314 223 38 36 
Curtailments and settlements1 19 0 0 
Net periodic benefit cost$136 194 125 131 

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 first quarter endedMarch 29, 2020,Three Months Ended April 4, 2021, the Company contributed $23$24 million and $9$10 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 29, 2019
 
$
(8,705
)
 
—

 
(6,891
)
 
(295
)
 
(15,891
)
Net change
 
(1,519
)
 
2

 
195

 
970

 
(352
)
March 29, 2020
 
$
(10,224
)
 
2

 
(6,696
)
 
675

 
(16,243
)

 ForeignGain/(Loss)EmployeeGain/(Loss)Total Accumulated
CurrencyOnBenefitOn DerivativesOther Comprehensive
(Dollars in Millions)TranslationSecuritiesPlans& HedgesIncome (Loss)
January 3, 2021$(8,938)1 (6,957)652 (15,242)
Net change276 0 233 (595)(86)
April 4, 2021$(8,662)1 (6,724)57 (15,328)

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.

16
Table of ContentsContent


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 first quarters ended March 29, 2020 and March 31, 2019:share:
 
 
Fiscal First Quarter Ended
(Shares in Millions)
 
March 29, 2020
 
March 31, 2019
Basic net earnings per share
 
$
2.20

 
1.41

Average shares outstanding — basic
 
2,633.7

 
2,660.8

Potential shares exercisable under stock option plans
 
126.0

 
136.7

Less: shares which could be repurchased under treasury stock method
 
(89.4
)
 
(99.4
)
Convertible debt shares
 
0.7

 
0.7

Average shares outstanding — diluted
 
2,671.0

 
2,698.8

Diluted net earnings per share
 
$
2.17

 
1.39


 Fiscal First Quarter Ended
(Shares in Millions)April 4, 2021March 29, 2020
Basic net earnings per share$2.35 2.20 
Average shares outstanding — basic2,631.6 2,633.7 
Potential shares exercisable under stock option plans128.4 126.0 
Less: shares which could be repurchased under treasury stock method(87.3)(89.4)
Convertible debt shares0 0.7 
Average shares outstanding — diluted2,672.7 2,671.0 
Diluted net earnings per share$2.32 2.17 

The diluted net earnings per share calculation for both the fiscal first quarters ended March 29, 2020 and March 31, 2019 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 first quarter ended April 4, 2021 excluded 9 million shares related to stock options, as the exercise price of these options was greater than their average market value. In the fiscal first quarter ended April 4, 2021, the Company did not have convertible debt.

The diluted net earnings per share calculation for the fiscal first quarter ended March 29, 2020 excluded 10 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 first quarter ended March 31, 201929, 2020 included all sharesthe dilutive effect of convertible debt that was offset by the related to stock options, as there were 0 options or other instruments which were anti-dilutive.


reduction in interest expense.





17
Table of ContentsContent

NOTE 9 —— SEGMENTS OF BUSINESS AND GEOGRAPHIC AREAS

SALES BY SEGMENT OF BUSINESS
 Fiscal First Quarter Ended
(Dollars in Millions)April 4,
2021		March 29,
2020		Percent
Change
Consumer Health   
OTC
     U.S.$599 689 (13.0)%
     International575 659 (12.8)
     Worldwide1,175 1,348 (12.9)
Skin Health/Beauty
     U.S.634 659 (3.9)
     International529 458 15.7 
     Worldwide1,163 1,117 4.1 
Oral Care
     U.S.163 176 (7.2)
     International254 219 16.0 
     Worldwide417 395 5.7 
Baby Care
     U.S.96 92 4.2 
     International293 269 8.9 
     Worldwide389 361 7.7 
Women's Health
     U.S.3 4 (25.8)
     International219 228 (3.9)
     Worldwide222 232 (4.3)
Wound Care/Other
     U.S.115 119 (3.0)
     International61 52 17.6 
     Worldwide177 171 3.3 
TOTAL Consumer Health
     U.S.1,611 1,740 (7.4)
     International1,932 1,885 2.5 
     Worldwide3,543 3,625 (2.3)
 
 
Fiscal First Quarter Ended
(Dollars in Millions)
 
March 29,
2020
 
March 31,
2019
 
Percent
Change
 
 
 
 
 
 
 
Consumer Health*
 
 
 
 
 
 
Baby Care
 
 
 
 
 
 
     U.S.
 
$
92

 
87

 
6.7
 %
     International
 
269

 
307

 
(12.4
)
     Worldwide
 
361

 
394

 
(8.2
)
Skin Health/Beauty
 
 
 
 
 
 
     U.S.
 
659

 
588

 
12.1

     International
 
458

 
502

 
(8.8
)
     Worldwide
 
1,117

 
1,090

 
2.5

Oral Care
 
 
 
 
 
 
     U.S.
 
176

 
151

 
16.2

     International
 
219

 
216

 
1.5

     Worldwide
 
395

 
367

 
7.6

OTC
 
 
 
 
 
 
     U.S.
 
689

 
507

 
35.9

     International
 
659

 
580

 
13.7

     Worldwide
 
1,348

 
1,087

 
24.1

Women's Health
 
 
 
 
 
 
     U.S.
 
4

 
3

 
32.0

     International
 
228

 
222

 
2.5

     Worldwide
 
232

 
225

 
2.9

Wound Care/Other
 
 
 
 
 
 
     U.S.
 
119

 
102

 
17.0

     International
 
52

 
53

 
(1.2
)
     Worldwide
 
171

 
155

 
10.7

TOTAL Consumer Health
 
 
 
 
 
 
     U.S.
 
1,740

 
1,438

 
21.0

     International
 
1,885

 
1,880

 
0.3

     Worldwide
 
3,625

 
3,318

 
9.2

* Previously referred to as Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
18


18
Table of ContentsContent

PHARMACEUTICAL
Immunology
     U.S.2,413 2,410 0.1 
     International1,501 1,228 22.3 
     Worldwide3,914 3,638 7.6 
     REMICADE®
     U.S.489 625 (21.7)
     U.S. Exports57 110 (48.4)
     International232 256 (9.4)
     Worldwide777 990 (21.5)
     SIMPONI / SIMPONI ARIA®
     U.S.255 272 (5.9)
     International307 258 18.9 
     Worldwide562 529 6.2 
     STELARA®
     U.S.1,331 1,217 9.4 
     International817 603 35.6 
     Worldwide2,148 1,819 18.1 
     TREMFYA®
     U.S.274 187 46.3 
     International143 109 32.0 
     Worldwide418 296 41.0 
     OTHER IMMUNOLOGY
     U.S.7 0 *
     International2 3 (38.4)
     Worldwide8 3 *
Infectious Diseases
     U.S.512 436 17.4 
     International494 483 2.3 
     Worldwide1,007 920 9.5 
     COVID-19 vaccine
     U.S.100 0 *
     International0 0 —
     Worldwide100 0 *
     EDURANT® / rilpivirine
     U.S.10 12 (12.3)
     International233 212 9.8 
     Worldwide243 224 8.6 
     PREZISTA® / PREZCOBIX® / REZOLSTA® / SYMTUZA®
     U.S.380 396 (3.8)
     International166 184 (9.9)
     Worldwide546 579 (5.8)
PHARMACEUTICAL
 
 
 
 
 
 
Immunology
 
 
 
 
 
 
     U.S.
 
2,410

 
2,163

 
11.4

     International
 
1,228

 
1,088

 
12.8

     Worldwide
 
3,638

 
3,251

 
11.9

     REMICADE®
 
 
 
 
 
 
     U.S.
 
625

 
774

 
(19.3
)
     U.S. Exports
 
110

 
76

 
44.3

     International
 
256

 
252

 
1.5

     Worldwide
 
990

 
1,102

 
(10.2
)
     SIMPONI / SIMPONI ARIA®
 
 
 
 
 
 
     U.S.
 
272

 
263

 
3.4

     International
 
258

 
261

 
(1.2
)
     Worldwide
 
529

 
524

 
1.1

     STELARA®
 
 
 
 
 
 
     U.S.
 
1,217

 
882

 
37.9

     International
 
603

 
523

 
15.2

     Worldwide
 
1,819

 
1,405

 
29.5

     TREMFYA®
 
 
 
 
 
 
     U.S.
 
187

 
168

 
11.5
     International
 
109

 
49

 
*
     Worldwide
 
296

 
217

 
36.4
     OTHER IMMUNOLOGY
 
 
 
 
 
 
     U.S.
 
—

 
—

 
—
     International
 
3

 
3

 
(6.9)
     Worldwide
 
3

 
3

 
(6.9)
 
 
 
 
 
 
 
Infectious Diseases
 
 
 
 
 
 
     U.S.
 
436

 
357

 
22.3

     International
 
483

 
489

 
(1.2
)
     Worldwide
 
920

 
846

 
8.7

     EDURANT® / rilpivirine
 
 
 
 
 
 
     U.S.
 
12

 
12

 
0.6

     International
 
212

 
199

 
6.4

     Worldwide
 
224

 
211

 
6.1

     PREZISTA® / PREZCOBIX® /                                                REZOLSTA® / SYMTUZA®
 
 
 
 
 
 
     U.S.
 
396

 
315

 
25.5

     International
 
184

 
208

 
(11.6
)
     Worldwide
 
579

 
523

 
10.8

     OTHER INFECTIOUS DISEASES
 
 
 
 
 
 
     U.S.
 
29

 
30

 
(3.4
)
     International
 
87

 
82

 
6.7

     Worldwide
 
116

 
112

 
4.0

 
 
 
 
 
 
 
19


19
Table of ContentsContent

     OTHER INFECTIOUS DISEASES
     U.S.21 29 (27.0)
     International96 87 9.7 
     Worldwide117 116 0.6 
Neuroscience
     U.S.771 748 3.2 
     International949 910 4.3 
     Worldwide1,721 1,658 3.8 
     CONCERTA® / methylphenidate
     U.S.47 52 (9.6)
     International123 118 4.5 
     Worldwide171 171 0.2 
     INVEGA SUSTENNA® / XEPLION® / INVEGA TRINZA® / TREVICTA®
     U.S.589 544 8.3 
     International376 339 11.0 
     Worldwide965 883 9.4 
     RISPERDAL CONSTA®
     U.S.67 76 (11.8)
     International89 94 (4.8)
     Worldwide157 170 (7.9)
     OTHER NEUROSCIENCE
     U.S.67 75 (9.8)
     International361 360 0.2 
     Worldwide428 435 (1.5)
Oncology
     U.S.1,377 1,175 17.2 
     International2,193 1,839 19.3 
     Worldwide3,570 3,013 18.5 
     DARZALEX®
     U.S.691 463 49.2 
     International674 474 42.2 
     Worldwide1,365 937 45.6 
     ERLEADA®
     U.S.171 119 44.0 
     International90 24  *
     Worldwide261 143 82.8 
     IMBRUVICA®
     U.S.444 432 2.8 
     International680 599 13.5 
     Worldwide1,125 1,031 9.0 
     ZYTIGA® / abiraterone acetate
     U.S.50 139 (64.2)
     International588 552 6.6 
     Worldwide638 690 (7.6)
Neuroscience
 
 
 
 
 
 
     U.S.
 
748

 
723

 
3.3

     International
 
910

 
905

 
0.5

     Worldwide
 
1,658

 
1,629

 
1.8

     CONCERTA® / methylphenidate
 
 
 
 
 
 
     U.S.
 
52

 
97

 
(46.1
)
     International
 
118

 
116

 
1.5

     Worldwide
 
171

 
214

 
(20.1
)
     INVEGA SUSTENNA® / XEPLION® / INVEGA TRINZA® / TREVICTA®
 
 
 
 
 
 
     U.S.
 
544

 
483

 
12.6

     International
 
339

 
307

 
10.3

     Worldwide
 
883

 
790

 
11.7

     RISPERDAL CONSTA®
 
 
 
 
 
 
     U.S.
 
76

 
77

 
(0.3
)
     International
 
94

 
102

 
(8.7
)
     Worldwide
 
170

 
179

 
(5.1
)
     OTHER NEUROSCIENCE
 
 
 
 
 
 
     U.S.
 
75

 
66

 
12.5

     International
 
360

 
379

 
(5.1
)
     Worldwide
 
435

 
446

 
(2.5
)
 
 
 
 
 
 
 
Oncology
 
 
 
 
 
 
     U.S.
 
1,175

 
962

 
22.1

     International
 
1,839

 
1,556

 
18.2

     Worldwide
 
3,013

 
2,518

 
19.7

     DARZALEX®
 
 
 
 
 
 
     U.S.
 
463

 
352

 
31.8

     International
 
474

 
277

 
70.9

     Worldwide
 
937

 
629

 
49.0

     ERLEADA® 
 
 
 
 
 
 
     U.S.
 
119

 
58

 
 *
     International
 
24

 
3

 
 *
     Worldwide
 
143

 
61

 
 *
     IMBRUVICA®
 
 
 
 
 
 
     U.S.
 
432

 
349

 
23.9

     International
 
599

 
435

 
37.8

     Worldwide
 
1,031

 
784

 
31.6

     VELCADE®
 
 
 
 
 
 
     U.S.
 
—

 
—

 
—
     International
 
108

 
263

 
(59.0
)
     Worldwide
 
108

 
263

 
(59.0
)
     ZYTIGA® / abiraterone acetate
 
 
 
 
 
 
     U.S.
 
139

 
185

 
(25.2
)
     International
 
552

 
494

 
11.7

     Worldwide
 
690

 
679

 
1.6

 
 
 
 
 
 
 
20


20
Table of ContentsContent

     OTHER ONCOLOGY(1)
     U.S.21 22 (5.1)
     International161 190 (15.3)
     Worldwide182 212 (14.2)
Pulmonary Hypertension
     U.S.573 486 18.0 
     International288 260 10.8 
     Worldwide861 745 15.5 
     OPSUMIT®
     U.S.272 229 18.5 
     International179 160 11.5 
     Worldwide450 389 15.6 
     UPTRAVI®
     U.S.259 212 21.9 
     International46 38 23.0 
     Worldwide305 250 22.0 
     OTHER PULMONARY HYPERTENSION
     U.S.42 44 (3.5)
     International63 62 1.4 
     Worldwide105 106 (0.6)
Cardiovascular / Metabolism / Other
     U.S.799 806 (0.9)
     International328 354 (7.2)
     Worldwide1,127 1,160 (2.8)
     XARELTO®
     U.S.589 527 11.7 
     International0 0 0 
     Worldwide589 527 11.7 
     INVOKANA® / INVOKAMET®
     U.S.87 117 (26.1)
     International63 58 9.2 
     Worldwide150 175 (14.4)
     PROCRIT® / EPREX®
     U.S.62 76 (18.3)
     International64 79 (18.1)
     Worldwide127 155 (18.2)
     OTHER
     U.S.60 85 (28.8)
     International201 217 (7.7)
     Worldwide261 302 (13.6)
TOTAL PHARMACEUTICAL  
     U.S.6,446 6,061 6.4 
     International5,753 5,073 13.4 
     Worldwide12,199 11,134 9.6 
     OTHER ONCOLOGY
 
 
 
 
 
 
     U.S.
 
22

 
18

 
20.1
     International
 
82

 
84

 
(2.7)
     Worldwide
 
104

 
102

 
1.3
 
 
 
 
 
 
 
Pulmonary Hypertension
 
 
 
 
 
 
     U.S.
 
486

 
430

 
13.0
     International
 
260

 
226

 
14.9
     Worldwide
 
745

 
656

 
13.7
     OPSUMIT®
 
 
 
 
 
 
     U.S.
 
229

 
172

 
33.0
     International
 
160

 
133

 
20.2
     Worldwide
 
389

 
306

 
27.4
     UPTRAVI®
 
 
 
 
 
 
     U.S.
 
212

 
176

 
20.7
     International
 
38

 
22

 
70.2
     Worldwide
 
250

 
198

 
26.2
     OTHER PULMONARY HYPERTENSION
 
 
 
 
 
 
     U.S.
 
44

 
82

 
(45.9)
     International
 
62

 
71

 
(12.4)
     Worldwide
 
106

 
152

 
(30.4)
 
 
 
 
 
 
 
Cardiovascular / Metabolism / Other
 
 
 
 
 
 
     U.S.
 
806

 
947

 
(14.9
)
     International
 
354

 
398

 
(11.0
)
     Worldwide
 
1,160

 
1,345

 
(13.8
)
     XARELTO®
 
 
 
 
 
 
     U.S.
 
527

 
542

 
(2.7
)
     International
 
—

 
—

 
—
     Worldwide
 
527

 
542

 
(2.7
)
     INVOKANA® / INVOKAMET®
 
 
 
 
 
 
     U.S.
 
117

 
154

 
(23.6
)
     International
 
58

 
49

 
18.6

     Worldwide
 
175

 
202

 
(13.5
)
     PROCRIT® / EPREX®
 
 
 
 
 
 
     U.S.
 
76

 
148

 
(48.5
)
     International
 
79

 
78

 
0.4

     Worldwide
 
155

 
226

 
(31.6
)
     OTHER
 
 
 
 
 
 
     U.S.
 
85

 
104

 
(18.0
)
     International
 
217

 
271

 
(19.7
)
     Worldwide
 
302

 
374

 
(19.2
)
 
 
 
 
 
 
 
TOTAL PHARMACEUTICAL
 
 
 
 
 
 
     U.S.
 
6,061

 
5,582

 
8.6

     International
 
5,073

 
4,662

 
8.8

     Worldwide
 
11,134

 
10,244

 
8.7

 
 
 
 
 
 
 
21


21
Table of ContentsContent

MEDICAL DEVICES
Interventional Solutions
     U.S.434 365 19.0 
     International514 362 42.0 
     Worldwide949 727 30.4 
Orthopaedics
     U.S.1,249 1,250 (0.1)
     International864 788 9.7 
     Worldwide2,113 2,038 3.7 
     HIPS
     U.S.210 206 2.4 
     International146 132 11.2 
     Worldwide357 337 5.8 
     KNEES
     U.S.185 214 (13.5)
     International132 130 2.0 
     Worldwide317 343 (7.6)
     TRAUMA
     U.S.450 407 10.7 
     International282 247 14.4 
     Worldwide733 654 12.1 
     SPINE, SPORTS & OTHER
     U.S.403 423 (4.8)
     International303 280 8.4 
     Worldwide706 703 0.4 
Surgery
     U.S.898 844 6.5 
     International1,474 1,257 17.3 
     Worldwide2,372 2,100 12.9 
     ADVANCED
     U.S.405 381 6.5 
     International713 567 25.7 
     Worldwide1,118 948 18.0 
     GENERAL
     U.S.493 463 6.5 
     International761 690 10.3 
     Worldwide1,254 1,153 8.8 
Vision
     U.S.472 439 7.4 
     International673 628 7.3 
     Worldwide1,145 1,067 7.3 
     CONTACT LENSES / OTHER
     U.S.371 346 7.2 
     International486 467 4.0 
     Worldwide857 814 5.3 
MEDICAL DEVICES
 
 
 
 
 
 
Interventional Solutions
 
 
 
 
 
 
     U.S.
 
365

 
343

 
6.6

     International
 
362

 
389

 
(6.9
)
     Worldwide
 
727

 
732

 
(0.6
)
Orthopaedics
 
 
 
 
 
 
     U.S.
 
1,250

 
1,318

 
(5.2
)
     International
 
788

 
885

 
(11.0
)
     Worldwide
 
2,038

 
2,204

 
(7.5
)
     HIPS
 
 
 
 
 
 
     U.S.
 
206

 
213

 
(3.6
)
     International
 
132

 
148

 
(11.2
)
     Worldwide
 
337

 
361

 
(6.7
)
     KNEES
 
 
 
 
 
 
     U.S.
 
214

 
223

 
(4.2
)
     International
 
130

 
146

 
(11.4
)
     Worldwide
 
343

 
369

 
(7.0
)
     TRAUMA
 
 
 
 
 
 
     U.S.
 
407

 
417

 
(2.3
)
     International
 
247

 
268

 
(8.0
)
     Worldwide
 
654

 
685

 
(4.5
)
     SPINE, SPORTS & OTHER
 
 
 
 
 
 
     U.S.
 
423

 
465

 
(8.9
)
     International
 
280

 
323

 
(13.3
)
     Worldwide
 
703

 
788

 
(10.7
)
Surgery
 
 
 
 
 
 
     U.S.
 
844

 
1,001

 
(15.7
)
     International
 
1,257

 
1,394

 
(9.8
)
     Worldwide
 
2,100

 
2,395

 
(12.3
)
     ADVANCED
 
 
 
 
 
 
     U.S.
 
381

 
404

 
(5.7
)
     International
 
567

 
576

 
(1.6
)
     Worldwide
 
948

 
980

 
(3.3
)
     GENERAL
 
 
 
 
 
 
     U.S.
 
463

 
597

 
(22.5
)
     International
 
690

 
818

 
(15.7
)
     Worldwide
 
1,153

 
1,414

 
(18.5
)
Vision
 
 
 
 
 
 
     U.S.
 
439

 
446

 
(1.6
)
     International
 
628

 
682

 
(8.0
)
     Worldwide
 
1,067

 
1,129

 
(5.5
)
     CONTACT LENSES / OTHER
 
 
 
 
 
 
     U.S.
 
346

 
321

 
7.7

     International
 
467

 
502

 
(7.0
)
     Worldwide
 
814

 
824

 
(1.3
)
     SURGICAL
 
 
 
 
 
 
     U.S.
 
93

 
125

 
(25.5
)
22


22
Table of ContentsContent

     SURGICAL
     U.S.101 93 8.2 
     International187 160 17.0 
     Worldwide288 253 13.7 
TOTAL MEDICAL DEVICES  
     U.S.3,054 2,898 5.4 
     International3,525 3,034 16.2 
     Worldwide6,579 5,932 10.9 
WORLDWIDE   
     U.S.11,111 10,699 3.9 
     International11,210 9,992 12.2 
     Worldwide$22,321 20,691 7.9 %
     International
 
160

 
180

 
(11.0
)
     Worldwide
 
253

 
305

 
(16.9
)
 
 
 
 
 
 
 
TOTAL MEDICAL DEVICES
 
 
 
 
 
 
     U.S.
 
2,898

 
3,109

 
(6.8
)
     International
 
3,034

 
3,350

 
(9.4
)
     Worldwide
 
5,932

 
6,459

 
(8.2
)
 
 
 
 
 
 
 
WORLDWIDE
 
 
 
 
 
 
     U.S.
 
10,699

 
10,129

 
5.6

     International
 
9,992

 
9,892

 
1.0

     Worldwide
 
$
20,691

 
20,021

 
3.3
 %

*Percentage greater than 100% or not meaningful
(1) Inclusive of VELCADE® which was previously disclosed separately

EARNINGS BEFORE PROVISION FOR TAXES BY SEGMENT
 
Fiscal First Quarter Ended
 Fiscal First Quarter Ended
(Dollars in Millions)
 
March 29,
2020
 
March 31,
2019
 
Percent
Change
(Dollars in Millions)April 4,
2021		March 29,
2020		Percent
Change
Consumer Health (1)
 
$
770

 
741

 
3.9
%
Consumer Health (1)
$788 770 2.3%
Pharmaceutical(2)
 
3,834

 
2,331

 
64.5

Pharmaceutical(2)
5,223 3,834 36.2
Medical Devices(3)
 
2,025

 
1,497

 
35.3

Medical Devices(3)
1,629 2,025 (19.6)
Segment earnings before provision for taxes
 
6,629

 
4,569

 
45.1

Segment earnings before provision for taxes7,640 6,629 15.3
Less: Expense not allocated to segments (4)
 
120

 
147

 
 

Less: Expense not allocated to segments (4)
211 120  
Worldwide income before tax
 
$
6,509

 
4,422

 
47.2
%
Worldwide income before tax$7,429 6,509 14.1%

(1) Consumer Health
•Includes a gainamortization expense of $0.1 billion in both the fiscal first quarter of 2021 and 2020.
$0.3 billion(2) related to the Company's previously held equity investment in Ci:z Holdings Co., Ltd. (DR. CI: LABO)Pharmaceutical
•Includes divestiture gains of $0.6 billion in the fiscal first quarter of 2019. Includes amortization expense of $0.1 billion in both2021 related to two brands outside the fiscal first quarters of 2020 and 2019, respectively. U.S.
  
(2) •Includes an in-process research and development expense of $0.9 billion related to the Alios asset in the fiscal first quarter of 2019. Includes litigation expense of $0.1 billion and $0.3 billion in the fiscal first quarter of 2020 and 2019, respectively. Includes an unrealized loss on securities of $0.3$0.3 billion in the fiscal first quarter of 2020 and an unrealized gain on securities2020.
•Includes litigation expense of $0.1$0.1 billion in the fiscal first quarter of 2019. Additionally,2020.
•Includes amortization expense of $0.9 billion and $0.8 billion in the fiscal first quarter of 2019 includes a research2021 and development expense of $0.3 billion for an upfront payment related to argenx. Includes amortization expense of $0.8 billion in both the fiscal first quarters of 2020, and 2019. respectively.

In fiscal 2020, the Company entered into a series of contract manufacturing arrangements for vaccine production with third party contract manufacturing organizations. These arrangements provide the Company with future supplemental commercial capacity for vaccine production and potentially transferable rights to such production if capacity is not required. Amounts paid and contractually obligated to be paid to these contract manufacturing organizations of approximately $1.0 billion are reflected in the prepaid expenses and other, other assets, accrued liabilities and other liabilities accounts in the Company's consolidated balance sheet upon execution of each agreement. Additionally, the Company has entered into certain vaccine development cost sharing arrangements with government related organizations.
(3) Medical Devices
•Includes a contingent consideration reversal of $1.0$1.0 billion in the fiscal first quarter of 2020 related to the timing of certain developmental milestones associated with the Auris Health acquisition.
•Includes litigationa restructuring related charge of $0.1 billion in both the fiscal first quarter of 2021 and 2020, respectively.
•Includes amortization expense of $0.1$0.3 billion and $0.2 billion in the fiscal first quarter of 2019. Includes a restructuring related charge of $0.1 billion2021 and amortization expense of $0.2 billion in both the fiscal first quarters of 2020, and 2019. respectively.

(4) Amounts not allocated to segments include interest income/expense and general corporate income/expense.
SALES BY GEOGRAPHIC AREA
 
 
Fiscal First Quarter Ended
(Dollars in Millions)
 
March 29, 2020
 
March 31, 2019
 
Percent
Change
United States
 
$
10,699

 
10,129

 
5.6
 %
Europe
 
4,827

 
4,609

 
4.7

Western Hemisphere, excluding U.S.
 
1,502

 
1,503

 
(0.1
)
Asia-Pacific, Africa
 
3,663

 
3,780

 
(3.1
)
Total
 
$
20,691

 
20,021

 
3.3
 %



23
Table of ContentsContent

NOTE 10— BUSINESS COMBINATIONS AND DIVESTITURES

SALES BY GEOGRAPHIC AREA
 Fiscal First Quarter Ended
(Dollars in Millions)April 4, 2021March 29, 2020Percent
Change
United States$11,111 10,699 3.9 %
Europe5,414 4,827 12.1 
Western Hemisphere, excluding U.S.1,424 1,502 (5.1)
Asia-Pacific, Africa4,372 3,663 19.4 
Total$22,321 20,691 7.9 %

NOTE 10— ACQUISITIONS AND DIVESTITURES

In the first fiscal quarter of 2021, in separate transactions, the Company divested two brands outside the U.S. within the Pharmaceutical segment. The Company recognized a pre-tax gain recorded in Other (income) expense, net, of approximately $0.6 billion.

During the fiscal first quarter of 2020, the Company completed the acquisition of all rights to the investigational compound bermekimab, which has multiple dermatological indications, along with certain employees from XBiotech Inc., for a purchase price of $0.8 billion.$0.8 billion. The fair value of the acquisition was allocated primarily to non-amortizable intangible assets, primarily IPR&D,&D, for $0.8 billion.$0.8 billion. XBiotech may be eligible to receive additional payments upon the receipt of certain commercialization authorizations. The transaction was accounted for as a business combination and included in the Pharmaceutical segment. Additionally, the Company completed the acquisition of all outstanding shares in Verb Surgical Inc., a company with world-class robotics and data science capabilities, including those shares previously held by Verily.
The transaction was accounted for as a business combination and included in the Medical Devices segment. The fair value of the acquisition was allocated primarily to non-amortizable intangible assets, primarily IPR&D,&D, for $0.4$0.4 billion,, goodwill for $0.2$0.2 billion,, other assets of $0.2$0.2 billion and liabilities assumed of $0.3 billion.$0.3 billion. The fair value of the Company's previously held equity investment in Verb Surgical Inc. was $0.4 billion. $0.4 billion.

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. As of
March 29, 2020, there were no valuation adjustments to the assets acquired but during the fiscal first quarter of 2020, the Company recorded Other income of $1.0 billion for the reversal of the contingent consideration related to the timing of certain developmental and commercial milestones, which are not expected to be met based on the Company’s current timelines. As of March 29, 2020, the fair value of the remaining contingent consideration is $0.2 billion. Further, the Company re-assessed the current value of the Auris IPR&D assets in connection with the modified development timeline and determined the fair value still exceeds the carrying value.
 
On January 17, 2019, the Company acquired 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. 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 DR. CI:LABO. NOTE 11 — LEGAL PROCEEDINGS

The Company treated this transaction as a business combination and included it in the Consumer Health segment. During the fiscal first quarter of 2020, the Company finalized the purchase price allocation. At March 29, 2020, 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 $0.4 billion. The adjustments made since the date of acquisition were $0.1 billion to intangible assets, accrued liabilities, deferred taxes on income and property, plant and equipment 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 Inc. to produce a range of products within the Ethicon Endo-Surgery and DePuy Synthes businesses. This transaction includes the transfer of certain employees and manufacturing sites. The majority of the transfers were completed in 2019 with a minor amount remaining in 2020. As of March 29, 2020, the assets held for sale on the Consolidated Balance Sheet were $0.1 billion of inventory and property, plant and equipment, net. For additional details on the global supply chain restructuring see Note 12 to the Consolidated Financial Statements.


24

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. Due to the ongoing impacts of the COVID-19 pandemic, certain trials have been rescheduled or delayed. The Company continues to monitor its legal proceedings as the situation develops.evolves.

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 March 29, 2020,April 4, 2021, 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 including timing of related payments. The ability to make such estimates and judgments can be affected by various factors including, among other things, 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; procedural or jurisdictional issues; the uncertainty and unpredictability of the number of potential claims; ability to achieve comprehensive multi-party settlements; complexity of related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or 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.

 
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
24
Table of Content
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. 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™ASR™ XL Acetabular System and DePuy ASR™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 March 29, 2020,April 4, 2021, in the United States there were approximately 940300 plaintiffs with direct claims in pending lawsuits regarding injuries allegedly due to the DePuy ASR™ASR™ XL Acetabular System and DePuy ASR™ASR™ Hip Resurfacing System; 9,5007,000 with respect to the PINNACLE®® Acetabular Cup System; 16,50012,200 with respect to pelvic meshes; 10,9009,200 with respect to RISPERDAL®®; 24,60010,200 with respect to XARELTO®®; 19,40028,900 with respect to body powders containing talc; 300 with respect to INVOKANA®®;and 3,5004,400 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, India and Italy. In

25

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 pendingthe 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 the Company's appeal to broaden the scope of participants.filed in that country. 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 also 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 had been organized as a multi-district litigation (MDL) in the United States District Court for the Southern District of West Virginia. In March 2021, the MDL Court entered an order closing the MDL. The MDL Court is remandinghas remanded cases for trial to the
25
Table of Content
jurisdictions where the case was originally filed and additional pelvic mesh lawsuits have been filed, and remain, outside of the MDL. 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 seeking damages for alleged injury resulting from Ethicon's pelvic mesh devices 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 November 2019, the Federal Court of Australia issued a judgment regarding its findings with respect to liability in relation to the three Lead Applicants and generally in relation to the design, manufacture, pre and post-market assessments and testing, and supply and promotion of the devices in Australia used to treat stress urinary incontinence and pelvic organ prolapse. In March 2020, the Court issued a decision and entered damages awards to the three Lead Applicants. The Company appealed the decision to the intermediate appellate court, the Full Court. The appeal was heard in February 2021 and, in March 2021, the Full Court entered a judgment dismissing the appeal. An application for special leave to the High Court of Australia was filed in April 2021. With respect to class members other group members, therethan the Lead Applicants, the Federal Court will beconduct an individual case assessment process whichthat will require proof of use and causally related loss.loss, although the form of that process has not yet been decided. The class actions in Canada are expected to bewere discontinued in 2020 as a result of a settlement of a group of cases, subject to court approval of the discontinuance.cases. 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. (Ethicon) 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) also has also been formed in New Jersey state court and assigned to Atlantic County for cases pending in New Jersey. In addition to the matters in the MDL and MCL, there are additional lawsuits pending in the United States District Court for the Southern District of Ohio, which are part of the MDL for polypropylene mesh devices manufactured by C.R. Bard, Inc., one multi-plaintiff lawsuit pending in Oklahoma state court and lawsuits pending outside the United States. Discovery is proceeding in these cases and certain of the cases are in preparation for trials.

Along with ETHICON PHYSIOMESH® lawsuits, there were a number of filings related toClaims have also been filed against Ethicon and Johnson & Johnson alleging personal injuries arising from the PROCEED®® Mesh and PROCEED®® Ventral Patch hernia mesh products.In March 2019, the New Jersey Supreme Court entered an order consolidating all PROCEED® and PROCEED® Ventral Patchthese cases pending in New Jersey as an MCL in Atlantic County Superior Court. Additional cases have been filed in various federal and state courts in the US, and in jurisdictions outside the US. Discovery is underway in these cases.

Ethicon and Johnson & Johnson also have been subject to claims for personal injuries arising from the PROLENE™ Polypropylene Hernia System (PHS). In September 2019, plaintiffs’ attorney filed an application with the New Jersey Supreme Court seeking centralized management of 107 PHS cases. The Company continuesNew Jersey Supreme Court granted plaintiffs application in January 2020 and those cases have also been transferred to receive information with respect to potential costsan MCL in Atlantic County Superior Court. There are now approximately 304 cases pending in the MCL and the anticipated numberdiscovery is underway in a subset of these cases.

The Company has established accruals with respect to product liability litigation associated with ETHICON PHYSIOMESH® ® Flexible Composite Mesh, PROCEED®® Mesh

26

and PROCEED®® Ventral Patch, products. In September 2019, plaintiffs’ attorney filed an application with the New Jersey Supreme Court seeking centralized management of 107 PROLENE™and PROLENE™ Polypropylene Hernia System cases. The New Jersey Supreme Court granted plaintiffs application in January 2020 and those will be transferred to an MCL in Atlantic County Superior Court.products.

Claims for personal injury have been made against Janssen Pharmaceuticals, Inc. and Johnson && Johnson arising out of the use of RISPERDAL®®, and related compounds, indicated for the treatment of schizophrenia, acute manic or mixed episodes associated with bipolar I disorder and irritability associated with autism. Lawsuits primarily 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 successfully defended a number of these cases but there have been verdicts against the Company, including a recent verdict in October 2019 of $8$8.0 billion of punitive damages related to one single plaintiff which was subsequentlythe trial judge reduced to $6.8 million in January 2020 to $6.8 million by the trial judge.2020. The Company will appeal the finaland plaintiff each are appealing this judgment. 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 (J&J);& Johnson; and JPI’sJPI’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 beenwere consolidated into a state mass tort litigation in Philadelphia, Pennsylvania and in a coordinated proceeding in Los Angeles, California. Class action lawsuits also have been filed in Canada. In March 2019, JPI and J&JJohnson & Johnson announced an agreement in principle to the settle the XARELTO®® cases in the United States; the settlement agreement was executed in May 2019, the settlement became final in December 2019, and the settlement was funded in January 2020.
26
Table of Content
This resolved the majority of cases pending in the United States. The Company has established accruals for its 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’SJOHNSON’S®® Baby Powder. The number of pending product liabilitypersonal injury lawsuits continues to increase, and the Company continues to receive information with respect to potential costs and the anticipated number of cases. Lawsuits primarily have been primarily filed in state courts in Missouri, New Jersey and California, as well asand suits have also been filed outside the United States. Cases filedThe majority of cases are pending in federal courts in the United States have beencourt, organized asinto a multi-district litigation (MDL) in the United States District Court for the District of New Jersey. In the multi-district litigation,MDL, the parties have movedsought to exclude experts known asthrough Daubert motions. The Court held Daubert hearings in mid-July 2019 and a final round of briefing was submitted to the Court. In April 2020, the Court issued rulings whichthat limit the scope of testimony, including some theories and testing methods, for certain plaintiff expert witnesses and denied theplaintiffs’ attempt to limit the scope of testimony of certain of the Company’sCompany’s witnesses. TheWith this ruling made, case-specific discovery has begun per the Court’s directive.

In talc cases that previously have gone to trial, the Company has successfully defendedobtained a number of these casesdefense verdicts, but there also have been verdicts against the Company, includingmany of which have been reversed on appeal. In June 2020, the Missouri Court of Appeals reversed in part and affirmed in part a verdict in July 2018 verdict of $4.7 billion in $4.7 billionIngham v. Johnson & Johnson, et al., No. ED 207476 (Mo. App.), reducing the overall award to $2.1 billion and, with additional interest as of April 4, 2021, as the Company pursues further appeal, is approximately $2.5 billion (the Ingham decision). An application for transfer of the case to the Missouri Supreme Court was subsequently denied. In March 2021, the Company filed a petition for certiorari, seeking a review of the Ingham decision by the United States Supreme Court. In April 2021, the Plaintiffs filed their opposition to the petition. The Company believescontinues to believe that it has strong legal grounds onfor the appeal to overturn these verdicts.of this verdict, as well as other talc verdicts that it has appealed. Notwithstanding the Company’s confidence in the safety of its talc products, in certain circumstances the Company has and may settle cases. The Company has established an accrual primarily for defense costs and reserves for the resolution of certain cases and claims, including the Ingham decision currently on appeal, in connection with product liability litigation associated with body powders containing talc.

In February 2019, the Company’sCompany’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 Imerys’Imerys’ potential liability for personal injury from exposure to talcum powder sold by Imerys (Talc Claims).  In its bankruptcy filing, Imerys noted certain claims it alleges it has 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 petitioned the United States District Court for the District of Delaware to establish federal jurisdiction of the state court talc lawsuits under 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 have been remanded.  The Company previously proposed to resolve Imerys' (and the Company’s)Company’s) obligations arising out of the Talc Claims by agreeing to assume the defense of litigation of all Talc Claims involving the Company's products, waiving the Company’sCompany’s indemnification claims against Imerys, and lifting the automatic stay to enable the Talc Claims to proceed outside the bankruptcy forum with the Company agreeing to settle or pay any judgment against Imerys. In addition,May 2020, Imerys and the asbestos claimants’ committee (Plan Proponents) filed their Plan of Reorganization (the Plan) and the Disclosure Statement related thereto agreeing to put its North American operations up for auction which was subsequently amended. The Company has objected to Imerys’ fourth requestthe Disclosure Statement and intends to extendobject to the time duringPlan of Reorganization as currently structured. Additionally, in June 2020, Cyprus Mines Corporation and its parent (Cyprus), which had owned certain Imerys talc mines, filed an adversary proceeding against the Company as well as Imerys seeking a declaration of indemnity under certain contractual agreements. The Company denies such indemnification is owed and filed a motion to dismiss the adversary complaint arguing, among other things, that the Court does not have subject matter jurisdiction over Cyprus’s claims against the Company. The Plan Proponents filed numerous amendments to the Plan and Disclosure Statement to which the debtor hasCompany objected. A hearing on the exclusive right to file aPlan Proponent’s Disclosure Statement was held in January 2021, and the Court entered an order approving the Disclosure Statement for the Ninth Amended Joint Chapter 11 plan. Plan of Reorganization of Imerys Talc America, Inc. and its Debtor Affiliates, allowing Debtors Imerys to proceed with soliciting votes on the Plan. In March 2021, the Company voted to reject the Debtors’ Plan and opted out of the consensual releases in the Plan. Discovery with respect to the Debtors’ Plan is ongoing and the Confirmation Hearing is set for August 2021. Relatedly, in February 2021, Cyprus filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code and Cyprus filed its Disclosure Statement and Plan. Also, in February 2021, several of the Company’s insurers involved in coverage litigation in New Jersey State Court (the “Coverage Action”) filed a motion in the Imerys Bankruptcy Court proceeding seeking a determination that the automatic stay does not apply to the Coverage Action and, in the alternative, seeking relief from the automatic stay to allow them to continue to litigate their claims in the Coverage Action. In March 2021, the Company filed a limited response and reservation of rights with respect to the motion. The Court entered an agreed order modifying the stay to allow the litigation in the Coverage Action to continue.

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 disclose alleged asbestos contamination in body powders containing talc, primarily JOHNSON'S®® Baby Powder,

27

and that purchasers of Johnson & Johnson’s& Johnson’s shares suffered losses as a result. Plaintiffs arePlaintiff is seeking damages. In April 2019, the Company moved to dismiss the complaint and briefing on the motion was complete as of August 2019. In December 2019, the
27
Table of Content
Court denied, in part, the motion to dismiss. In March 2020, Defendants answered the complaint. In March 2021 briefing on Plaintiffs’ motion for class certification was completed. Discovery is ongoing.

In October 2018,June 2019, 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. In June 2019, the shareholder filed an additional complaint initiating a summary proceeding in New Jersey state court for a books and records inspection. In August 2019, Johnson && Johnson responded to the books and records complaint and filed a cross motion to dismiss. In September 2019, Plaintiff replied and the Court heard oral argument. The Court has not yet ruled in the books and records action. In SeptemberOctober 2019, December 2019, and January 2020, four shareholders filed four separate derivative lawsuits against Johnson & Johnson as the nominal defendant and its current directors and certain officers as defendants in the United States District Court for the District of New Jersey, granted defendants’ motionalleging a breach of fiduciary duties related to dismiss the shareholder derivative lawsuit,alleged asbestos contamination in body powders containing talc, primarily JOHNSON’S® Baby Powder, and dismissed the complaint without prejudice. In October 2019, the shareholder filedthat Johnson & Johnson has suffered damages as a noticeresult of appeal with the United States Court of Appeals for the Third Circuit. In January 2020, the shareholder voluntarily dismissed his appeal, with prejudice. Four additional shareholder derivative lawsuits have been filed in New Jersey making similar allegations against the Company and its current directors and certain officers.those alleged breaches. In February 2020, thesethe four cases were consolidated into a single action under the caption In re Johnson && Johnson Talc Stockholder Derivative Litigation,. In July 2020, a report was delivered to the Company’s Board of Directors by independent counsel retained by the Board to investigate the allegations in the derivative lawsuits and in a series of shareholder letters that the Board received raising similar issues. Four of the shareholders have until Maywho sent demands are plaintiffs in the In re Johnson & Johnson Talc Stockholder Derivative Litigation. The independent counsel recommended that the Company reject the shareholder demands and take the steps that are necessary or appropriate to secure dismissal of the derivative lawsuits. The Board unanimously adopted the recommendations of the independent counsel’s report. In October 2020, to filethe shareholders filed a consolidated complaint, or identifyand in January 2021, Johnson & Johnson moved to dismiss the consolidated complaint. In March 2021, Plaintiffs filed a previously filed complaint as the operative complaint.motion for discovery. The Court temporarily terminated Johnson & Johnson’s motion to dismiss pending a decision on Plaintiff’s motion for discovery.

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’SJOHNSON’S®® Baby Powder. Plaintiffs are seeking damages and injunctive relief. In September 2019, Defendants filed a motion to dismiss. In April 2020, the Court granted theDefendants’ motion to dismiss but granted leave to amend. In June 2020, Plaintiffs filed an amended complaint, and in July 2020, Defendants moved to dismiss the amended complaint. As of October 2020, briefing on Defendants’ motion was complete. In February 2021, the Court granted Defendants’ motion, and granted Plaintiffs leave to amend. In April 2021, Plaintiffs informed the Court that they did not intend to file an amended complaint, and the Court dismissed the case with prejudice.

A lawsuit is pendingwas brought against the Company in the Superior Court of California for the County of San Diego alleging violations of California’sCalifornia’s Consumer Legal Remedies Act (CLRA) relating to JOHNSON’SJOHNSON’S®® Baby Powder. In that lawsuit, the plaintiffs allege that Johnson && Johnson violated the CLRA by failing to provide required Proposition 65 warnings. In July 2019, the Company filed a notice of removal to the United States District Court for the Southern District of California and plaintiffs filed a second amended complaint shortly thereafter. In October 2019, the Company moved to dismiss the second amended complaint for failure to state a claim upon which relief may be granted. In response to those motions, plaintiffs filed a third amended complaint. In December 2019, the Company moved to dismiss the third amended complaint for failure to state a claim upon which relief may be granted. In April 2020, the Court granted the motion to dismiss but granted leave to amend. In May 2020, plaintiffs filed a Fourth Amended Complaint but indicated that they would be filing a motion for leave to file a fifth amended complaint. Plaintiffs filed a Fifth Amended Complaint in August 2020. The Company moved to dismiss the Fifth Amended Complaint for failure to state a claim upon which relief may be granted. In January 2021, the Court issued an Order and opinion ruling in the Company’s favor and granting the motion to dismiss with prejudice. In February 2021, Plaintiffs filed a Notice of Appeal with the Ninth Circuit.

In January 2020, the Abtahi Law Group filed an action under Proposition 65 against Johnson && Johnson and Johnson && Johnson Consumer Inc. as well as a number of other alleged talcum powder manufacturers and distributors, including one California company. In that action, the plaintiff alleges contamination of talcum powder products with unsafe levels of arsenic, hexavalent chromium and lead. The plaintiff seeks civil penalties and injunctive relief. Defendants filed a motion for summary judgment in January 2021, and a hearing on the motion was held in April 2021. Limited informal discovery is continuing.

In addition, the Company has received preliminary inquiries and subpoenas to produce documents regarding thesetalc 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 cooperatingproduced documents as required in response and will continue to cooperate with government inquiries and continues to produce documents in response. inquiries.

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. LawsuitsIn December 2016, lawsuits filed in federal courts in the United States have beenwere organized as a multi-district litigation in the United States District Court for the District of New Jersey. Cases have also been filed in state courts. 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.


28
Table of ContentsContent

INTELLECTUAL PROPERTYClaims 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 ELMIRON®, a prescription medication indicated for the relief of bladder pain or discomfort associated with interstitial cystitis. These lawsuits, which allege that ELMIRON® contributes to the development of permanent retinal injury and vision loss, have been filed in both state and federal courts across the United States. In December 2020, lawsuits filed in federal courts in the United States, including two putative class action cases seeking medical monitoring, were 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. In addition, three 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 established accruals for defense costs associated with ELMIRON® related product liability litigation.

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’sCompany’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 theseSignificant matters are described below.

Medical Devices
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. 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 appealed, and the appellate court will conduct a hearing in June 2020.

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 SOFCAMTM 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, and 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 November 2019, judgment was entered in favor of DePuy. In December 2019, MedIdea filed a notice of appeal.

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. A bench trial concluded in March 2020. In April 2020, the district court issued a decision in Ethicon’s favor, finding that the ENSEAL® X1 device does not infringe any asserted claim.

In December 2016, Dr. Ford Albritton sued Acclarent, Inc. (Acclarent) in United States District Court for the Northern District of Texas alleging that Acclarent’sAcclarent’s RELIEVA®® Spin and RELIEVEA SpinPlus®® products infringe U.S. Patent No. 9,011,412 (the ’412 patent).9,011,412. Dr. Albritton also alleges breach of contract, fraud and that he is the true owner of Acclarent’sAcclarent’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

29

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. In October 2019, the Court of Appeals affirmed the USPTO’s Patent Trial and Appeal Board. In June 2019, the parties filed cross motions for summary judgment in the district court. The district court denied most motions for summary judgment, and trial will go forward on all of Dr. Albritton’s claims. The trial is scheduled to begin in September 2020.October 2021.

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 (collectively, Ethicon) alleging the manufacture and sale of VICRYL®® Plus Antibacterial Sutures, MONOCRYL®® Plus Antibacterial Sutures, PDS®® Plus Antibacterial Sutures, STRATAFIX®® PDS®® Antibacterial Sutures and STRATAFIX®® MONOCRYL® ® Plus Antibacterial Sutures infringe plaintiffs’plaintiffs’ United States Patent Nos. 6,596,296 (’296) and 7,033,603 (the ’603 patent)(’603) 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,United States Patent and Trademark Office (USPTO), seeking Inter Partes Review (IPR) of both asserted patents. Those petitions have been stayed byIn June 2020, the USPTO pending a decision bydenied institution of the U.S. Supreme Court in an unrelated case. The stay has been lifted’296 patent IPR and granted institution of the USPTO’s institution decision is expected in June 2020. ’603 patent IPR.UT dismissed the ’603’603 patent from the suit and no longer accuses PDS®® Plus Antibacterial Sutures or STRATAFIX®® PDS®® Plus Antibacterial Sutures of infringement. The previously scheduled district court trial is scheduled for June 2020.has been postponed.

In August 2018, Intuitive Surgical, Inc. and Intuitive Surgical Operations, Inc. (“Intuitive”)(collectively, Intuitive) filed a patent infringement suit against Auris Health, Inc. (“Auris”)(Auris) in United States District Court for the District of Delaware. In the suit, Intuitive alleges willful infringement of U.S. Patent Nos. 6,246,200 (’200 patent)(’200); 6,491,701 (’701 patent)(’701); 6,522,906 (’906 patent)(’906); 6,800,056 (’056 patent)(’056); 8,142,447 (’447 patent)(’447); 8,620,473 (’473 patent)(’473); 8,801,601 (’601 patent)(’601); and 9,452,276 (’276 patent)(’276) based on Auris’ Monarch™Auris’ Monarch™ Platform. Auris filed IPR Petitions for Inter Partes Review with the USPTOU.S. Patent and Trademark Office (USPTO) regarding the ’200, ’056, ’601 ’701, ’447, ’276’200, ’056, ’601 ’701, ’447, ’276 and ’906’906 patents. Intuitive subsequently dropped the ’200’200, ’473 and ’701’701 patents from the suit. In December 2019, the USPTO instituted review of the ’601’601 patent and denied review of the ’056’056 patent. In February and March 2020, the USPTO instituted review of the ’200, ’447, ’701’200, ’447, ’701 and ’906’906 patents and denied review of the ’276’276 patent. In December 2020, the USPTO declared all of the challenged claims in the ’601 patent to be invalid.Intuitive has appealed that decision. In March 2021, the USPTO ruled that the challenged claims of the ’447 and ’906 patents are not invalid. Auris has appealed that decision. The district courtDistrict Court postponed trial until the appeal of the invalidity decision on the ’601 patent is scheduled to begin in January 2021.complete.

In August 2019, RSB Spine LLC (“RSB Spine”)(RSB Spine) filed a patent infringement suit against DePuy Synthes, Inc. in United States District Court for the District of Delaware. In October 2019, RSB Spine amended the complaint to change the named defendants to DePuy Synthes Sales, Inc. and DePuy Synthes Products, Inc. In the suit, RSB Spine alleges willful infringement of United States Patent Nos. 6,984,234 and 9,713, 5379,713,537 by one or more of the following products: ZERO-P-VA™ZERO-P-VA™ Spacer,
29
Table of Content
ZERO-P®® Spacer, ZERO-P NATURAL™NATURAL™ Plate, SYNFIX®® LR Spacer and SYNFIX®® Evolution System. RSB Spine seeks monetary damages and injunctive relief. In November 2019, the suit was consolidated for pre-trial purposes with other patent infringement suits brought by RSB Spine in the United States District Court for the District of Delaware against Life Spine, Inc., Medacta USA, Inc., and Precision Spine, Inc., and Xtant Medical Holdings, Inc. In June 2020, the case was stayed pending IPR proceedings filed by the Consolidated Defendants involving the asserted patents.

In March 2020, Osteoplastics, LLC filed a patent infringement suit against DePuy Synthes, Inc., DePuy Synthes Products, Inc., Medical Device Business Services, Inc., and Synthes, Inc. (collectively, DePuy Synthes) in the United States District Court for the District of Delaware. In the suit, Osteoplastics alleges willful infringement of U.S. Patent Nos. 8,781,557; 9,929,920; 9,330,206; 9,626,756; 9,672,617; 9,672,302; and 9,275,191 based on the PROPLAN CMF® ® Virtual Surgical Planning Services and the TruMatch®® CMF Personalize Solutions. In April 2020, Osteoplastics filed an amended complaint to substitute U.S. Patent No. 9, 292,9209,292,920 for U.S. Patent No. 9,929,920. Osteoplastics seeks monetary damages and injunctive relief. In June 2020, DePuy Synthes filed a motion to dismiss the complaint. In October 2020, the Court dismissed Medical Device Business Services, Inc. from the case but otherwise denied the motion.Trial is scheduled for October 2022.

Pharmaceutical
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.

30


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. JBI seeks monetary damages and other relief. In October 2017, the district court in the Massachusetts action denied Celltrion and Hospira’s motion to dismiss for lack of standing. In July 2018, the district court in the Massachusetts action 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, and Celltrion and Hospira cross-appealed on the standing issue. In November 2019, the United States District Court for the District of Utah administratively closed the case against HyClone. In March 2020, the United States Court of Appeals for the Federal Circuit affirmed the decision of the United States District Court for the District of Massachusetts.

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)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),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 November 2017, Janssen Inc. and Janssen Oncology Inc. (collectively, 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’sApotex’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 ’422 patent)(’422). The final hearing concluded in May 2019. In October 2019, the courtCourt issued an order prohibiting the Canadian Minister of Health from approving Apotex’sApotex’s ANDS until the expiration of the ’422’422 patent. In November 2019, Apotex filed an appeal.appeal, which was dismissed in March 2021.

Beginning in January 2019, Janssen initiated Statements of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations in Canada against Apotex, Pharmascience Inc. (Pharmascience) and Dr. Reddy's Laboratories Ltd. and Dr. Reddy's Laboratories, Inc. (collectively, DRL) in response to those parties’ filing of Abbreviated New Drug Submissions (ANDS) seeking approval to market generic versions of ZYTIGA® before the expiration of the ’422 patent. The trial in these actions concluded in November 2020, and the Court issued a decision holding the ’422 patent invalid in January 2021. In February 2021, Janssen appealed the decision.

In January 2019,August 2020, Janssen initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Apotex and the Minister of HealthJAMP Pharma Corporation (Jamp) 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 the ’422 patent. The final hearing is scheduled to begin in October 2020.

In January 2019, Janssen initiated a Statement of Claim 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® 250 mg,before the expiration of the ’422 patent. The final hearing is scheduled to begin in October 2020.

In November 2019, Janssen initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Pharmascience and the Minister of Health in Canada in response to Pharmascience’sJamp’s filing of an ANDS seeking approval to market a generic version of ZYTIGA®, 500 mg, before the expiration of the ’422 patent. The final hearing is scheduled to begin in October 2020.

In June 2019, Janssen initiated a Statement of Claim 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 the ’422’422 patent. The final hearing is scheduled to begin in October 2020.In March 2021, the parties entered into a confidential settlement agreement.

31


In each of these Canadian actions, Janssen is seeking an order enjoining the defendants from marketing their generic versions of ZYTIGA®® before the expiration of the ’422’422 patent.

XARELTO® ®
Beginning in October 2015,In March 2021, Janssen Pharmaceuticals, Inc. (JPI) and Bayer Pharma AG and Bayer Intellectual Property GmbHAG (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 were 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 TevaLupin Limited and Lupin Pharmaceuticals, USA, Inc. and Teva Pharmaceutical Industries Ltd. (collectively, Teva) whoLupin) which filed an ANDA seeking approval to market a generic version of XARELTO®®
30
Table of Content
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.

U.S. Patent No. 10,828,310 (’310). In March 2020,this lawsuit, JPI and Bayer entered into settlement agreements with each of Alembic and Lupin. In April 2020, JPI and Bayer entered into settlement agreements with each of Aurobindo and Teva.

The consolidated ’218 cases involving InvaGen and Taro have been stayed.

In each of these lawsuits, JPI isare seeking an order enjoining the defendantsLupin from marketing their generic versionsversion of XARELTO®® before the expiration of the relevant patents.

PREZISTA® 

In January 2020, Janssen Products, L.P. and Janssen Sciences Ireland Unlimited Company (collectively, Janssen) initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Zydus Pharmaceuticals (USA), Inc. and Cadila Healthcare Ltd. (collectively, Zydus), who filed an ANDA seeking approval to market a generic version of PREZISTA® before the expiration of United States Patent Nos. 7,700,645, 8,518,987, 7,126,015 and 7,595,408. Janssen is seeking an order enjoining Zydus from marketing its generic version of PREZISTA® before the expiration of the relevant patents.

In April 2020, Janssen initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Marcan Pharmaceuticals Inc. (Marcan) and the Minister of Health in Canada in response to Marcan’s filing of an ANDS seeking approval to market a generic version of Prezista before the expiration of Canadian Patent No. 2,485,834

32

(the ’834 patent). Janssen is seeking an order enjoining Marcan from marketing its generic version of PREZISTA® before the expiration of the ’834’310 patent.

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 against a number of generic companies whothat filed ANDAs seeking approval to market generic versions of INVOKANA®®, INVOKAMET®® and/or INVOKAMET®® XR before expiration of MTPC’sMTPC’s United States Patent Nos. 7,943,582 (the ’582 patent)(’582) and/or 8,513,202 (the ’202 patent)(’202) relating to INVOKANA®®, INVOKAMET®® and/or INVOKAMET®® XR. Janssen is the exclusive licensee of the asserted patents. The following generic companies were named as 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 (DRL); Hetero USA, Inc., Hetero Labs Limited Unit V and Hetero Labs Limited;Named defendants include MSN Laboratories Private Ltd. and MSN Pharmaceuticals, Inc. (MSN); 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). These cases were consolidated into one action (Polymorph Main Action), which ishas been scheduled for trial starting in June 2020. In February 2020, the lawsuit against Macleods and DRL was dismissed.July 2021.


Beginning inIn July 2017, Janssen and MTPC filed a patent infringement lawsuitslawsuit in the United States District Court for the District of New Jersey against a number of generic companies whoZydus which filed ANDAs seeking approval to market generic versions of INVOKANA®® ,and INVOKAMET® and/or INVOKAMET® XR® before expiration of MTPC’sMTPC’s United States Patent No. 7,943,788 (the ’788 patent)(’788), 8,222,219 (the ’219 patent)(’219) and/or 8,785,403 (the ’403 patent)(’403) relating to INVOKANA®® ,and INVOKAMET® and/or  INVOKAMET®® XR(Compounds Main Action). Janssen is the exclusive licensee of the asserted patents. Trial concluded in October 2020. The followingCourt issued a decision holding that the patents are not invalid and would be infringed by Zydus’ generic companies were named as defendants:  Sandoz, Zydus and Aurobindo. These cases were consolidated into one action (Compound Main Action), which was scheduled for trial in May 2020 but is being rescheduled.  The lawsuit against Sandoz was dismissed in February 2020.  products.

In July 2019, Janssen and MTPC filed a patent infringement lawsuit in the United States District Court for the District of New Jersey against MSN, whowhich filed an ANDA seeking approval to market a generic version of INVOKAMET XR®® before expiration of the ’582’582 patent and ’202’202 patent relating to INVOKAMET XR®®. In October 2019, Janssen and MTPC initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against MSN, whowhich filed ANDAs seeking approval to market generic versions of INVOKANA®® and INVOKAMET XR®® before expiration of the ’788’788 patent. In October 2019, Janssen and MTPC initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against DRL,Dr. Reddy’s Laboratories, Inc. and Dr. Reddy’s Laboratories Ltd (DRL), who filed an ANDA seeking approval to market a generic version of INVOKAMET®® before expiration of the ’788’788 patent. In March 2020,January 2021, Janssen and MTPC initiated patent infringement lawsuits in the United States District Court for the District of New Jersey against Aurobindo, who filed an ANDA seeking approval to market a generic version of INVOKAMET XR® before expiration of the ’788 patent, ’219 patent, ’403 patent, ’582 patent, and ’202 patent. These lawsuits have not been consolidated with the Main Actions.

Janssen and MTPC entered into a settlement agreement with Indoco in March 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 ZydusMacleods Pharmaceuticals, (USA)Ltd. and Macleods Pharma USA, Inc. (Zydus) and Amneal Pharmaceuticals LLC (Amneal)(Macleods), each of whomwhich filed an ANDA seeking approval to market a generic version of OPSUMITINVOKAMET XR® before the expiration of United States Patent No. 7,094,781 (the ’781 patent). 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’582 patent and Zydus have stipulated’202 patent relating to infringement.INVOKAMET XR®. In February 2020, Actelion and Amneal entered into2021, Janssen filed a settlement agreement. The trialpatent infringement lawsuit in the United States District Court for the District of New Jersey against Zydus is scheduled to commence in October 2020.

In July 2019, ActelionMacleods Pharmaceuticals, Ltd. filed suit against Aurobindoand Macleods Pharma USA, Inc. and Aurobindo Pharma Limited (Aurobindo). Aurobindo(Macleods), which filed an ANDA seeking approval to market a generic version of OPSUMITINVOKANA®® before expiration of United States Patent No. 10,617,668 relating to INVOKANA®. These lawsuits have not been consolidated with the Polymorph Main Action or Compound Main Action.

In each of these U.S. lawsuits, Janssen and MTPC are seeking an order enjoining the defendant from marketing their generic versions of INVOKANA®, INVOKAMET® and/or, INVOKAMET XR® before the expiration of the relevant patents.

33

In October 2020, Janssen Inc., Janssen Pharmaceutica NV and MTPC initiated a Statement of Claim under Section 6 of the ’781 patent. Actelion isPatented Medicines (Notice of Compliance) Regulations against Sandoz Canada Inc. (Sandoz) in Canada in response to Sandoz’s filing of an ANDS seeking an order enjoining Defendants from marketingapproval to market a generic version of OPSUMITINVOKANA®® before the expiration of the ’781 patent. Trial against AurobindoCanadian Patent Nos. 2,799,204, 2,534,024 and 2,671,357. Janssen Inc., Janssen Pharmaceutica NV and MTPC are seeking an order enjoining Sandoz from marketing its generic version of INVOKANA® before the expiration of the relevant patents. The trial is scheduled to commencebegin in July 2021.August 2022.

OPSUMIT®

In May 2020, Janssen Inc. (Janssen) and Actelion initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Sandoz Canada Inc. (Sandoz) in Canada in response to Sandoz’s filing of an ANDS seeking approval to market a generic version of OPSUMIT® 10 mg,before the expiration of Canadian Patent No. 2,659,770 (’770). Trial is scheduled to begin in January 2022.

In May 2020, Janssen and Actelion initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Apotex Inc. (Apotex) in Canada in response to Apotex’s filing of an ANDS seeking approval to market a generic version of OPSUMIT® 10 mg,before the expiration of the ’770 patent. Trial is scheduled to begin in February 2022.

31
Table of Content
In July 2020, Janssen and Actelion initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against JAMP Pharma Corporation (JAMP) in Canada in response to JAMP’s filing of an ANDS seeking approval to market a generic version of OPSUMIT® 10 mg before the expiration of the ’770 patent and Canadian Patent No. 2,621,273 (’273). Trial is scheduled to begin in April 2022.

In each of these Canadian actions, Janssen and Actelion are seeking an order enjoining the defendants from marketing their generic versions of OPSUMIT® before the expiration of the relevant patents.

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), whowhich filed an ANDA seeking approval to market a generic version of INVEGA SUSTENNA®® before the expiration of United States Patent No. 9,439,906 (the ’906 patent)(’906). Trial was scheduled to beginconcluded in JuneOctober 2020, but is being rescheduled.and closing arguments were made in March 2021.

In August 2019, Janssen initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Mylan Laboratories Limited (Mylan), which filed an ANDA seeking approval to market a generic version of INVEGA SUSTENNA® before the expiration of the ’906 patent. In February 2020, Mylan filed a Petition for Inter Partes Review with the USPTO seeking to invalidate the ’906 patent. The USPTO denied the Petition in September 2020, and Mylan appealed. Janssen filed a motion to dismiss the appeal, which was granted in March 2021.

In December 2019, Janssen initiated a patent infringement lawsuit in the United States District Courts for the Districts of New Jersey and Delaware against Pharmascience Inc., Mallinckrodt PLC and Specgx LLC (collectively, Pharmascience), which filed an ANDA seeking approval to market a generic version of INVEGA SUSTENNA® before the expiration of the ’906 patent.

In each of these U.S. lawsuits, Janssen is seeking an order enjoining the defendant from marketing a generic version of INVEGA SUSTENNA® before the expiration of the relevant patents.

In February 2018, Janssen Inc. and Janssen Pharmaceutica NV (collectively, Janssen Canada) initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Teva Canada Limited (Teva Canada) in response to Teva's filing of an ANDS seeking approval to market a generic version of INVEGA SUSTENNA® before the expiration of Canadian Patent Nos. 2,309,629 (’629) and 2,655,335 (’335). Janssen subsequently discontinued the portion of the lawsuit relating to the ’629 patent. In May 2020, the Canadian Federal Court issued a Public Judgment and Reasons declaring that Teva Canada’s generic version of INVEGA SUSTENNA®, if approved, would infringe claims of the ’335 patent and that the claims of the ’335 patent are not invalid for obviousness. Teva Canada appealed.

In November 2020, Janssen Canada initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Pharmascience Inc. in response to Pharmascience Inc.'s filing of an ANDS seeking approval to market a generic version of INVEGA SUSTENNA® before the expiration of the ’335 patent. A summary trial on the issue of infringement is scheduled for November 2021. The trial is scheduled to begin in July 2022.

In January 2021, Janssen Canada initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Apotex Inc. (Apotex)in response to Apotex's filing of an ANDS seeking approval to market a generic version of INVEGA SUSTENNA® before the expiration of the ’335 patent. A summary trial on the issue of infringement is scheduled for December 2021. The trial is scheduled to begin in September 2022.

In each of these Canadian lawsuits, Janssen Canada is seeking an order enjoining the defendant from marketing a generic version of INVEGA SUSTENNA® before the expiration of the relevant patents.

INVEGA TRINZA®

In September 2020, Janssen Pharmaceuticals, Inc., Janssen Pharmaceutica NV, and Janssen Pharmaceuticals, Inc.Research & Development, LCC (collectively, Janssen) initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against Mylan Laboratories Limited, (Mylan)Mylan Pharmaceuticals Inc., whoand Mylan Institutional LLC (collectively, Mylan). Mylan filed an ANDA seeking approval to market a generic versionversions of INVEGA SUSTENNATRINZA®® before the expiration of the ’906 patent. In February 2020, Mylan filed a Petition for Inter Partes Review with the USPTO seeking to invalidate the ’906 patent.

In December 2019, Janssen Pharmaceutica NV and Janssen Pharmaceuticals, Inc. (collectively, Janssen) initiated a patent infringement lawsuit in the United States District Courts for the Districts of New Jersey and Delaware against Pharmascience Inc., Mallincrodt PLC and Specgx LLC (collectively, Pharmascience), who filed an ANDA seeking approval to market a generic version of INVEGA SUSTENNA® before the expiration of the ’906 patent.

In February 2018, Janssen Inc. and Janssen Pharmaceutica NV (collectively, Janssen) initiated a Statement of Claim 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 (the ’629 patent) and 2,655,335 (the ’335 patent). Janssen subsequently discontinued the portion of the lawsuitNo. 10,143,693 relating to the ’629 patent. The final hearing took place in February 2020. In April 2020, the Canadian Federal Court issued a Draft CONFIDENTIAL Judgment and Reasons (Draft Judgment) declaring that Teva’s generic version of INVEGA SUSTENNATRINZA®®, if approved, would infringe claims of the ’335 patent and that the claims of the ’335 patent are not invalid for obviousness. The Draft Judgment will be made final after the parties have made submissions on the redaction of any confidential information.

In April 2020, Janssen Inc. and Janssen Pharmaceutica NV (together, Janssen) initiated a Statement of Claim under Section 6 of the Patented Medicines (Notice of Compliance) Regulations against Pharmascience Inc. (Pharmascience) and the Minister of Health in response to Pharmascience'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 No. 2,655,335. 

In each of these lawsuits,. Janssen is seeking an order enjoining the defendantMylan from marketing a generic version of INVEGA SUSTENNATRINZA®® before the expiration of the relevant patent.


IMBRUVICA® ®
32
Table of Content

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 whothat filed ANDAs seeking approval to market generic versions of IMBRUVICA® ®140 mg capsulesbefore expiration of Pharmacyclics’ 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 named defendants include the following generic companies are named defendants:companies: Cipla Limited and Cipla USA Inc. (Cipla); Fresenius Kabi USA, LLC, Fresenius Kabi USA, Inc., and Fresenius Kabi Oncology Limited (Fresenius Kabi)(collectively, Cipla); Sandoz Inc. and Lek Pharmaceuticals d.d. (Sandoz); Shilpa Medicare Limited (Shilpa); Sun Pharma Global FZE(collectively, Sandoz). In January 2019 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,February 2019, Pharmacyclics and JBI filed a patentamended their complaint against Sandoz and Cipla, respectively, to allege infringement lawsuit in theof United States District Court for the DistrictPatent Nos. 10,125,140 and 10,106,548. In May 2019, Pharmacyclics and JBI amended their complaint against Cipla to further allege infringement of Delaware against Sun asserting United States Patent No. 10,004,746.

10,016,435. 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

34

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 FebruaryAugust 2019, Pharmacyclics and JBI amended their complaints against Cipla Shilpa, and SunSandoz to further allege infringement of United StatesU.S. Patent Nos. 10,106,548,10,294,231 and 10,125,140. 10,294,232. In August 2019, the Court granted a joint stipulation to stay the litigation against Cipla.

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)(collectively, Alvogen), whowhich 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 complaintscomplaint against Alvogen to further allege infringement of United States Patent No. 10,213,386.

In August 2019, PharmacyclicsTrial in the foregoing actions against Sandoz and JBI amended their complaints against Cipla, Fresenius, and Sandoz to further allege infringement of U.S. Patent Nos. 10,294,231 and 10,294,232 and amended their complaint against Sun to further allege infringement of U.S. Patent No. 10,294,232.Alvogen took place in October 2020.

In March 2019, Sandoz filed an Inter Partes Review (IPR) in the USPTO, seeking to invalidate United States Patent No. 9,795,604.

In February 2020, Pharmacyclics and JBI entered into settlement agreements with Fresenius Kabi.

In March 2020, Pharmacyclics and JBI filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Alvogen Zydus, Sun and Sandoz asserting infringement of United States Patent No. 10,478,439. In October 2020, Pharmacyclics and JBI amended their complaint against Alvogen to further allege infringement of U.S. Patent No. 10,653,696. In April 2021, the court entered a joint stipulation dismissing the complaint against Alvogen.

In April 2020, Pharmacyclics and JBI filed a patent infringement lawsuit in the United States District Court for the District of Delaware against Zydus whoWorldwide DMCC and Cadila Healthcare Limited (collectively, Zydus), which filed an ANDA seeking approval to market generic versions of IMBRUVICA®® tablets, asserting infringement of United States Patent Nos. 7,514,444, 8,003,309,8,008,309, 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, 10,125,140, 10,213,28610,213,386 and 10,478,439. In March 2021, JBI, Pharmacyclics and Zydus entered into a confidential settlement agreement.

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.

TRACLEER® 

In December 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 Zydus Pharmaceuticals (USA), Inc. and Cadila Healthcare Limited (collectively, Zydus), 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). Actelion is seeking an order enjoining Zydus from marketing its generic version of TRACLEER® before the expiration of the ’126 patent.

UPTRAVI® ®

In April 2020, Actelion Pharmaceuticals Ltd (Actelion) and Nippon Shinyaku Co., Ltd. (Nippon Shinyaku) initiated a patent infringement lawsuit in the United States District Court for the District of New Jersey against a number of generic companies whothat filed ANDAs seeking approval to market generic versions of UPTRAVI® ® before expiration of Nippon Shinyaku’sShinyaku’s United States Patent Nos. 7,205,302; 8,791,122; and 9,284,280 relating to UPTRAVI® ®.Actelion is the exclusive licensee of the asserted patents. The following generics are named defendants in the complaint:include Alembic Pharmaceuticals Limited and Alembic Pharmaceuticals Inc. (Alembic); MSN Laboratories Private Limited and MSN Pharmaceuticals Inc. (MSN); Aizant Drug Research Solutions Private Limited (Aizant); VGYAAN Pharmaceuticals LLC (VGYAAN)(collectively, Alembic); and Zydus Pharmaceuticals (USA), Inc. and Zydus Worldwide DMCC (Zydus) (collectively, Zydus).

Actelion and Nippon Shinyaku are seeking an order enjoining the defendants from marketing generic versions of UPTRAVI® ® before the expiration of the relevant patents.


35

GOVERNMENT PROCEEDINGS
Like other companies in the pharmaceutical, consumer health 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 withSuch regulation has been the basis of government agencies is ongoing.investigations and litigations. 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.


33
Table of Content
Average Wholesale Price (AWP) Litigation
Johnson && Johnson and several of its pharmaceutical subsidiaries (the J&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&J AWP Defendants were ultimately dismissed. The J&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. The case brought by Illinois was settled after trial. 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. All other cases have been resolved.

Opioid 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 2,9003,200 lawsuits 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). The majority of the cases have been filed by state and local governments. Similar lawsuits have also been filed by private plaintiffs and organizations, including but not limited to the following: individual plaintiffs on behalf of children suffering from Neonatal Abstinence Syndrome; hospitals; and health insurers/payors. To date, complaints against pharmaceutical companies,manufacturers, including Johnson && Johnson and JPI, have been filed by the state Attorneys General in Arkansas, Florida, Idaho, Illinois, Kentucky, Louisiana, Mississippi, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, South Dakota, Texas, Washington and West Virginia. 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, Arizona, Arkansas, California, Connecticut, Florida, Georgia, Illinois, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Mississippi, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina;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. There are more than 370380 cases pending in various state courts. There are over 2,6002,800 federal cases coordinated in a federal Multi-District Litigation (MDL) pending in the U.S. District Court for the Northern District of Ohio (MDL No. 2804).Ohio. In addition, the Province of British Columbia filed suit in Canada. In October 2019, an anti-trust complaint was filed by private plaintiffs in federal court in Tennessee and is pending transfer to the MDL. These actions allege a variety of claims related to opioid 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. 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.

The trial in the matter filed by the Oklahoma Attorney General resulted in a judgment against Johnson && Johnson and JPI in the amount of $572 million, subject to a final order to be issued by the court.  The court issued a final judgment reducing the amount to $465 million.$465 million. Johnson && Johnson and JPI have appealed the judgment. The Company believes that it has strong grounds to overturn this judgment. In October 2019 Johnson && Johnson and JPI announced a settlement of the first case set for trial in the MDL with two counties in Ohio. In April 2021, three California counties and the City of Oakland commenced a trial in California state court against Johnson & Johnson and JPI, and other affiliates, as well as three other pharmaceutical manufacturers. The trial is scheduled to last up to three months.


36

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’sGeneral’s Offices on behalf of approximately 38 states regarding a multi-state Attorney General investigation. In October 2019, the Company announced a proposed agreement in principle that would include the Company paying $4$4 billion as settlement of these matters. In October 2020, the Company agreed to contribute up to an additional $1 billion to an all-in settlement amount that would resolve opioid lawsuits filed and future claims by states, cities, counties and tribal governments, for a total of $5 billion which has been accrued, subject to various conditions and an agreement being finalized. This agreement in principle is not an admission of liability or wrong-doing and would resolve opioid lawsuits filed
34
Table of Content
and future claims by states, cities and counties. The Company has made progress towards negotiating a final settlement with a coalition of state Attorneys General. The Company cannot predict if or when the agreement will be finalized and individual cases are ongoing.
 
In August 2019, Johnson && Johnson received a grand jury subpoena from the United States Attorney’sAttorney’s Office for the Eastern District of New York for documents related to the Company’sCompany’s anti-diversion policies and procedures and distribution of its opioid medications, in what the Company understands to be part of a broader investigation into manufacturers’manufacturers’ and distributors’distributors’ monitoring programs and reporting under the Controlled Substances Act. In September 2019, Johnson && Johnson received subpoenas from the New York State Department of Financial Services (NYDFS) as part of an industry-wide inquiry into the effect of opioid prescriptions on New York health insurance premiums.  TheIn September 2020, the Company is cooperating and producing documents in responselearned that NYDFS filed a statement of charges related to this investigation.

From June 2017 through December 2019, the Company’s Board of Directors received a series of shareholder demand letters alleging breaches of fiduciary duties related to the various subpoenasmarketing of opioids. The Board retained independent counsel to investigate the allegations in the demands, and requests for information.in April 2020, independent counsel delivered a report to the Board recommending that the Company reject the shareholder demands and take the steps that are necessary or appropriate to secure dismissal of related derivative litigation.The Board unanimously adopted the recommendations of the independent counsel’s report.

In November 2019, one of the shareholders who sent a shareholderdemand filed a derivative complaint against Johnson && Johnson as the nominal defendant and certain current and former directors and officers as defendants in the Superior Court of New Jersey. The complaint alleges breaches of fiduciary duties related to the marketing of opioids, and that Johnson && Johnson has suffered damages as a result of those alleged breaches. In May 2020, the shareholder filed an amended complaint challenging the Board’s rejection of his demand. In August 2020, Johnson & Johnson moved to dismiss the amended complaint. In February 2021, the Court held oral argument on Johnson & Johnson's motion. In August 2020, another shareholder who sent a demand filed a separate derivative complaint in the same court making similar allegations. In October 2020, the Court granted defendants’ request to reassign the second-filed case to the division where the first-filed case is pending.

In December 2019, two additional shareholders who sent demands filed two separate derivative complaints making similar allegations against Johnson && Johnson as the nominal defendant and certain current and former directors and officers as defendants in the United States District for the District of New Jersey. The partiesIn April 2020, the two federal cases were consolidated into a single action captioned In re Johnson & Johnson Opioid Stockholder Derivative Litigation. In July 2020, the shareholders filed a consolidated complaint. In September 2020, Johnson & Johnson moved to those two cases are conferring regarding consolidationdismiss the consolidated complaint, and in December 2020, the shareholders opposed Johnson & Johnson’s motion. Johnson & Johnson filed its reply in February 2021. In July 2020, an additional shareholder who sent a scheduling stipulation.demand filed a derivative complaint in the same federal court making similar allegations against the same defendants named in the consolidated action. In January 2021, pursuant to an order in the consolidated action, the third case was consolidated into the consolidated action. In February 2021, the Court granted the shareholders motion to voluntarily dismiss the consolidated action without prejudice.

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™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.companies concerning the hip devices. In February 2016, the district courtDistrict Court granted the companies’companies’ motion to dismiss with prejudice, unsealed the qui tam complaint, and denied the qui tam relators’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’sDistrict Court’s dismissal in part, reversed in part, and affirmed the decision to deny the relators’relators’ request to file a third amended complaint. The relators’relators’ remaining claims are now pending before the district court. TheDistrict Court. In July 2020, the Court has grantedordered the relators’ to complete discovery by August 2020; the Relators have requested an extension of the August 2020 deadline that DePuy opposed and additional discovery-related motions have been filed by both parties since. In March 2021, DePuy filed its motion to staystrike and dismiss the relators’ second amended complaint. In March 2021, the District Court issued an order stating that if DePuy’s motion to strike and dismiss is denied, the court will hold a conference at which a limited period for remaining discovery pending adjudication of outstanding motions.will be established.

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). In May 2016, California and Washington filed civil complaints against Johnson && Johnson, Ethicon and Ethicon US, LLC alleging violations of their consumer protection statutes. Similar complaints were filed against the companies by the following states: Kentucky, Mississippi, West Virginia and Oregon. In April 2019, Johnson & &
35
Table of Content
Johnson and Ethicon settled the Washington case. The California case started trial in July 2019 and concluded in September 2019. The trial date for the Kentucky case was scheduled for September 2019 but has been adjourned and no new trial date has been scheduled. The trial date for the Mississippi case is scheduled for April 2021. In October 2019, Johnson && Johnson and Ethicon settled the multi-state investigation with 41 other states and the District of Columbia. In January 2020, the Court in California issued a statement of decision, finding in favor of the State of California, and awarded civil penalties in the amount of $344$344 million. In April 2020, the Court in California denied the Company's motion for a new trial. In August 2020, the Court entered judgment with respect to the penalties of $344 million,. but denied the Attorney General’s request for injunctive relief. The Company intends to appealis appealing the decision.penalty judgment. In April 2020, the Company settled the West Virginia case. In October 2020, the Company settled with the Attorney General of Oregon. In November 2020, the Company settled with the Attorney General of Mississippi.
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

37

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 violated the Mississippi Consumer Protection Act by
failing 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 matter is stayed pending interlocutory appeal of a December 2018 denial of Johnson && Johnson and JJCI's motion for summary judgment. The Mississippi Supreme Court granted J&JJohnson & Johnson and JJCI's request to file an interlocutory appeal of the denial of the motion for summary judgment in late 2019. In April 2021, the Mississippi Supreme Court dismissed the Company’s interlocutory appeal and remanded the case back to the Hinds County Chancery Court.

In January 2020, the State of New Mexico filed a consumer protection case alleging that the Company deceptively marketed and sold its talcum powder products by making misrepresentations about the safety of the products and the presence of carcinogens, including asbestos. The State of New Mexico filed an Amended Complaint in March 2020. The Company moved to dismiss certain of the claims in the Amended Complaint, which was granted. The Company then filed a motion for partial judgment on the pleadings in December 2020, which was denied. The New Mexico Attorney General has issued requests for documents and the Company anticipates the document production will commence in mid-2021.

Forty-oneForty-two states have commenced a joint investigation into the Company’sCompany’s marketing of its talcum powder products. At this time, the multi-state group has not asserted any claims against the Company, nor has the multi-state group sought anyCompany. Five states have issued Civil Investigative Demands seeking documents orand other information. The Company has entered into a tolling agreement with the States and has begun to produce responsive documents.

In March 2016, Janssen Pharmaceuticals, Inc. (JPI) received a Civil Investigative Demand from the United States Attorney’sAttorney’s Office for the Southern District of New York related to JPI’sJPI’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. The Company has provided documents in response to the demand.

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 February 2021, the Court stayed the case and ordered mediation.

In March 2017, Janssen Biotech, Inc. (JBI) 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 August 2019, the UnitesUnited States Department of Justice notified Janssen Biotech, Inc.JBI that it was closing the investigation. Subsequently, the United States District Court for the District of Massachusetts unsealed a qui tam False Claims Act complaint, which was served on the Company. The Department of Justice had declined to intervene in the qui tam lawsuit in August 2019. The Company has filed a motion to dismiss, the relator’s complaint. which was granted in part and denied in part. Discovery is underway.

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. The Company has provided documents in response to the subpoenas.

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.(DePuy) spinal implants at three hospitals in Boston as well as interactions of employees of Company subsidiaries with physicians at these
36
Table of Content
hospitals. Johnson && Johnson and DePuy Synthes, Inc. have produced documents in response to the subpoena and are fully cooperating with the government’sgovernment’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 IndúIndústria e ComéComércio de Produtos para SaúSaúde Ltda. The authorities appear to be investigating allegations of possible anti-competitive behavior and possible improper payments in the medical device industry. The Company continues to respond to inquiries regarding the Foreign Corrupt Practices Act from the United States Department of Justice and the United States Securities and Exchange Commission have made additional inquiries, and Johnson & Johnson do Brasil Indústria e Comércio de Produtos para Saúde Ltda.is cooperating with those requests.

38

Commission.

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, twoMarch 2018, a purported class actions wereaction was filed in federal court, one in the United StatesCircuit Court Third Judicial District Court for the Central District of California and one in the United States District Court for the Southern District ofMadison County, 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 forPowder. The complaint seeks damages but does not allege personal injuries.injury. In October 2016, both cases were transferred2020, JJCI moved to dismiss the complaint.

In December 2013, Janssen Ortho LLC (Janssen Ortho) sued 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,in the United States Court of Appeals forInternational Trade (the Classification Litigation) seeking a determination that darunavir ethanolate (the active pharmaceutical ingredient in PREZISTA®) is exempt from duties upon importation into 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.

United States. 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 toFebruary 2020, 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 was held in July 2019. In February 2020, the Court ruled that darunavir ethanolate is eligible for duty free treatment. In April 2020, the United States filed a Notice of Appealappealed that ruling to the United States Court of Appeals for the Federal Circuit. In August 2020, US CBP formally rejected Janssen’s Supplemental Petition challenging the penalties assessment and demanded payment of the mitigated penalty. In October 2020, US CBP agreed to not refer the matter to the Office of Chief Counsel, pending resolution of the related Classification Litigation. In April 2021, the Federal Circuit denied the United States’ appeal in the Classification Litigation.

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'Discovery and pre-trial 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 were denied in November 2019. practice are complete. No trial date has been set.

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 November 2020, Defendants moved to dismiss the complaint.

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 were filed on behalf of direct and indirect purchasers were filedof REMICADE® against Johnson && Johnson and Janssen Biotech, Inc. (collectively, Janssen) alleging that Janssen’s has violated federal antitrust laws through its contracting strategies for REMICADE®® contracting strategies violated federal and state antitrust and consumer laws and seeking damages and injunctive relief. In November 2017, the. The cases were consolidated for pre-trial purposes as In re REMICADE® Antitrust Litigation in United States District Court for the Eastern District of Pennsylvania as In re Remicade Antitrust Litigation. Motions to dismiss were denied in both the directPennsylvania. The consolidated complaint seeks damages and indirect purchaser cases. A motion to compel

39

arbitration of the direct purchaser case was denied by the district court. The United States Court of Appeals for the Third Circuit reversed the district court's ruling.injunctive relief. Discovery is ongoing.

37
Table of Content
In June 2018, Walgreen Co. and Kroger Co,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. In February 2020, the United States Court of Appeals for the Third Circuit reversed the District Court’sCourt’s decision. Discovery is ongoing.

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’sJanssen’s REMICADE®® contracting practices violate federal antitrust laws. The Company has produced documents and information responsive to the Civil Investigative Demand.
 
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 in United States District Court for the District of Columbia, 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 July 2020, the District Court dismissed the complaint. In January 2020,2021, plaintiffs filed a Third Amended Complaint adding further plaintiffsappealed the District Court’s decision to the lawsuit. In February 2020,United States Court of Appeals for the Company moved to dismiss the Third Amended Complaint.District of Columbia Circuit.

In October 2018, two separate putative class actions were filed against Actelion Pharmaceutical Ltd., Actelion Pharmaceuticals US,U.S., 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 required by the Food and Drug Administration, 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 October 2019, the Court granted Actelion’sActelion’s motion to dismiss the amended complaint. Plaintiffs have appealedIn April 2021, the decision.United States Court of Appeals for the Fourth Circuit reversed and remanded.
 
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. In September 2019, Janssen has moved to dismiss the complaint. In February 2021, the judge has set a renewed schedule for the Company's motion to dismiss, with briefs to be fully submitted by early July 2021.

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 (collectively, Janssen) and BTG International Limited in the United States District Court for the Eastern District of Virginia.Virginia on behalf of indirect purchasers of ZYTIGA®. Several additional complaints were filed thereafter in Virginia and New Jersey.The indirect purchaser complaints generally allege that the defendants violated the antitrust and consumer protections laws of several states and the Sherman Act by pursuing patent litigation relating to ZYTIGA®® in order to delay generic entry.entry and seek damages. The Virginia cases have been transferred to the United States District Court for the District of New Jersey and consolidated with the New Jersey casecase. A consolidated amended complaint was filed in February 2021. In April 2021, Janssen moved to dismiss the Indirect Purchaser Action. In May 2020, a class action complaint was filed against Janssen Biotech Inc., Janssen Oncology, Inc., Janssen Research & Development LLC and BTG International Limited in the United States District Court for pretrial purposes.  the District of New Jersey, on behalf of direct purchasers of ZYTIGA®.The direct purchaser complaint alleges that defendants violated the Sherman Act by pursuing patent litigation relating to ZYTIGA® in order to delay generic entry, and seek damages and injunctive relief. In April 2021, Janssen moved to compel arbitration of the Direct Purchaser Action.

In May 2019, a class action antitrust complaint was filed against Janssen R&D&D Ireland (Janssen) and Johnson && Johnson in the United States District Court for the Northern District of California. The complaint alleges that Janssen violated federal and state antitrust and consumer protection laws by agreeing to exclusivity provisions in its agreements with Gilead concerning the development and marketing of combination antiretroviral therapies (cART) to treat HIV. The complaint also alleges that Gilead entered into similar agreements with Bristol-Myers-SquibbBristol-Myers Squibb and Japan Tobacco. In March 2020, the Court granted in part and denied in part defendants’defendants’ motions to dismiss. Plaintiffs filed an amended complaint in April 2020. Defendants moved to
38
Table of Content
dismiss the amended complaint. In July 2020, the Court granted in part and denied in part the renewed motion to dismiss. Discovery is ongoing.

In October 2019, Innovative Health, LLC filed a complaint against Biosense Webster, Inc. (BWI) in the United States District Court for the Middle District of California. The complaint alleges that certain of BWI’sBWI’s business practices and contractual terms violate the antitrust laws of the United States and the State of California by restricting competition in the sale of High Density Mapping Catheters and Ultrasound Catheters. In January 2020, BWI filed a motion to dismiss the complaint.In August 2020, the Court granted in part and denied in part BWI’s motion to dismiss. Discovery is ongoing.

In November 2019, Johnson && Johnson received a demand for indemnification from Pfizer Inc., pursuant to the 2006 Stock and Asset Purchase Agreement between the Company and Pfizer. Also in November 2019, Johnson && Johnson, Inc. received a

40

demand for indemnification from Sanofi Consumer Health, Inc., pursuant to the 2016 Asset Purchase Agreement between J&J,&J, Inc. and Sanofi. In January 2020, Johnson && Johnson received a demand for indemnification from Boehringer Ingelheim Pharmaceuticals, Inc., pursuant to the 2006 Asset Purchase Agreement among the Company, Pfizer, and Boehringer Ingelheim. The notices seek indemnification for legal claims related to over-the-counter ZantacZANTAC® (ranitidine) products. Plaintiffs in the underlying actions allege that ZantacZANTAC® and other over-the-counter ranitidine medications contain unsafe levels of NDMA (N-nitrosodimethylamine) and can cause and/or have caused various cancers in patients using the products, and seek injunctive and monetary relief.

In October 2020, Fortis Advisors LLC (Fortis), in its capacity as representative of the former stockholders of Auris Health Inc. (Auris), filed a complaint against Johnson && Johnson, Ethicon Inc., and certain named officers and employees (collectively, Ethicon) in the Court of Chancery of the State of Delaware. The complaint alleges breach of contract, fraud, and other causes of action against Ethicon in connection with Ethicon’s acquisition of Auris in 2019. The complaint seeks damages and other relief. In December 2020, Ethicon moved to dismiss certain causes of action in the complaint. Oral argument on the motion to dismiss is scheduled for June 2021.

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

The

39
Table of Content

NOTE 12— RESTRUCTURING

In the fiscal second quarter of 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 first quarter of 2020,2021, the Company recorded a pre-tax charge of $118$104 million,, which is included on the following lines of the Consolidated Statement of Earnings, $58$53 million in restructuring, $15$27 million in cost of products sold and $45$24 million in other (income) expense.expense, net. Total project costs of approximately $1.0$1.4 billion have been recorded since the restructuring was announced. See the following table for additional details on the restructuring program.

In total, the Company expects the Global Supply Chain actions to generate approximately $0.6$0.6 billion to $0.8$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$1.9 billion to $2.3$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 spendingrestructuring expenses through the fiscal first quarter of 2020:2021:
(Dollars in Millions)
Severance
Asset Write-offs
Other(2)
 
Total
(Dollars in Millions)SeveranceAsset Write-offs
Other(2)
Total
Reserve balance, December 29, 2019
$
164

—

16

 
180

Reserve balance, January 3, 2021Reserve balance, January 3, 2021$135 0 9 144 
 
 
 
 
Current year activity:


 

Current year activity:
Charges
—

11

107

 
118

 Charges0 14 90 104 
Cash payments
(6
)
—

(99
)
 
(105
)
 Cash payments(5)0 (91)(96)
Settled non cash
—

(11
)
(17
)
(3) 
(28
)
 Settled non cash0 (14)0(14)
 
 
 
 
Reserve balance, March 29, 2020(1)
$
158

—

7

 
165

Reserve balance, April 4, 2021(1)
Reserve balance, April 4, 2021(1)
$130 0 8 138 
(1) Cash outlays for severance are expected to be substantially paid out over the next 2 years18 months in accordance with the Company's plans and local laws.
(2) Other includes project expense such as salaries for employees supporting these initiatives and consulting expenses.
(3) Relates to pension related actuarial losses associated with the transfer of employees to Jabil Inc. as part of the strategic collaboration.

The Company continuously reevaluates its severance reserves related to restructuring and the timing of payments due to the planned release of associates regarding several longer-term projects. The Company believes that the existing severance reserves are sufficient to cover the Global Supply Chain plans given the period over which the actions will take place. The Company will continue to assess and make adjustments as necessary if additional amounts become probable and estimable.


4140
Table of ContentsContent

Item 1A.
RISK FACTORS

The Company faces a number of uncertainties and risks that are difficult to predict and many of which are outside of the Company's control. For a detailed discussion of the risks that affect our business, please refer to Part I, Item IA, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2019. There have been no material changes to the risk factors as previously disclosed in the Company's Annual Report on Form 10-K, except as follows:
 
Global health crises and pandemics, such as the global outbreak of the novel coronavirus (COVID-19), could cause disruptions in our business.
 
The recent global outbreak of COVID-19 could cause disruptions to the Company's business and have a negative impact on the Company's revenues and operating results. While the Company has robust business continuity plans in place across its global supply chain network to help mitigate the impact of COVID-19, these efforts may not completely prevent its business from being adversely affected. The extent to which COVID-19 impacts the Company's operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak and any prolonged restrictive measures implemented in order to control the spread of the disease. In particular, the continued global spread of COVID-19 could adversely impact the Company's operations, including, among other things, its manufacturing operations, supply chain, sales and marketing and clinical trial operations. Any of these factors could adversely affect the Company's business, operating results or financial condition.


42
Table of Contents


Item 2 — MANAGEMENT’S— MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Sales to Customers

Analysis of Consolidated Sales
 
 
For the fiscal first quarter of 2020,2021, worldwide sales were $20.7$22.3 billion,, a total increase of 3.3%7.9%, includingwhich included operational growth of 4.8%5.5% and a positive currency impact of 2.4% as compared to 20192020 fiscal first quarter sales of $20.0 billion. Currency fluctuations had a negative impact of 1.5% for the fiscal first quarter of 2020.$20.7 billion. In the fiscal first quarter of 2020,2021, the net impact of acquisitions and divestitures on worldwide operational sales growth was a negative 0.8%0.5%. The estimated impact of COVID-19 on worldwide operational sales was approximately negative 1.0%.

Sales by U.S. companies were $10.7$11.1 billion in the fiscal first quarter of 2020,2021, which represented an increase of 5.6%3.9% as compared to the prior year. In the fiscal first quarter of 2020,2021, the net impact of acquisitions and divestitures on the U.S. operational sales growth was a negative 1.1%.negligible. Sales by international companies were $10.0$11.2 billion,, an a total increase of 1.0%12.2%, includingwhich included operational growth of 4.0%, offset by7.3% and a negativepositive currency impact of 3.0% as compared to the fiscal first quarter sales of 20194.9%. In the fiscal first quarter of 2020,2021, the net impact of acquisitions and divestitures on the international operational sales growth was a negative 0.5%0.9%.

In the fiscal first quarter of 2020,2021, sales by companies in Europe achieved growth of 4.7%12.1%, which included operational growth of 7.5% partially offset by4.7% and a negativepositive currency impact of 2.8%7.4%. Sales by companies in the Western Hemisphere, excluding the U.S., experienced a sales decline of 0.1%5.1%, which included operational growth of 8.5%, offset by a negative currency impact of 8.6%5.1%. Sales by companies in the Asia-Pacific, Africa region experienced a sales decline of 3.1%achieved growth 19.4%, including an operational declinegrowth of 1.9%13.7% and a negativepositive currency impact of 1.2%5.7%.



chart-b8607435d54a5f21b12.jpgchart-eb63a61350b35d38a99.jpgjnj-20210404_g1.jpgjnj-20210404_g2.jpg


Note: values may have been rounded


43
41
Table of ContentsContent



Analysis of Sales by Business Segments

Consumer Health* Health
 
 
 
 
 
 
 
 
 
 
 
Consumer Health segment sales in the fiscal first quarter of 20202021 were $3.6$3.5 billion,, an increase a decrease of 9.2%2.3% as compared to the same period a year ago, including an operational growthdecline of 11.3%3.3% and a negativepositive currency impact of 2.1%1.0%. U.S. Consumer Health segment sales increaseddeclined by 21.0%7.4%. International Consumer Health segment sales increased by 0.3%2.5%, including operational growth of 3.9% partially offset by0.5% and a negativepositive currency impact of 3.6%2.0%. In the fiscal first quarter of 2020,2021, the net impact of acquisitions and divestitures on the Consumer Health segment operational sales growth was a positive 0.3%negative 0.4%. The estimated net impact of COVID-19 on the Consumer Health segment operational sales growth was a positive 7.0% primarily driven by increased stocking.

Major Consumer Health*Health Franchise Sales — — Fiscal First Quarter Ended
(Dollars in Millions)
 
March 29, 2020
 
March 31, 2019
 
Total
Change
 
Operations
Change
 
Currency
Change
OTC
 
$
1,348

 
$
1,087

 
24.1
 %
 
25.8
 %
 
(1.7
)%
Skin Health/Beauty**
 
1,117

 
1,090

 
2.5

 
3.5

 
(1.0
)
Oral Care
 
395

 
367

 
7.6

 
9.8

 
(2.2
)
Baby Care
 
361

 
394

 
(8.2
)
 
(4.9
)
 
(3.3
)
Women’s Health
 
232

 
225

 
2.9

 
9.2

 
(6.3
)
Wound Care/Other
 
171

 
155

 
10.7

 
11.8

 
(1.1
)
Total Consumer Health* Sales
 
$
3,625

 
$
3,318

 
9.2
 %
 
11.3
 %
 
(2.1
)%
* Previously referred to as Consumer
** Previously referred to as Beauty
(Dollars in Millions)April 4, 2021March 29, 2020Total
Change		Operations
Change		Currency
Change
OTC$1,175 $1,348 (12.9)%(14.8)%1.9 %
Skin Health/Beauty1,163 1,117 4.1 2.8 1.3 
Oral Care417 395 5.7 4.5 1.2 
Baby Care389 361 7.7 9.5 (1.8)
Women’s Health222 232 (4.3)(2.6)(1.7)
Wound Care/Other177 171 3.3 2.2 1.1 
Total Consumer Health Sales$3,543 $3,625 (2.3)%(3.3)%1.0 %

The OTC franchise achievedexperienced an operational growthdecline of 25.8%14.8% as compared to the prior year fiscal first quarter. Growth was primarilyThe results reflect negative comparisons due to prior year COVID-19 pantry loading and category declines driven by COVID-19 related demand,weaker Cough, Cold and Flu season due to social distancing and lockdowns. Partially offsetting declines were timing of shipments, e-commerce strength, and U.S. share gains primarily in TYLENOL® ® , ZYRTEC® and MOTRINPEPCID® ® in analgesics, upper respiratory including ZYRTECas well as strong international sales of NICORETTE®®, digestive health and ZARBEES® Naturals..

The Skin Health/Beauty franchise achieved operational growth of 3.5%2.8% as compared to the prior year fiscal first quarter. Growth was primarily driven by sales fromattributable to international NEUTROGENA®® and DABAO® as well as worldwide AVEENO® ®products due
to strength in e-commerce, new product innovations and COVID-19 related recovery. Results were partially offset by U.S. COVID-19 related impactsmarket contraction in the Asia Pacific region. make-up wipes and competitive pressures in NEUTROGENA®.

The Oral Care franchise achieved operational growth of 9.8%4.5% as compared to the prior year fiscal first quarter primarily due to market growth forsales of LISTERINE® ® mouthwash dueoutside the U.S. related to COVID-19 as well as new U.S. product innovation. category growth driven by increased consumer focus on oral hygiene and strong promotions partially offset by divestitures.

The Baby Care franchise experienced anachieved operational declinegrowth of 4.9%9.5% as compared to the prior year fiscal first quarter. Growth was attributable to sales of JOHNSON'Sfirst® quarter. The decline wasproducts outside the U.S. primarily in Latin America and Asia Pacific due to increased COVID-19 related impacts in the Asia Pacific and Europe regions and the U.S. Baby Center divestiture partially offset by strength indemand coupled with AVEENO® ®baby. baby growth in e-commerce globally.

The Women’sWomen’s Health franchise achievedexperienced an operational growthdecline of 9.2%2.6% as compared to the prior year fiscal first quarter primarily driven by o.b. increasedinternal sanitary protection and liners due to prior year COVID-19 related demandimpact comparisons primarily in Germany andEurope, partially offset by growth in napkins primarily in Asia Pacific and Latin America.
 
The Wound Care/Other franchise achieved operational growth of 11.8%2.2% as compared to the prior year fiscal first quarter. Growth was primarily due to U.S. market growthstrong performance in NEOSPORIN® and BAND-AID® Brand Adhesive Bandageshand hygiene primarily due to increased demand related to COVID-19.

and new promotional campaigns coupled with U.S. share gains partially offset by prior year COVID-19 impact comparisons.
44
42
Table of ContentsContent


Pharmaceutical
 
 
 
 
 
 
 
 
 
 
 
Pharmaceutical segment sales in the fiscal first quarter of 20202021 were $11.1$12.2 billion,, an increase of 8.7%9.6% as compared to the same period a year ago, with an operational increase of 10.1%7.1% and a negativepositive currency impact of 1.4%2.5%. U.S. Pharmaceutical sales increased 8.6%6.4% as compared to the same period a year ago. International Pharmaceutical sales increased by 8.8%13.4%, including operational growth of 12.0%7.9% and a negativepositive currency impact of 3.2%5.5%. In the fiscal first quarter of 2020,2021, the net impact of acquisitions and divestitures on the Pharmaceutical segment operational sales growth was a negative 0.1%0.3%. Adjustments to previous reserve estimates as compared to the prior year, positively impacted the Pharmaceutical segment operational growth by approximately 1.0%, primarilywere $0.2 billion in the Immunology, Infectious Diseasesboth fiscal first quarters of 2021 and Oncology therapeutic areas. The estimated net impact of COVID-19 on the Pharmaceutical segment operational sales growth was a positive 1.0% primarily driven by increased prescriptions being filled to ensure there is access to essential medicines.2020.

Major Pharmaceutical Therapeutic Area Sales* — * — Fiscal First Quarter Ended
(Dollars in Millions)
 
March 29, 2020
 
March 31, 2019
 
Total
Change
 
Operations
Change
 
Currency
Change
Immunology
 
$
3,638

 
$
3,251

 
11.9
 %
 
13.1
 %
 
(1.2
)%
     REMICADE®
 
990

 
1,102

 
(10.2
)
 
(9.3
)
 
(0.9
)
     SIMPONI®/ SIMPONI ARIA®
 
529

 
524

 
1.1

 
3.0

 
(1.9
)
     STELARA®
 
1,819

 
1,405

 
29.5

 
30.6

 
(1.1
)
     TREMFYA®
 
296

 
217

 
36.4

 
37.3

 
(0.9
)
     Other Immunology
 
3

 
3

 
(6.9
)
 
(5.6
)
 
(1.3
)
 Infectious Diseases
 
920

 
846

 
8.7

 
11.0

 
(2.3
)
     EDURANT®/rilpivirine
 
224

 
211

 
6.1

 
8.7

 
(2.6
)
     PREZISTA®/ PREZCOBIX®/ REZOLSTA®/ SYMTUZA®
 
579

 
523

 
10.8

 
12.8

 
(2.0
)
     Other Infectious Diseases
 
116

 
112

 
4.0

 
6.6

 
(2.6
)
 Neuroscience
 
1,658

 
1,629

 
1.8

 
3.1

 
(1.3
)
     CONCERTA®/ methylphenidate
 
171

 
214

 
(20.1
)
 
(19.0
)
 
(1.1
)
     INVEGA SUSTENNA®/ XEPLION®/ INVEGA TRINZA®/ TREVICTA®
 
883

 
790

 
11.7

 
12.9

 
(1.2
)
     RISPERDAL CONSTA®
 
170

 
179

 
(5.1
)
 
(3.5
)
 
(1.6
)
     Other Neuroscience
 
435

 
446

 
(2.5
)
 
(0.8
)
 
(1.7
)
 Oncology
 
3,013

 
2,518

 
19.7

 
21.8

 
(2.1
)
     DARZALEX®
 
937

 
629

 
49.0

 
51.6

 
(2.6
)
     ERLEADA®(1)
 
143

 
61

 
 *
 
 *
 
 *
     IMBRUVICA®
 
1,031

 
784

 
31.6

 
34.1

 
(2.5
)
     VELCADE®
 
108

 
263

 
(59.0
)
 
(58.2
)
 
(0.8
)
     ZYTIGA®/ abiraterone acetate
 
690

 
679

 
1.6

 
3.5

 
(1.9
)
     Other Oncology
 
104

 
102

 
1.3

 
4.1

 
(2.8
)
 Pulmonary Hypertension
 
745

 
656

 
13.7

 
14.7

 
(1.0
)
     OPSUMIT®
 
389

 
306

 
27.4

 
28.8

 
(1.4
)
     UPTRAVI®
 
250

 
198

 
26.2

 
26.8

 
(0.6
)
     Other Pulmonary Hypertension(2)
 
106

 
152

 
(30.4
)
 
(29.6
)
 
(0.8
)
 Cardiovascular / Metabolism / Other
 
1,160

 
1,345

 
(13.8
)
 
(13.1
)
 
(0.7
)
     XARELTO®
 
527

 
542

 
(2.7
)
 
(2.7
)
 
—

     INVOKANA®/ INVOKAMET®
 
175

 
202

 
(13.5
)
 
(12.9
)
 
(0.6
)
     PROCRIT®/ EPREX®
 
155

 
226

 
(31.6
)
 
(31.0
)
 
(0.6
)
     Other
 
302

 
374

 
(19.2
)
 
(17.4
)
 
(1.8
)
Total Pharmaceutical Sales
 
$
11,134

 
$
10,244

 
8.7
 %
 
10.1
 %
 
(1.4
)%
(Dollars in Millions)April 4, 2021March 29, 2020Total
Change		Operations
Change		Currency
Change
Immunology$3,914 $3,638 7.6 %5.5 %2.1 %
     REMICADE®
777 990 (21.5)(22.2)0.7 
     SIMPONI®/ SIMPONI ARIA®
562 529 6.2 3.7 2.5 
     STELARA®
2,148 1,819 18.1 15.4 2.7 
     TREMFYA®
418 296 41.0 37.8 3.2 
     Other Immunology8 3 ***
 Infectious Diseases1,007 920 9.5 7.1 2.4 
     COVID-19 vaccine100 — **— 
     EDURANT®/rilpivirine
243 224 8.6 0.2 8.4 
     PREZISTA®/ PREZCOBIX®/ REZOLSTA®/ SYMTUZA®
546 579 (5.8)(5.9)0.1 
     Other Infectious Diseases117 116 0.6 (1.2)1.8 
 Neuroscience1,721 1,658 3.8 1.6 2.2 
     CONCERTA®/ methylphenidate
171 171 0.2 (3.2)3.4 
     INVEGA SUSTENNA®/ XEPLION®/ INVEGA TRINZA®/ TREVICTA®
965 883 9.4 6.9 2.5 
     RISPERDAL CONSTA®
157 170 (7.9)(10.1)2.2 
     Other Neuroscience428 435 (1.5)(2.5)1.0 
 Oncology3,570 3,013 18.5 14.6 3.9 
     DARZALEX®
1,365 937 45.6 42.2 3.4 
     ERLEADA®
261 143 82.8 79.7 3.1 
     IMBRUVICA®
1,125 1,031 9.0 5.6 3.4 
     ZYTIGA®/ abiraterone acetate
638 690 (7.6)(12.9)5.3 
     Other Oncology(1)
182 212 (14.2)(17.9)3.7 
 Pulmonary Hypertension861 745 15.5 13.7 1.8 
     OPSUMIT®
450 389 15.6 13.5 2.1 
     UPTRAVI®
305 250 22.0 20.9 1.1 
     Other Pulmonary Hypertension105 106 (0.6)(2.7)2.1 
 Cardiovascular / Metabolism / Other1,127 1,160 (2.8)(4.1)1.3 
     XARELTO®
589 527 11.7 11.7 — 
     INVOKANA®/ INVOKAMET®
150 175 (14.4)(16.1)1.7 
     PROCRIT®/ EPREX®
127 155 (18.2)(20.3)2.1 
     Other261 302 (13.6)(16.4)2.8 
Total Pharmaceutical Sales$12,199 $11,134 9.6 %7.1 %2.5 %
* Percentage greater than 100% or not meaningful
**Certain prior year amounts have been reclassified to conform to current year presentation

45
Table of Contents

(1) Previously included in Other Oncology
(2) Inclusive of TRACLEERVELCADE® ® which was previously disclosed separately


43
Table of Content


Immunology products achieved operational growth of 13.1%5.5% as compared to the same period a year ago driven by strong uptake of STELARA®® (ustekinumab) in Crohn's disease and increased COVID-19 related demand,Ulcerative Colitis and strength in TREMFYA® ® (guselkumab) in Psoriasis expanded indications of SIMPONI ARIA® (golimumab), and U.S. immunology market growth. Immunologyuptake in Psoriatic Arthritis. This was negatively impactedpartially offset by lower sales of REMICADE® ® (infliximab) due to increased discounts/rebates and biosimilar competition.

The patents for REMICADE® (infliximab)in certain countries in Europe expired in February 2015. Biosimilar versions of REMICADE®® have been introduced in the United States and certain markets outside the United States resulting in a reduction in sales of REMICADE® in those markets. Additional biosimilar competition will likely result in a further reduction in REMICADE® sales in markets outside the United States. In the United States, a biosimilar version of REMICADE® was introduced in 2016, and additional competitors continue to enter the market. Continued infliximab biosimilar competition in the U.S. market will result in a further reduction in U.S. sales of REMICADE®®. See Note 11 to the Consolidated Financial Statements for a description of legal matters regarding the REMICADE® patents.

Infectious disease products achieved operational growth of 11.0%7.1% as compared to the same period a year ago. Strong salesago primarily due to the contribution of SYMTUZAthe recently authorized COVID-19 vaccine and uptake of ®,JULUCA® ®and(dolutegravir/rilpivirine).increasedCOVID-19 related demand wereThis was partially offset by lower sales of PREZISTA® ® and PREZCOBIX®®/REZOLSTA®® (darunavir/cobicistat) due to increased competition and loss of exclusivity of PREZISTA® ® in certain countries outside the U.S.

Neuroscience products achieved operational sales growth of 3.1%1.6% as compared to the same period a year ago. Paliperidone long-acting injectables growth was driven by strong sales of INVEGA SUSTENNA®®/XEPLION®® (paliperidone palmitate) and INVEGA TRINZA®®/TREVICTA®® from new patient starts and persistence, was partially offset by cannibalization of RISPERDAL CONSTA® (risperidone) and generic competition on CONCERTA®/methylphenidate. persistence.
 
Oncology products achieved strong operational sales growth of 21.8%14.6% as compared to the same period a year ago. Contributors to the growth were strong sales of DARZALEX®® (daratumumab) driven by patient uptakecontinued strong market growth, share gains in all linesregions and solid uptake from the recent launch of therapy, IMBRUVICA® (ibrutinib) due to increased patient uptake globally and increased COVID-19 related demand and the subcutaneous formulation; the continued global launch uptake of ERLEADA®® (apalutamide). Additionally, strong and IMBRUVICA® (ibrutinib) growth driven by market leading share and increased persistence as patients extend the duration of therapy, partially offset by COVID-19 related market dynamics including new patient starts and longer-term scripts written in the same period a year ago. The growth was negatively impacted by declining sales and share growth of ZYTIGA® ® (abiraterone acetate) outside the U.S. was partially offset by a decline in U.S. sales driven by generic competition. Lower sales of VELCADE® (bortezomib) were due to generic competition.

Pulmonary Hypertension achieved operational sales growth of 14.7%13.7% as compared to the same period a year ago. Sales growth of OPSUMIT®® (macitentan) and UPTRAVI®® (selexipag) were due to continued share gains and market growth, increased share and increased COVID-19 related demand. Sales of TRACLEER® (bosentan) were negatively impacted by generics and cannibalization from OPSUMIT®. growth.

Cardiovascular / Metabolism / Other products experienced an operational decline of 13.1%4.1% as compared to the same period a year ago. LowerThe decline was primarily attributable to lower sales of INVOKANA®®/INVOKAMET®® (canagliflozin) were due to share loss from competitive pressureerosion partially offset by strong market growth and a safety label update in the U.S. and lower sales of PROCRIT®®/ EPREX® ® (epoetin alfa) were due to biosimilar competition.
Increased marketAdditionally, the growth and COVID-19 related demand of XARELTO® ® (rivaroxaban) was driven by continued demand and a one-time favorable prior period pricing adjustment in the current quarter partially offset by higher discounts and rebates.


4644
Table of ContentsContent


Medical Devices
 
 
 
 
 
 
 
 
 
 
 
The Medical Devices segment sales in the fiscal first quarter of 20202021 were $5.9$6.6 billion,, a decrease an increase of 8.2%10.9% as compared to the same period a year ago, with anwhich included operational declinegrowth of 6.9%8.0% and a negativepositive currency impact of 1.3%2.9%. U.S. Medical Devices sales decreased 6.8%increased 5.4%. International Medical Devices sales decreasedincreased by 9.4%16.2%, including an operational declinegrowth of 6.9%10.5% and a negativepositive currency impact of 2.5%5.7%. In the fiscal first quarter of 2020,2021, the net impact of acquisitions and divestitures on the Medical Devices segment operational sales growth was a negative 2.1%, primarily due to the divestiture of the Advanced Sterilization Products (ASP) business. The estimated net impact of COVID-19 on the Medical Devices segment operational sales growth was a negative 7.5% - 8.0% primarily related to reduced procedures.0.8%.

Major Medical Devices Franchise Sales* — Sales — Fiscal First Quarter Ended
(Dollars in Millions)
 
March 29, 2020
 
March 31, 2019
 
Total
Change
 
Operations
Change
 
Currency
Change
Surgery
 
$
2,100

 
$
2,395

 
(12.3
)%
 
(10.5
)%
 
(1.8
)%
     Advanced
 
948

 
980

 
(3.3
)
 
(1.4
)
 
(1.9
)
     General(1)
 
1,153

 
1,414

 
(18.5
)
 
(16.8
)
 
(1.7
)
Orthopaedics
 
2,038

 
2,204

 
(7.5
)
 
(6.5
)
 
(1.0
)
     Hips
 
337

 
361

 
(6.7
)
 
(5.6
)
 
(1.1
)
     Knees
 
343

 
369

 
(7.0
)
 
(6.1
)
 
(0.9
)
     Trauma
 
654

 
685

 
(4.5
)
 
(3.5
)
 
(1.0
)
     Spine, Sports & Other(2)
 
703

 
788

 
(10.7
)
 
(9.8
)
 
(0.9
)
Vision
 
1,067

 
1,129

 
(5.5
)
 
(4.5
)
 
(1.0
)
     Contact Lenses/Other
 
814

 
824

 
(1.3
)
 
(0.3
)
 
(1.0
)
     Surgical
 
253

 
305

 
(16.9
)
 
(15.9
)
 
(1.0
)
Interventional Solutions
 
727

 
732

 
(0.6
)
 
0.4

 
(1.0
)
Total Medical Devices Sales
 
$
5,932

 
$
6,459

 
(8.2
)%
 
(6.9
)%
 
(1.3
)%
(Dollars in Millions)April 4, 2021March 29, 2020Total
Change		Operations
Change		Currency
Change
Surgery$2,372 $2,100 12.9 %9.6 %3.3 %
     Advanced1,118 948 18.0 14.3 3.7 
     General1,254 1,153 8.8 5.8 3.0 
Orthopaedics2,113 2,038 3.7 1.2 2.5 
     Hips357 337 5.8 3.2 2.6 
     Knees317 343 (7.6)(9.9)2.3 
     Trauma733 654 12.1 9.5 2.6 
     Spine, Sports & Other706 703 0.4 (2.2)2.6 
Vision1,145 1,067 7.3 5.4 1.9 
     Contact Lenses/Other857 814 5.3 3.5 1.8 
     Surgical288 253 13.7 11.2 2.5 
Interventional Solutions949 727 30.4 26.4 4.0 
Total Medical Devices Sales$6,579 $5,932 10.9 %8.0 %2.9 %
*Certain prior year amounts have been reclassified to conform to current year presentation
(1) IncludesSpecialty Surgery which was previously disclosed separately
(2) Previously referred to as Spine & Other
    
The Surgery franchise experienced anachieved operational sales declinegrowth of 10.5%9.6% as compared to the prior year fiscal first quarter. The operational declinegrowth in Advanced Surgery was primarily driven by the negative impactmarket recovery. In addition, growth of COVID-19Endocutters was due to market expansion and new products primarily in China, which was partially offset by competitive pressurespressure in the U.S. partially offset by new productThe growth in endocutters, biosurgery,Biosurgery and energyEnergy products primarily outsidewas due to the U.S.success of new products and expansion within the China market. The operational declinegrowth in General Surgery was primarily driven by the divestituremarket recovery and continued strength of the ASP businessSuture portfolio in 2019 andWound Closure partially offset by the negative impact of COVID-19.the Advanced Sterilization Products (ASP) divestiture in the prior year.

The Orthopaedics franchise experienced anachieved operational sales declinegrowth of 6.5%1.2% as compared to the prior year fiscal first quarter. The operational declinegrowth in hips was driven by the negative impact of COVID-19 partially offset bymarket procedure recovery as well as leadership position in the anteriorAnterior approach, strong market demand for the ACTIS®® stem and enabling technologies such as the KINCISE™ surgical automated system– KINCISE™ and VELYS™VELYS™ Hip Navigation. The operational decline in knees was driven by the negative impact of COVID-19 partially offseton procedure volume and changes in channel mix. The operational growth in Trauma was driven by the global market recovery and uptake fromof new products. The operational decline in Trauma was driven by the negative impact of COVID-19 and market softness. The operational decline in Spine, Sports && Other was driven by the negative impact offrom COVID-19 and base business declines in SpineChina distribution channel changes partially offset by share growthuptake of new products and partnerships in Sports outside the U.S. Spine.

The Vision franchise experienced anachieved operational sales declinegrowth of 4.5%5.4% as compared to the prior year fiscal first quarter. The operational decline in Contact Lenses/Other operational growth was due to the negative impact of COVID-19 partially offset by double-digit U.S. growth in daily disposable lensesmarket recovery, new products and channel inventory changes in the ACUVUE® OASYS contact lenses category.U.S. and Japan. The Surgical operational declinegrowth was primarily driven by the negative impactdue to market recovery and uptake of COVID-19 and competitive pressures in the U.S. partially offset by new product growth outside the U.S. recently launched products.

The Interventional Solutions franchise achieved operational sales growth of 0.4%26.4% as compared to the prior year fiscal first quarter. Operational growth in the electrophysiology business was quarter driven by Atrial Fibrillation proceduresatrial fibrillation market growth coupled with strong diagnostic catheter sales andstrength from new products partially offset by the negative impact of COVID-19.

products.
47
45
Table of ContentsContent


ANALYSIS OF CONSOLIDATED EARNINGS BEFORE PROVISION FOR TAXES ON INCOME

 
 
Consolidated earnings before provision for taxes on income for the fiscal first quarter of 20202021 was $6.5$7.4 billion representing 31.5%33.3% of sales as compared to $4.4$6.5 billion in the fiscal first quarter of 2019,2020, representing 22.1%31.5% of sales.

Cost of Products Sold
chart-093b527a1ced818ce5e.jpgjnj-20210404_g3.jpg
(Dollars in billions. Percentages in chart are as a percent to total sales)


Q1 20202021 versus Q1 20192020
Cost of products sold increaseddecreased as a percent to sales driven by:
•Favorable product mix and translational currency in the Pharmaceutical business
•
Product mix in the Medical Devices business
•
Establishment of incremental inventory reserves associated with the impact of COVID-19 in the Medical Devices business
•Favorable volume/mix in the Medical Devices business
•The establishment of a COVID-19 inventory reserve in the fiscal first quarter 2020 in the Medical Devices business which did not repeat in 2021.

The intangible asset amortization expense included in cost of products sold for each of the fiscal first quarters of 2021 and 2020 was $1.2 billion and 2019 was $1.1 billion.billion, respectively.


Selling, Marketing and Administrative Expenses

jnj-20210404_g4.jpg
chart-883b4118a69954cb8e6.jpg
(Dollars in billions. Percentages in chart are as a percent to total sales)


Q1 20202021 versus Q1 20192020
Selling, Marketing and Administrative Expenses decreased as a percent to sales driven by:
•Leveraging in the Medical Devices business resulting from the recovery of sales from the prior years impact of COVID-19
•
Leveraging in the Pharmaceutical business
•
Planned prioritization and reduced brand marketing expense in the Consumer Health business
•
Favorable product mix with a higher percentage of sales coming from the Pharmaceutical business
partially offset by:
•
Deleveraging in the Medical Devices business resulting from the COVID-19 impact on sales








46
Table of Content



Research and Development Expense
chart-fb2ebad8a74b127b7c5.jpgjnj-20210404_g5.jpg
(Dollars in billions. Percentages in chart are as a percent to total sales)

48
Table of Contents


Q1 20202021 versus Q1 20192020
Research and Development decreasedincreased as a percent to sales driven by:
•
Higher upfront payments in the fiscal first quarter of 2019, primarily related to the argenx collaboration
partially offset by:•
•
Increased investment in the Medical Devices business related to robotics and digital programs

COVID-19 vaccine expenses, net of governmental reimbursements
In-Process Research and Development (IPR&D)•Portfolio progression in the Pharmaceutical business
Interest (Income) Expense

There was no IPR&D chargeInterest (Income) Expense in the fiscal first quarter of 2020. In the fiscal first quarter of 2019, the Company recorded an IPR&D 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.

Interest (Income) Expense

Interest (Income) Expense in the fiscal first quarter of 20202021 was a net interest incomeexpense of $48 million as compared to an expenseincome of $42 million in the same period a year ago. This was primarily due to the positive effect of net investment hedging arrangements and certain cross currency swaps. This was partially offset by reduced interest income resulting from lower rates of interest earned on cash balances.balances and a higher average debt balance. The balance of cash, cash equivalents and current marketable securities was $24.6 billion at the end of the fiscal first quarter of 2021 as compared to $18.0 billion at the end of the fiscal first quarter of 20202020. The Company’s debt position was $33.6 billion as of April 4, 2021 as compared to $15.3 billion at the end of the fiscal first quarter of 2019. The Company’s debt position was $27.6 billion as of March 29, 2020 as compared to $29.4 billion the same period a year ago.

Other (Income) Expense, NetNet*

Q1 20202021 versus Q1 20192020
Other (income) expense, net for the fiscal first quarter of 20202021 was favorable by $0.7$0.2 billion as compared to the prior year primarily due to the following:
Fiscal First Quarter
(Dollars in Billions)(Income)/Expense20212020Change
Divestiture gains(1)
$(0.6)0.0 (0.6)
Contingent consideration reversal(2)
0.0 (1.0)1.0 
Litigation expense0.0 0.1 (0.1)
Unrealized (gains)/losses on securities0.0 0.3 (0.3)
Other(0.3)(0.1)(0.2)
Total Other (Income) Expense, Net$(0.9)(0.7)(0.2)
(1) Divestiture gains of two pharmaceutical brands outside the U.S.
First Quarter
 
 
 
 
 
 
(Dollars in Billions)(Income)/Expense
 
2020
 
2019
 
Change
Litigation expense
 
$
0.1

 
0.4

 
(0.3
)
Acquisition and Integration related*
 
(1.0
)
 
0.1

 
(1.1
)
Unrealized (gains)/losses on securities
 
0.3

 
(0.2
)
 
0.5

Equity step-up gain related to DR. CI:LABO
 
0.0

 
(0.3
)
 
0.3

Divestiture Gains
 
0.0

 
(0.1
)
 
0.1

Other
 
(0.1
)
 
0.1

 
(0.2
)
Total Other (Income) Expense, Net
 
$
(0.7
)
 
0.0

 
(0.7
)
* 2020 is primarily driven by a contingent consideration reversal of approximately $1.0 billion related(2) Related to the timing of certain developmental milestones associated with the Auris Health acquisition.
*Other (income) expense, net is the account where the Company records gains and losses related to the sale and write-down of certain investments in equity securities held by Johnson & Johnson Innovation - JJDC, Inc. (JJDC), unrealized gains and losses on investments, gains and losses on divestitures, certain transactional currency gains and losses, acquisition-related costs, litigation accruals and settlements, as well as royalty income.
47
Table of Content


49
Table of Contents


EARNINGS BEFORE PROVISION FOR TAXES BY SEGMENT

 
 
 
 
 
 
 
 
 
 
 
 
 
Income before tax by segment of business for the fiscal first quarters were as follows:
 
Income Before Tax
 
Segment Sales
 
Percent of Segment Sales
 Income Before TaxSegment SalesPercent of Segment Sales
(Dollars in Millions)
 
March 29, 2020
 
March 31, 2019
 
March 29, 2020
 
March 31, 2019
 
March 29, 2020
 
March 31, 2019
(Dollars in Millions)April 4, 2021March 29, 2020April 4, 2021March 29, 2020April 4, 2021March 29, 2020
Consumer Health
 
$
770

 
$
741

 
$
3,625

 
$
3,318

 
21.2
%
 
22.3
%
Consumer Health$788 $770 $3,543 $3,625 22.2 %21.2 %
Pharmaceutical
 
3,834

 
2,331

 
11,134

 
10,244

 
34.4

 
22.8

Pharmaceutical5,223 3,834 12,199 11,134 42.8 34.4 
Medical Devices
 
2,025

 
1,497

 
5,932

 
6,459

 
34.1

 
23.2

Medical Devices1,629 2,025 6,579 5,932 24.8 34.1 
Segment earnings before tax
 
6,629

 
4,569

 
20,691

 
20,021

 
32.0

 
22.8

Segment earnings before tax7,640 6,629 22,321 20,691 34.2 32.0 
Less: Expenses not allocated to segments (1)
 
120

 
147

 
 
 
 
 
 

 
 

Less: Expenses not allocated to segments (1)
211 120   
Worldwide income before tax
 
$
6,509

 
$
4,422

 
$
20,691

 
$
20,021

 
31.5
%
 
22.1
%
Worldwide income before tax$7,429 $6,509 $22,321 $20,691 33.3 %31.5 %
(1) Amounts not allocated to segments include interest (income) expense and general corporate (income) expense.

Consumer Health Segment

The Consumer Health segment income before tax as a percent of sales in the fiscal first quarter of 20202021 was 21.2%22.2% versus 22.3%21.2% for the same period a year ago. The decreaseincrease in the income before tax as a percent of sales in the fiscal first quarter of 20202021 as compared to the prior year was primarily driven by the following:
•Supply chain efficiencies
•
The fiscal first quarter of 2019 included a gain of $0.3 billion related to the Company's previously held equity investment in DR. CI:LABO
partiallyPartially offset by:
•
•
Planned prioritization and reducedIncreased brand marketing expense in the fiscal first quarter of 2020

Pharmaceutical Segment

Pharmaceutical Segment

The Pharmaceutical segment income before tax as a percent of sales in the fiscal first quarter of 20202021 was 34.4%42.8% versus 22.8%34.4% for the same period a year ago. The increase in the income before tax as a percent of sales for the fiscal first quarter of 20202021 as compared to the prior year was primarily driven by the following:
•Favorable product mix
•
Lower litigation expense of $0.2 billion ($0.1 billion in Q1 2020 vs. $0.3 billion in Q1 2019)
•
An in-process research and development charge of $0.9 billion in the fiscal first quarter of 2019
•
Lower research and development expense. The fiscal first quarter of 2019 included a $0.3 billion upfront payment to argenx
partially•Divestiture gains of $0.6 billion related to two pharmaceutical brands outside the U.S. in the fiscal first quarter of 2021
•Lower unrealized losses on securities ($0.0 billion in 2021 vs. $0.3 billion in 2020)
•Lower litigation expense ($0.0 billion in 2021 vs. $0.1 billion in 2020)
•Positive translational currency
Partially offset by:
•
Unrealized losses on securities of $0.3 billion in Q1 2020 vs. an unrealized gain of $0.1 billion in Q1 2019
•
Leveraging in selling, marketing and administrative expense

Medical Devices Segment•Research & Development investment in the COVID-19 vaccine net of governmental reimbursements

Medical Devices Segment

The Medical Devices segment income before tax as a percent of sales in the fiscal first quarter of 20192021 was 34.1%24.8% versus 23.2%34.1% for the same period a year ago. The increasedecrease in the income before tax as a percent of sales for the fiscal first quarter was primarily driven by the following:
•A contingent consideration reversal of approximately $1.0 billion in the fiscal first quarter of 2020 related to the timing of certain developmental milestones associated with the Auris Health acquisition
•
A contingent consideration reversal of approximately $1.0 billion related to the timing of certain developmental milestones associated with the Auris Health acquisition
partiallyPartially offset by:
•
Deleveraging in Selling, Marketing and Administrative Expenses resulting from the COVID-19 impact on sales
•
Establishment of incremental inventory reserves associated with the impact of COVID-19
•
Increased investments in robotics and digital solutions

•Incremental inventory reserves recorded in the fiscal first quarter of 2020 associated with the impact of COVID-19, which did not repeat in the fiscal first quarter of 2021
Restructuring•Overall leveraging in the fiscal first quarter of 2021 resulting from the Medical Devices sales recovery

Restructuring

In the fiscal second quarter of 2018, the Company announced plans to implement actions across its global supply chainGlobal Supply Chain that are intended to enable the Company to focus resources and increase investments in critical capabilities, technologies and solutions necessary to manufacture and supply its product portfolio of the future, enhance agility and drive growth. The Company expects these supply chain actions will include expanding its use of strategic collaborations, and bolstering its
48
Table of Content
initiatives to

50
Table of Contents

reduce complexity, improving cost-competitiveness, enhancing capabilities and optimizing its network. Discussions regarding specific future actions are ongoing and are subject to all relevant consultation requirements before they are finalized. In total, the Company expects these actions to generate approximately $0.6 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 to $2.3 billion. In the fiscal first quarter of 2021, the Company recorded a pre-tax charge of $104 million, which is included on the following lines of the Consolidated Statement of Earnings, $53 million in restructuring, $27 million in cost of products sold and $24 million in other (income) expense, net. In the fiscal first quarter of 2020, the Company recorded a pre-tax charge of $118 million, which is included on the following lines of the Consolidated Statement of Earnings, $58 million in restructuring, $15 million in cost of products sold and $45 million in other (income) expense. In the fiscal first quarter of 2019, the Company recorded a pre-tax charge of $90 million, which is included on the following lines of the Consolidated Statement of Earnings, $36 million in restructuring, $23 million in cost of products sold and $31 million in other (income) expense.expense, net. Restructuring charges of approximately $1.0$1.4 billion have been recorded since the restructuring was announced.

See Note 12 to the Consolidated Financial Statements for additional details related to the restructuring.

Provision for Taxes on Income

For discussion related to the fiscal first quarter of 20202021 provision for taxes refer to Note 5 to the Consolidated Financial Statements.

Swiss Tax Reform
The Company is currently assessing and awaiting approval for certain elective transition provisions related in several cantons which include discussions with federal and cantonal tax authorities on the application of Swiss Tax reform. The Company has recorded the estimated impact of the transitional provisions based on the best available information for cantons where enactment has occurred, but the Company has not yet received final tax rulings in all cantons. The result of these discussions with tax authorities may result in additional changes to the estimates that may be significant in the period in which they occur. Further, authoritative guidance from the relevant Swiss tax authorities may be issued in the future and additional revisions may be required in the fiscal period that they are issued.LIQUIDITY AND CAPITAL RESOURCES

jnj-20210404_g6.jpgLIQUIDITY AND CAPITAL RESOURCES
jnj-20210404_g7.jpg
chart-a4ae95f646a35fc57ac.jpgchart-892258046879ccfc7c5.jpgchart-7e8ab8af81fdf69a10f.jpgjnj-20210404_g8.jpg


Cash Flows

Cash and cash equivalents were $15.5$12.7 billion at the end of the fiscal first quarter of 20202021 as compared with $17.3$14.0 billion at the end of fiscal year 2019.2020. The primary sources and uses of cash that contributed to the $1.8$1.3 billion decrease were:
(Dollars In Billions)
 
$
17.3

Q4 2019 Cash and cash equivalents balance
3.4

cash generated from operating activities
(0.6
)
net cash used by investing activities
(4.3
)
net cash used by financing activities
(0.3
)
effect of exchange rate and rounding
$
15.5

Q1 2020 Cash and cash equivalents balance

51
Table of Contents

(Dollars In Billions)
$14.0 Q4 2020 Cash and cash equivalents balance
4.1 cash generated from operating activities
(0.2)net cash used by investing activities
(5.1)net cash used by financing activities
(0.1)effect of exchange rate and rounding
$12.7 Q1 2021 Cash and cash equivalents balance

In addition, the Company had $2.5$11.9 billion in marketable securities at the end of the fiscal first quarter of 20202021 and $2.0$11.2 billion at the end of 2019.fiscal year 2020.

Cash flow from operations of $3.4$4.1 billion was the result of:
49
Table of Content
(Dollars In Billions)
 
$
5.8

Net Earnings
2.1

non-cash expenses and other adjustments primarily for depreciation and amortization, stock-based compensation and the deferred tax provision.
0.3

decrease in other current and non-current assets
(3.8
)
an increase in accounts receivable and inventories coupled with a decrease in accounts payable and accrued liabilities and other current and non-current liabilities
(1.0
)
contingent consideration reversal (related to the timing of certain developmental milestones associated with the Auris Health acquisition)
$
3.4

Cash Flow from operations
(Dollars In Billions)
$6.2 Net Earnings
0.9 non-cash expenses and other adjustments primarily for depreciation and amortization, stock-based compensation, asset write-downs partially offset by the deferred tax provision, net gain on sale of assets/businesses and credit losses and accounts receivable allowances
(3.2)a decrease in accounts payable and accrued liabilities and other current and non-current liabilities
(2.3)an increase in accounts receivable and inventories
2.5 a decrease other current and non-current assets
$4.1 Cash Flow from operations

Investing activities use of $0.6$0.2 billion of cash was primarily used for:
(Dollars In Billions)
 
$
(0.9
)
primarily related to the acquisitions of bermekimab and related assets from XBiotech Inc. as well as the acquisition of all outstanding shares in Verb Surgical Inc.
(0.6
)
additions to property, plant and equipment
(0.5
)
net purchases of investments
1.7

proceeds from credit support agreements, net
(0.3
)
other
$
(0.6
)
Net cash used for investing activities
(Dollars In Billions)
$(0.7)additions to property, plant and equipment
0.6 proceeds from the disposal of assets/businesses, net
(0.8)net purchases of investments
0.8 credit support agreements activity, net
(0.1)Other
$(0.2)Net cash used for investing activities

Financing activities use of $4.3$5.1 billion of cash was primarily used for:
(Dollars In Billions)
 
$
(2.5
)
dividends to shareholders
(1.7
)
repurchase of common stock
0.3

proceeds from stock options exercised/employee withholding tax on stock awards, net
(0.4
)
other
$
(4.3
)
Net cash used for financing activities
(Dollars In Billions)
$(2.7)dividends to shareholders
(1.4)repurchase of common stock
(1.5)net repayment of short and long term debt
0.2 proceeds from stock options exercised/employee withholding tax on stock awards, net
0.2 credit support agreements activity, net
0.1 other and rounding
$(5.1)Net cash used for financing activities

The Company has access to substantial sources of funds at numerous banks worldwide. In September 2019,2020, the Company secured a new 364-day Credit Facility. Total credit available to the Company approximates $10 billion, which expires on September 10, 2020.9, 2021. Interest charged on borrowings under the credit line agreement is based on either bids provided by banks, the prime rate, London Interbank Offered Rates (LIBOR), Secured Overnight Financing Rate (SOFR) Swap Curve or other applicable market rates as allowed under the terms of the agreement, plus applicable margins. Commitment fees under the agreement are not material.

In the fiscal first quarter of 2020,2021, the Company's notes payable and long-term debt was in excess of cash, cash equivalents and marketable securities. As of March 29, 2020,April 4, 2021, the net debt position was $9.6$9.0 billion as compared to the prior year of $14.0$9.6 billion. Considering recent market conditions and the on-going COVID-19 crisis, the Company has re-evaluated its operating cash flows and liquidity profile and does not foresee any significant incremental significant risk. The Company anticipates that operating cash flows, the ability to raise funds from external sources, borrowing capacity from existing committed credit facilities and access to the commercial paper markets will continue to provide sufficient resources to fund operating needs, including the Company's approximate $1.0 billion in contractual supply commitments associated with its development of the COVID-19 vaccine, the talc litigation and agreement in principle to settle opioid litigation toof which the majority may be potentially paid over the next two to three years. In addition, the Company monitors the global capital markets on an ongoing basis and from time to time may raise capital when market conditions are favorable. Additionally, as a result of the TCJA,Tax Cuts and Jobs Act (TCJA), the Company has access to its cash outside the U.S. at a significantly reduced cost.
50
Table of Content


52
Table of Contents

Subsequent to March 29, 2020,April 4, 2021, the Company paid approximately $1.0$1.2 billion to the U.S. Treasury for $0.8 billion related to the normal estimated payment for the fiscal first quarter of 2020 and the current installment due on foreign undistributed earnings as part of the TCJA (see Note 81 to the Consolidated Financial Statements as contained in the Company’sCompany’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019).January 3, 2021) and $0.4 billion primarily related to the normal estimated payment for the fiscal first quarter of 2021.

Dividends

On January 2, 2020, the Board of Directors declared a regular cash dividend of $0.95 per share, payable on March 10, 2020 to shareholders of record as of February 25, 2020.

On April 14, 2020,4, 2021, the Board of Directors declared a regular cash dividend of $1.01 per share, payable on March 9, 2021 to shareholders of record as of February 23, 2021.

On April 20, 2021, the Board of Directors declared a regular cash dividend of $1.06 per share, payable on June 9, 20208, 2021 to shareholders of record as of May 26, 2020.25, 2021. The Company expects to continue the practice of paying regular quarterly cash dividends.

OTHER INFORMATION

New Accounting Pronouncements

Refer to Note 1 to the Consolidated Financial Statements for new accounting pronouncements.

Economic and Market Factors

COVID-19 considerations and business continuity
The Company has considered various internal and external factors in assessing the potential impact of COVID-19 on its business and financial results based upon information available at this time, as follows:
•
•
Operating Model: The Company has a diversified business model across the healthcare industry with flexibility designed into its manufacturing, research and development clinical operations and commercial capabilities.
•
Supply Chain: The Company continues to leverage its global manufacturing footprint and dual-source capabilities while closely monitoring and maintaining critical inventory at major distribution centers away from high-risk areas to ensure adequate and effective distribution.
•
Business Continuity: The robust, active business continuity plans across the Company's network have been instrumental in preparing the Company for events like COVID-19 and the ability to meet the majority of patient and consumer needs remains uninterrupted.
•
Workforce: The Company has put procedures in place to protect its essential workforce in manufacturing, distribution, commercial and research operations while ensuring appropriate remote working protocols have been established for other employees
•
Liquidity: The Company's high-quality credit rating allows the Company superior access to the financial capital markets as needed.
•
Domestic and Foreign Legislation: The Company will continue to assess and evaluate the on-going global legislative efforts to combat the COVID-19 impact on economies and the sectors in which it participates. Currently, the recent legislative acts put in place are not expected to have a material impact on the Company’s operations.
 
•Supply Chain: The Company continues to leverage its global manufacturing footprint and dual-source capabilities while closely monitoring and maintaining critical inventory at major distribution centers away from high-risk areas to ensure adequate and effective distribution.
•Business Continuity: The robust, active business continuity plans across the Company's network have been instrumental in preparing the Company for events like COVID-19 and the ability to meet the majority of patient and consumer needs remains uninterrupted.
•Workforce: The Company has put procedures in place to protect its essential workforce in manufacturing, distribution, commercial and research operations while ensuring appropriate remote working protocols have been established for other employees.
•Liquidity: The Company's high-quality credit rating allows the Company superior access to the financial capital markets for the foreseeable future.
•Domestic and Foreign Legislation: The Company will continue to assess and evaluate the on-going global legislative efforts to combat the COVID-19 impact on economies and the sectors in which it participates. Currently, the recent legislative acts put in place are not expected to have a material impact on the Company’s operations.
In fiscal 2020, the Company entered into a series of contract manufacturing arrangements for vaccine production with third party contract manufacturing organizations. These arrangements provide the Company with future supplemental commercial capacity for vaccine production and potentially transferable rights to such production if capacity is not required. Amounts paid and contractually obligated to be paid to these contract manufacturing organizations of approximately $1.0 billion are reflected in the prepaid expenses and other, other assets, accrued liabilities and other liabilities accounts in the Company's consolidated balance sheet upon execution of each agreement. Additionally, the Company has entered into certain vaccine development cost sharing arrangements with government related organizations.

The Company continues to evaluate and monitor both its internal and external supply arrangements, including its contract with Emergent BioSolutions and related production activities at its Bayview, Maryland facility. The Company has established a global vaccine supply network, where, in addition to its internal manufacturing site in Leiden, the Netherlands, ten other manufacturing sites will be involved in the production of vaccine across different countries and continents. The Company does not believe that a disruption at a vaccine manufacturing site, or the resulting delay would have a material financial impact on the Company’s consolidated financial statements or results.


51
Table of Content
The Company operates in certain countries where the economic conditions continue to present significant challenges. The Company continues to monitor these situations and take appropriate actions. Inflation rates and currency exchange rates continue to have an effect on worldwide economies and, consequently, on the way the Company operates. The Company has accounted for operations in Venezuela and Argentina as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%. This did not have a material impact toon the Company's results in the period. In the face of increasing costs, the Company strives to maintain its profit margins through cost reduction programs, productivity improvements and periodic price increases.

In June 2016, the United Kingdom (U.K.) held a referendum in which voters approved an exit from the European Union (E.U.), commonly referred to as “Brexit” and“Brexit”. The U.K. officially exited the E.U. on January 31, 2020, however, there was a transition period to allow time to agree the terms of a new trade deal. On December 30, 2020, the U.K. formally exited, E.U. and the E.U. GivenEuropean Atomic Energy Community (Euratom) signed the lack of comparable precedent,EU–UK Trade and Cooperation Agreement (TCA). Over the last few years, Brexit has created global political and economic uncertainty and has led to volatility in exchange rates and interest rates, additional cost containment by third-party payors and changes in regulations. While the UK and EU have now agreed on a future trade and cooperation agreement, it is still unclear what the ultimate financial, trade, regulatory and legal implications the withdrawal of the U.K. from the E.U. will have. Brexit creates global political and economic uncertainty, which may cause, among other consequences, volatility in exchange rates and interest rates, additional cost containment by third-party payors and changes in regulations.  However, the Company currently does not believe that these and other related effects will have a material impact on the Company’sCompany’s consolidated financial position or operating results. As of March 29, 2020,April 4, 2021, and for the fiscal three months, the business of the Company’sCompany’s U.K. subsidiaries represented less than 3%6% of both the Company’sCompany’s consolidated assets and less than 3% of the fiscal three months revenues, respectively.

53
Table of Contents

revenues.

Governments around the world consider various proposals to make changes to tax laws and regulations, which may include increasing or decreasing existing statutory tax rates. A change in statutory tax rate in any country would result in the revaluation of the Company’sCompany’s deferred tax assets and liabilities related to that particular jurisdiction in the period in which the new tax law is enacted.  This change would result in an expense or benefit recorded to the Company’sCompany’s Consolidated Statement of Earnings.   The Company closely monitors these proposals as they arise in the countries where it operates. Changes to the statutory tax rate may occur at any time, and any related expense or benefit recorded may be material to the fiscal quarter and year in which the law change is enacted. For discussion on Federal Act on Tax Reform and AHV Financing (Swiss Tax Reform) see Provision for Taxes on Income in Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company faces various worldwide health care changes that may continue to result in pricing pressures that include health care cost containment and government legislation relating to sales, promotions and reimbursement of health care products.

Changes in the behavior and spending patterns of purchasers of health care products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and foregoing health care insurance coverage, may continue to impact the Company’sCompany’s businesses.

The Company also operates in an environment increasingly hostile to intellectual property rights. Firms have filed Abbreviated New Drug Applications or Biosimilar Biological Product Applications with the FDA initiated Inter Partes Review proceedings in the United States Patent and Trademark Office, or otherwise challenged the coverage and/or validity of the Company's patents, seeking to market generic or biosimilar forms of many of the Company’sCompany’s key pharmaceutical products prior to expiration of the applicable patents covering those products. In the event the Company is not successful in defending the patent claims challenged in these actions,the resulting lawsuits, generic or biosimilar versions of the products at issue maywill be introduced to the market, resulting in the potential for substantial market share and revenue losses for those products, and which may result in a non-cash impairment charge in any associated intangible asset. There is also a risk that one or more competitors could launch a generic or biosimilar version of the product at issue following regulatory approval even though one or more valid patents are in place. For further information, see the discussion on “REMICADE
® Related Cases” and “Litigation Against Filers of Abbreviated New Drug Applications” in Note 11 to the Consolidated Financial Statements.


Item 3 —— QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the Company’sCompany’s assessment of its sensitivity to market risk since its presentation set forth in Item 7A, “Quantitative“Quantitative and Qualitative Disclosures About Market Risk,”” in its Annual Report on Form 10-K for the fiscal year ended December 29, 2019.January 3, 2021.

52
Item 4 — CONTROLS AND PROCEDURES
Table of Content

Item 4 — CONTROLS AND PROCEDURES

Disclosure controls and procedures. At the end of the period covered by this report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures. The Company’sCompany’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’sCompany’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Alex Gorsky, Chairman and Chief Executive Officer, and Joseph J. Wolk, Executive Vice President, Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Messrs. Gorsky and Wolk concluded that, as of the end of the period covered by this report, the Company’sCompany’s disclosure controls and procedures were effective.

Internal control. During the period covered by this report, there were no changes in the Company’sCompany’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’sCompany’s internal control over financial reporting.
The Company is implementing a multi-year, enterprise-wide initiativehas not experienced any material impact to integrate, simplify and standardize processes and systems for the human resources, information technology, procurement, supply chain and finance functions. These are enhancements to support the growth of the Company’s financial shared service capabilities and standardize financial systems. This initiative is not in response to any identified deficiency or weakness in the Company’sits internal controlcontrols over financial

54
Tablereporting despite the fact that most of Contents

reporting. In responseits employees are working remotely due to this initiative, the COVID-19 pandemic. The Company hasproactively took actions to re-evaluate and will continuerefine its financial reporting process through additional monitoring controls to alignprovide reasonable assurance that the financial results are reported accurately and streamlinetimely. The Company continues to monitor and assess the effectiveness of the design and operation of its financial control environment. disclosure controls and procedures.

Part II —— OTHER INFORMATION

Item 1 —— LEGAL PROCEEDINGS

The information called for by this item is incorporated herein by reference to Note 11 included in Part I, Item 1, Financial Statements (unaudited) —— Notes to Consolidated Financial Statements.

Item 2 —— UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

The following table provides information with respect to Common Stock purchases by the Company during the fiscal first quarter of 2020.2021. Common stock purchases on the open market are made as part of a systematic plan to meet the needs of the Company's compensation programs. The repurchases below also include the stock-for-stock option exercises that settled in the fiscal first quarter.
Fiscal Month Period
 
Total Number
of Shares Purchased(1)
 
Avg. Price
Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
December 30, 2019 through January 26, 2020
 
193,438

 
145.10

 
 
 
—
January 27, 2020 through February 23, 2020
 
6,424,714

 
150.13

 
 
 
—
February 24, 2020 through March 29, 2020
 
5,031,134

 
142.96

 
 
 
—
Total
 
11,649,286

 
 
 
—

 

Fiscal Month Period
Total Number
of Shares Purchased(1)
Avg. Price
Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 4, 2021 through January 31, 20214,233,375 159.93 —
February 1, 2021 through February 28, 20213,722,927 163.81 —
March 1, 2021 through April 4, 2021942,240 161.61 —
Total8,898,542 

(1)
During the fiscal first quarter of 2020, the Company repurchased an aggregate of 11,649,286 shares of Johnson & Johnson Common Stock in open-market transactions, all of which were purchased as part of a systematic plan to meet the needs of the Company’s
(1)     During the fiscal first quarter of 2021, the Company repurchased an aggregate of 8,898,542 shares of Johnson & Johnson Common Stock in open-market transactions, all of which were purchased as part of a systematic plan to meet the needs of the Company’s compensation programs.



53
55
Table of ContentsContent

Item 6 — EXHIBITS

Item 6 — EXHIBITS

Exhibit 31.1 Certification of Chief Executive Officer under Rule 13a-14(a) of the Securities Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 —— Filed with this document.

Exhibit 31.2 Certification of Chief Financial Officer under Rule 13a-14(a) of the Securities Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 —— Filed with this document.

Exhibit 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 —— Furnished with this document.

Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 —— Furnished with this document.

Exhibit 101:
EX-101.INS
 
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
EX-101.SCH
 
Inline XBRL Taxonomy Extension Schema
EX-101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase
EX-101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF
 
Inline XBRL Taxonomy Extension Definition Document
 
 
 
Exhibit 104:
 
Cover Page Interactive Data File––File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
 
 

54
 
Table of Content



SIGNATURES






56
Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHNSON & JOHNSON
(Registrant) 
 
JOHNSON & JOHNSON
(Registrant) 
 
 
Date: April 29, 202030, 2021
By /s/ J. J. WOLK
 
J. J. WOLK
 
Executive Vice President, Chief Financial Officer (Principal Financial Officer) 
 
 
Date: April 29, 202030, 2021
By /s/ R. J. DECKER Jr.
 
R. J. DECKER Jr.
 
Controller (Principal Accounting Officer) 


5755