01—Abstract
Summary
Summary of the 10-K/A filed June 28, 1995. Cited figures are marked; the original filing is the authoritative source.
This filing is a Form 10-K/A for Johnson & Johnson's fiscal year ended January 1, 1995, but it contains only the Form 11-K financial statements for three employee savings plans.
It omits the operating results, balance sheet, and MD&A, which the company incorporates by reference from its 1994 annual report to stockholders. Investors should therefore treat it as a narrow disclosure on employee retirement assets, not as a picture of J&J's business performance. The largest plan, the Johnson & Johnson Savings Plan, ended 1994 with total plan equity of $1,173.8 milliona, up about 17.8% from $996.5 million at year-end 1993.
Its net assets total $1,264.1 millionb, and it covered 28,409 active and former employees. The plan is heavily weighted toward J&J stock: the J&J Stock Fund ($250.9 million) and the Employee Stock Ownership Plan trust ($171.2 million) together hold roughly 7.6 million J&J common shares. The plan's 1994 growth was driven largely by $59.8 million of unrealized appreciation and $12.5 million of realized gains, partly offset by $51.7 million of benefit payments.
Two smaller plans are also covered. The Puerto Rico Retirement Savings Plan held $20.9 millionc of assets for 3,112 participants, and the Savings Plan for Union Represented Employees held $3.2 million for 1,153 participants.
The Savings Plan also carries an $82.4 milliond outstanding ESOP loan from J&J at 9% interest, payable through 2005. The filing's only information on the parent company itself is the cover data: 643,101,424 common shares outstanding and about $36.0 billion in non-affiliate market value as of February 28, 1995.
02—Key points
Key Highlights
- Savings Plan total plan equity rose about 17.8% to $1,173.8 million at December 31, 1994, from $996.5 million a year earlier.
- The plans' assets are heavily concentrated in J&J stock, which accounts for about 7.6 million shares across the J&J Stock Fund and the ESOP trust.
- The Savings Plan's 1994 equity growth was driven by $59.8 million in unrealized appreciation and $12.5 million in realized gains, with $51.7 million of benefits paid out.
- The ESOP carries an $82.4 million outstanding loan from J&J at 9% interest, with repayment running through February 2005.
- Across the three plans, about 32,000 active and former employees have investments, with 28,409 in the main Savings Plan.
- The filing contains no income statement, balance sheet, or segment data for Johnson & Johnson itself; those are incorporated by reference from the 1994 annual report.
- The filing discloses a $20.3 million nonexempt purchase of J&J common stock by the Savings Plan, which a plan administrator affiliate made in 1994.
03—Questions
Frequently Asked Questions
Does this filing contain Johnson & Johnson's core 1994 financial results?
No. This 10-K/A consists of the Form 11-K annual reports for the company's employee savings plans. Parts I and II of the company's financial information are incorporated by reference from the 1994 annual report to stockholders, which is listed as previously filed. Revenue, earnings, and balance sheet data for J&J must be taken from that report or the original 10-K.
How large are J&J's employee savings plans, and how much do they hold in company stock?
The main Johnson & Johnson Savings Plan had total plan equity of $1,173.8 million at year-end 1994. Its J&J Stock Fund held $250.9 million, and the ESOP trust held another $171.2 million of J&J common stock. Together these represent roughly 7.6 million shares, a meaningful share of the 643 million shares outstanding.
Is there any financing or leverage risk tied to the savings plans?
Yes, a modest one. The Savings Plan owes J&J $82.4 million on the ESOP note at 9% interest, with maturities of about $6 million a year through 1999 and $50.9 million thereafter. Repayment is funded by employer contributions and dividends on the company stock held in the plan, so the loan is structurally tied to the company's contribution levels and dividend payments.
Were there any compliance issues or unusual transactions disclosed?
The filings list nonexempt transactions, including the Savings Plan's purchase of $20.3 million of J&J common stock from a party affiliated with the plan administrator, and a smaller $0.7 million purchase in the union plan. Coopers and Lybrand issued unqualified audit opinions for all three plans, and the filing reports no sales of company stock to the plans at a loss.
04—Continue