SEC Comment Letter for JOHNSON & JOHNSON (JNJ) (CIK 0000200406) (JNJ) — Apr 12, 2016
JOHNSON & JOHNSON (JNJ) (CIK 0000200406)
Date: April 12, 2016 · CIK: 0000200406 · Accession: 0000000000-16-071858
AI Filing Summary & Sentiment
Letter
Mail Stop 4628 April 1 2, 2016 Via E-mail Dominic J. Caruso Chief Financial Officer and Vice President Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933
Re: Johnson & Johnson Form 10-K for the Fiscal Year Ended January 3, 2016 Filed February 24 , 2016 File No. 1-3215
Dear Mr. Caruso :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may bett er understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstanc es, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. We are aware of recent publicly available information which reports that your Dubai office controls your supply chai n operations for countries including Syria. We also are aware of a February 2016 OFAC Enforcement Information stating that in 2010 Johnson & Johnson Middle East Inc. exported consumer hygiene products to Sudan. Syria and Sudan are designated by the Stat e Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your Form 10 -K does not provide disclosure about these countries. Please describe to us the nature and extent of your past, current, and anticip ated contacts with Syria and Sudan, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products or services you have provided to Syria and Sudan,
Dominic J. Caruso Johnson & Johnson April 1 2, 2016 Page 2
directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.
2. Please discuss the materiality of the contacts with Syria and Sudan you describe in response to the comment above, and whether th ose contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal year s and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputa tion and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism . You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.
We urge all persons who are responsible for the accuracy and adequacy of the dis closure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 April 1 2, 2016 Via E-mail Dominic J. Caruso Chief Financial Officer and Vice President Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ 08933 Re: Johnson & Johnson Form 10-K for the Fiscal Year Ended January 3, 2016 Filed February 24 , 2016 File No. 1-3215 Dear Mr. Caruso : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may bett er understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstanc es, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. We are aware of recent publicly available information which reports that your Dubai office controls your supply chai n operations for countries including Syria. We also are aware of a February 2016 OFAC Enforcement Information stating that in 2010 Johnson & Johnson Middle East Inc. exported consumer hygiene products to Sudan. Syria and Sudan are designated by the Stat e Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your Form 10 -K does not provide disclosure about these countries. Please describe to us the nature and extent of your past, current, and anticip ated contacts with Syria and Sudan, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products or services you have provided to Syria and Sudan, Dominic J. Caruso Johnson & Johnson April 1 2, 2016 Page 2 directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control. 2. Please discuss the materiality of the contacts with Syria and Sudan you describe in response to the comment above, and whether th ose contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal year s and the subsequent interim period . Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputa tion and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism . You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan. We urge all persons who are responsible for the accuracy and adequacy of the dis closure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk Dominic J. Caruso Johnson & Johnson April 1 2, 2016 Page 3 cc: Ron Kapusta, Controller and Chief Accounting Officer Johnson & Johnson Suzanne Hayes Assistant Director Division of Corporation Finance