01. Semantic Search of SEC Filings#
This is the first of two notebooks introducing retrieval-augmented generation (RAG). RAG is a technique for grounding large language models in source documents so they don’t have to rely on memorized (and often stale) knowledge. Every RAG system has two stages:
Retrieval – find the most relevant documents for a given query.
Generation – feed those documents to an LLM and ask it to answer.
This notebook covers stage 1: building and querying a semantic search index over SEC filings. The next notebook (02) covers stage 2, where we measure how much retrieved context actually improves LLM accuracy.
Why search SEC filings?#
On August 7, 2018, Elon Musk tweeted:
“Am considering taking Tesla private at $420. Funding secured.”
This triggered an SEC investigation and a $40 million settlement. A researcher might ask: what did Tesla’s prior SEC filings say about going-private transactions? About funding arrangements? Were these disclosures filed before or after the tweet – and what does that imply about what management knew?
The problem is scale. SEC filings are long (10-Ks can exceed 200 pages), filled with legal boilerplate, and there are thousands of them. A keyword search for “risk” returns virtually every filing. We need a search system that understands meaning, not just keywords.
The data#
Our corpus comes from the WRDS SEC Analytics Suite, which provides
cleaned full-text versions of EDGAR filings. The build pipeline (run via
doit) downloads filings for a sample of well-known companies, extracts
target sections (MD&A, Risk Factors, etc.), chunks them into passages,
and encodes each passage as a 384-dimensional vector using the
all-MiniLM-L6-v2 sentence transformer model.
Semantic embeddings and FAISS#
Instead of matching keywords, we convert text into vectors that capture meaning. Texts with similar meaning produce similar vectors, regardless of exact word choice:
"Tesla considers going private" -> [0.23, -0.15, 0.87, ...] (384 dims)
"Company evaluates privatization" -> [0.21, -0.18, 0.85, ...] (similar!)
"The weather is sunny today" -> [-0.45, 0.72, -0.11, ...] (different)
FAISS (Facebook AI Similarity Search) is a library from Meta AI
Research for efficient similarity search over large collections of
vectors. Given a query vector, FAISS finds the k nearest neighbors in
the index – the passages whose meaning is closest to the query. For
small corpora (< 100K vectors) we use exact inner-product search
(IndexFlatIP); for larger corpora, approximate methods like IVF or
HNSW trade a small amount of accuracy for orders-of-magnitude speedup.
This notebook loads a pre-built FAISS index and performs event-conditioned search: given an event date and a natural-language query, it retrieves the most semantically relevant filings filed before and after the event.
import os
os.environ.setdefault("OMP_NUM_THREADS", "1")
os.environ.setdefault("TOKENIZERS_PARALLELISM", "false")
import json
import faiss
import torch
torch.set_num_threads(1)
from sentence_transformers import SentenceTransformer
from typing import List, Dict
from pathlib import Path
from datetime import datetime, date
from collections import Counter
from settings import config
DATA_DIR = config("DATA_DIR")
INDEX_FILENAME = "sec_filings.faiss"
META_FILENAME = "sec_filings_meta.json"
Helper functions#
The functions below handle loading the FAISS index, querying it, and filtering results by event date and company. They are defined up front so the rest of the notebook reads as a straight narrative.
def load_index(output_dir: str):
"""Load FAISS index and metadata."""
index_path = os.path.join(output_dir, INDEX_FILENAME)
meta_path = os.path.join(output_dir, META_FILENAME)
print(f"Loading index from {index_path}")
index = faiss.read_index(index_path)
print(f"Loading metadata from {meta_path}")
with open(meta_path, "r", encoding="utf-8") as f:
data = json.load(f)
return index, data["texts"], data["metadatas"]
def get_filing_date_range(metadatas):
dates = []
for m in metadatas:
d = m.get("filing_date")
if d is None:
continue
if isinstance(d, str):
d = datetime.fromisoformat(d).date()
dates.append(d)
if not dates:
raise ValueError("No filing dates found in metadata.")
return min(dates), max(dates)
def search(
query: str, model, index, texts: List[str], metadatas: List[Dict], k: int = 5
):
"""Search the FAISS index."""
q_emb = model.encode(
[query],
convert_to_numpy=True,
device="cpu",
normalize_embeddings=True,
).astype("float32")
D, I = index.search(q_emb, k)
results = []
for score, idx in zip(D[0], I[0]):
results.append(
{
"score": float(score),
"text": texts[idx],
"meta": metadatas[idx],
}
)
return results
def search_event(
query: str,
event_date,
model,
index,
texts,
metadatas,
company: str | None = None,
strict_company: bool = False,
k_pre: int = 10,
k_post: int = 10,
window_days: int = 90,
oversample_factor: int = 10,
diagnostics: bool = True,
):
"""
Event-conditioned semantic search with coverage diagnostics.
"""
# -------------------------------
# Embed query
# -------------------------------
q_emb = model.encode(
[query],
convert_to_numpy=True,
normalize_embeddings=True,
).astype("float32")
D, I = index.search(q_emb, (k_pre + k_post) * oversample_factor)
pre_results, post_results = [], []
seen = set()
# -------------------------------
# Diagnostics counters
# -------------------------------
diag = Counter()
diag_company_matches = Counter()
for score, idx in zip(D[0], I[0]):
meta = metadatas[idx]
# Filing date
filing_date = meta.get("filing_date")
if filing_date is None:
continue
if isinstance(filing_date, str):
filing_date = datetime.fromisoformat(filing_date).date()
delta = (filing_date - event_date).days
if abs(delta) > window_days:
continue
diag["in_window"] += 1
# Company diagnostics
meta_company = meta.get("company_name")
if company is not None:
if company_match(company, meta_company):
diag["company_match"] += 1
diag_company_matches[meta_company] += 1
else:
diag["company_mismatch"] += 1
# Company filtering (only if strict)
company_ok = True
if company is not None:
company_ok = company_match(company, meta_company)
if strict_company and not company_ok:
continue
# Dedup
key = (meta["accession"], meta["section"])
if key in seen:
continue
seen.add(key)
record = {
"score": float(score),
"text": texts[idx],
"meta": meta,
"delta_days": delta,
"company_match": company_ok,
}
if delta < 0 and len(pre_results) < k_pre:
pre_results.append(record)
elif delta >= 0 and len(post_results) < k_post:
post_results.append(record)
if len(pre_results) >= k_pre and len(post_results) >= k_post:
break
# Ranking
def rank_key(r):
return (r["company_match"], r["score"])
pre_results.sort(key=rank_key, reverse=True)
post_results.sort(key=rank_key, reverse=True)
# -------------------------------
# Coverage diagnostics output
# -------------------------------
if diagnostics and company is not None:
print("\n" + "=" * 80)
print("COMPANY COVERAGE DIAGNOSTICS")
print("=" * 80)
print(f"Company focus: {company}")
print(f"Event window: +/-{window_days} days")
print(f"Candidates in window: {diag['in_window']}")
print(f"Company-matching candidates: {diag['company_match']}")
print(f"Company-mismatching candidates: {diag['company_mismatch']}")
if diag_company_matches:
print("\nMatched company names seen in metadata:")
for name, cnt in diag_company_matches.most_common(5):
print(f" {name}: {cnt}")
else:
print("\n No filings in window matched the company name.")
if diag["company_match"] == 0:
print("\nLIKELY CAUSE:")
print("- No Microsoft filings exist in the +/-window, OR")
print("- XBRL company names differ materially from 'Microsoft'")
print("- Try widening window_days or inspecting raw XBRL company names")
return pre_results, post_results
def normalize_company(name: str) -> str:
if not name:
return ""
name = name.lower()
name = name.replace("&", "and")
for suffix in [
" incorporated",
" inc",
" inc.",
" corporation",
" corp",
" corp.",
" ltd",
" llc",
" plc",
" co",
]:
name = name.replace(suffix, "")
return " ".join(name.split())
def company_match(query_company: str, meta_company: str) -> bool:
"""
Returns True if company names are 'close enough'.
"""
if not query_company or not meta_company:
return True # permissive fallback
q = normalize_company(query_company)
m = normalize_company(meta_company)
# direct containment
if q in m or m in q:
return True
# token overlap (handles 'johnson johnson' vs 'johnson and johnson')
q_tokens = set(q.split())
m_tokens = set(m.split())
overlap = q_tokens & m_tokens
return len(overlap) >= max(1, len(q_tokens) - 1)
def print_disclosures(disclosure_type, label):
print("\n" + "=" * 80)
print(label)
print("=" * 80)
for i, r in enumerate(disclosure_type, 1):
meta = r["meta"]
print(f"\n{i}. Score: {r['score']:.4f}")
print(f"Company: {meta.get('company_name')}")
print(f"Form: {meta['filing_type']}")
print(
f"Filed: {meta['filing_date']} (T{'+' if int(r['delta_days']) > 0 else ''}{r['delta_days']})"
)
print(f"Section: {meta['section']}")
print(f"EDGAR Detail URL: {meta['edgar_detail_url']}")
print(r["text"][:1200])
print("\n" + "-" * 150)
Load the pre-built index#
The build pipeline (doit) has already chunked our SEC filings, encoded
them with the sentence transformer, and saved the resulting FAISS index
to disk. Here we load that index along with the passage texts and
metadata (company name, filing type, filing date, EDGAR URL, etc.).
We also load the same sentence transformer model so we can encode
queries at search time.
INDEX_DIR = os.path.join(DATA_DIR, "faiss_index", "small")
if not os.path.exists(os.path.join(INDEX_DIR, INDEX_FILENAME)):
raise FileNotFoundError(
f"FAISS index not found at {INDEX_DIR}. "
"Run 'doit' or 'python src/build_faiss_index.py' first."
)
index, texts, metadatas = load_index(INDEX_DIR)
model = SentenceTransformer("sentence-transformers/all-MiniLM-L6-v2")
print(f"Loaded index with {index.ntotal} vectors")
Loading index from /Users/jbejarano/GitRepositories/finm-32900-ALL/case_study_sec_filings/_data/faiss_index/small/sec_filings.faiss
Loading metadata from /Users/jbejarano/GitRepositories/finm-32900-ALL/case_study_sec_filings/_data/faiss_index/small/sec_filings_meta.json
Loaded index with 603750 vectors
Event-driven search#
Plain semantic search returns the most relevant passages regardless of when they were filed. But for event studies we often care about timing: what did the company disclose before an event, and how did disclosures change after?
The search_event function adds a date dimension. Given an event date,
a time window, and an optional company filter, it retrieves the top-k
most relevant passages filed before the event and the top-k filed after.
This lets us compare pre- and post-event language side by side.
event_date = date(2024, 12, 24)
min_date, max_date = get_filing_date_range(metadatas)
print("\n" + "=" * 80)
print("FILING DATE COVERAGE CHECK")
print("=" * 80)
print(f"Available filings date range: {min_date} -> {max_date}")
print(f"Requested event date: {event_date}")
if not (min_date <= event_date <= max_date):
print("\n WARNING: Event date is OUTSIDE the available filings range.")
print("Event-conditioned search will return no results.")
else:
print("\n Event date is within the available filings range.")
================================================================================
FILING DATE COVERAGE CHECK
================================================================================
Available filings date range: 2014-01-23 -> 2026-02-11
Requested event date: 2024-12-24
Event date is within the available filings range.
top_k = 10
print("\n" + "=" * 80)
print("EVENT-CONDITIONED SEARCH RESULTS")
print("=" * 80)
company_focus = "Microsoft" # None
query = """
FTC antitrust investigations, pending litigation, legal settlements
"""
set(
m["company_name"]
for m in metadatas
if company_focus is not None
and company_focus.lower() in (m.get("company_name") or "").lower()
)
pre, post = search_event(
query=query,
event_date=event_date,
model=model,
index=index,
texts=texts,
metadatas=metadatas,
company=company_focus,
k_pre=top_k,
k_post=top_k,
window_days=180,
)
print_disclosures(post, "POST-EVENT DISCLOSURES")
print_disclosures(pre, "PRE-EVENT DISCLOSURES")
================================================================================
EVENT-CONDITIONED SEARCH RESULTS
================================================================================
================================================================================
COMPANY COVERAGE DIAGNOSTICS
================================================================================
Company focus: Microsoft
Event window: +/-180 days
Candidates in window: 23
Company-matching candidates: 0
Company-mismatching candidates: 23
No filings in window matched the company name.
LIKELY CAUSE:
- No Microsoft filings exist in the +/-window, OR
- XBRL company names differ materially from 'Microsoft'
- Try widening window_days or inspecting raw XBRL company names
================================================================================
POST-EVENT DISCLOSURES
================================================================================
1. Score: 0.5698
Company: Meta Platforms, Inc.
Form: 10-K
Filed: 2025-01-30 (T+37)
Section: In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680125000017/0001326801-25-000017-index.html
10-K | In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the U.S. Supreme Court's decision in SE
------------------------------------------------------------------------------------------------------------------------------------------------------
2. Score: 0.5668
Company: Meta Platforms, Inc.
Form: 10-Q
Filed: 2025-05-01 (T+128)
Section: See Note 7 Long-term Debt, Note 8 Commitments and Contingencies, Note 9 Stockholders' Equity, and Note 10 Income Taxes in the notes to the condensed consolidated financial statements included in Part I, Item 1, and "Legal Proceedings" contained in Part II, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding debt, commitments and contingencies, capital return program, and taxes, respectively.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680125000054/0001326801-25-000054-index.html
10-Q | See Note 7 Long-term Debt, Note 8 Commitments and Contingencies, Note 9 Stockholders' Equity, and Note 10 Income Taxes in the notes to the condensed consolidated financial statements included in Part I, Item 1, and "Legal Proceedings" contained in Part II, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding debt, commitments and contingencies, capital return program, and taxes, respectively.
On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the U.S. Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding p
------------------------------------------------------------------------------------------------------------------------------------------------------
3. Score: 0.5457
Company: Meta Platforms, Inc.
Form: 10-K
Filed: 2025-01-30 (T+37)
Section: For information regarding income tax contingencies, see Note 15 Income Taxes.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680125000017/0001326801-25-000017-index.html
10-K | For information regarding income tax contingencies, see Note 15 Income Taxes.
On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the U.S. Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding pending appeal was denied in March 2024. Both the district court action and the appeal were stayed pending the Supreme Court's decision in Jarkesy. Following the Supreme Court's ruling in Jarkesy on June 27, 2024, the government filed a renewed motion to dismiss, which was fully briefed as of October 18, 2024. The district court has yet to rule.
------------------------------------------------------------------------------------------------------------------------------------------------------
4. Score: 0.5430
Company: JOHNSON & JOHNSON
Form: 10-K
Filed: 2025-02-13 (T+51)
Section: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to managements assessment of the litigation contingencies talc, including controls over determining whether a loss is probable and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures. These procedures also included, among others (i) gaining an understanding of the Companys process around the accounting and reporting for the talc litigation; (ii) obtaining and evaluating certain executed settlement agreements related to the talc litigation; (iii) discussing the status of significant known actual and potential litigation and settlements activity with the Companys in-house legal counsel, as well as external counsel when deemed necessary; (iv) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the talc litigation; (v) evaluating the reasonableness of managements assessment regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable; and (vi) evaluating the sufficiency of the Companys litigation contingencies disclosures.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/0000200406-25-000038-index.html
10-K | Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to managements assessment of the litigation contingencies talc, including controls over determining whether a loss is probable and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures. These procedures also included, among others (i) gaining an understanding of the Companys process around the accounting and reporting for the talc litigation; (ii) obtaining and evaluating certain executed settlement agreements related to the talc litigation; (iii) discussing the status of significant known actual and potential litigation and settlements activity with the Companys in-house legal counsel, as well as external counsel when deemed necessary; (iv) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the talc litigation; (v) evaluating the reasonableness of managements assessment regarding whether an unfavorable outcome is reasonably possible or
------------------------------------------------------------------------------------------------------------------------------------------------------
5. Score: 0.5430
Company: Meta Platforms, Inc.
Form: 10-Q
Filed: 2025-05-01 (T+128)
Section: For information regarding income tax contingencies, see Note 10 Income Taxes.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680125000054/0001326801-25-000054-index.html
10-Q | For information regarding income tax contingencies, see Note 10 Income Taxes.
On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the U.S. Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding pending appeal was denied in March 2024. Both the district court action and the appeal were stayed pending the Supreme Court's decision in Jarkesy. Following the Supreme Court's ruling in Jarkesy on June 27, 2024, the government filed a renewed motion to dismiss, which was fully briefed as of October 18, 2024. The district court has yet to rule.
------------------------------------------------------------------------------------------------------------------------------------------------------
================================================================================
PRE-EVENT DISCLOSURES
================================================================================
1. Score: 0.5749
Company: Meta Platforms, Inc.
Form: 10-Q
Filed: 2024-10-31 (T-54)
Section: information regarding leases and contractual commitments, debt, capital return program, taxes, and contingencies, respectively.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680124000081/0001326801-24-000081-index.html
10-Q | information regarding leases and contractual commitments, debt, capital return program, taxes, and contingencies, respectively.
surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade Commission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement and modified consent order to resolve the FTC inquiry, which took effect in April 2020 and required us to pay a penalty of $5.0 billion and to significantly enhance our practices and processes for privacy compliance and oversight. The state attorneys general inquiries and litigation and certain government inquiries in other jurisdictions remain ongoing and could subject us to additional substantial fines and costs, require us to change our business practices, divert resources and the attention of management from our business, or adversely affect our business. Trial in the New Mexico Attorney General's case is scheduled to begin on May 12, 2025. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against certain of our directors and officers asserting breach of f
------------------------------------------------------------------------------------------------------------------------------------------------------
2. Score: 0.5555
Company: Meta Platforms, Inc.
Form: 10-Q
Filed: 2024-10-31 (T-54)
Section: We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could adversely affect our liquidity. The incurrence of indebtedness also results in increased fixed obligations and increased interest expense, and could also include covenants or other restrictions that would impede our ability to manage our operations. We may also issue equity securities to pay for acquisitions and we regularly grant restricted stock units to retain the employees of acquired companies, which could increase our expenses, adversely affect our financial results, and result in dilution to our stockholders. In addition, any acquisitions or other strategic transactions we announce could be viewed negatively by users, marketers, developers, or investors, which may adversely affect our business or the price of our Class A common stock.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680124000081/0001326801-24-000081-index.html
10-Q | We may pay substantial amounts of cash or incur debt to pay for acquisitions or other strategic transactions, which has occurred in the past and could adversely affect our liquidity. The incurrence of indebtedness also results in increased fixed obligations and increased interest expense, and could also include covenants or other restrictions that would impede our ability to manage our operations. We may also issue equity securities to pay for acquisitions and we regularly grant restricted stock units to retain the employees of acquired companies, which could increase our expenses, adversely affect our financial results, and result in dilution to our stockholders. In addition, any acquisitions or other strategic transactions we announce could be viewed negatively by users, marketers, developers, or investors, which may adversely affect our business or the price of our Class A common stock.
and litigation, and certain government inquiries in other jurisdictions remain ongoing. The FTC also continues to monitor us and our compliance with the modified consent order and initiated an administrative proceeding against us, which we are challenging at the agency and in federal cour
------------------------------------------------------------------------------------------------------------------------------------------------------
3. Score: 0.5519
Company: Meta Platforms, Inc.
Form: 10-Q
Filed: 2024-08-01 (T-145)
Section: information regarding leases and contractual commitments, debt, capital return program, taxes, and contingencies, respectively.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/0001326801-24-000069-index.html
10-Q | information regarding leases and contractual commitments, debt, capital return program, taxes, and contingencies, respectively.
On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding pending appeal was denied in March 2024. Both the district court action and the appeal were stayed pending the Supreme Court's decision in Jarkesy. Following the Supreme Court's ruling in Jarkesy on June 27, 2024, the district court entered an agreed order requiring the FTC to file its anticipated rene
------------------------------------------------------------------------------------------------------------------------------------------------------
4. Score: 0.5516
Company: Meta Platforms, Inc.
Form: 10-Q
Filed: 2024-08-01 (T-145)
Section: For information regarding income tax contingencies, see Note 14 Income Taxes.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680124000069/0001326801-24-000069-index.html
10-Q | For information regarding income tax contingencies, see Note 14 Income Taxes.
On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding pending appeal was denied in March 2024. Both the district court action and the appeal were stayed pending the Supreme Court's decision in Jarkesy. Following the Supreme Court's ruling in Jarkesy on June 27, 2024, the district court entered an agreed order requiring the FTC to file its anticipated renewed motion to dismiss by August 14, 2024. On July
------------------------------------------------------------------------------------------------------------------------------------------------------
5. Score: 0.5422
Company: Meta Platforms, Inc.
Form: 10-Q
Filed: 2024-10-31 (T-54)
Section: For information regarding income tax contingencies, see Note 14 Income Taxes.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/1326801/000132680124000081/0001326801-24-000081-index.html
10-Q | For information regarding income tax contingencies, see Note 14 Income Taxes.
On November 29, 2023, we separately filed a complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the FTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our motion for preliminary injunction and a motion to dismiss the complaint. On March 14, 2024, the district court denied our motion to preliminarily enjoin the FTC proceeding during the pendency of the litigation, and also denied the FTC's motion to dismiss our complaint without prejudice, pending the U.S. Supreme Court's decision in SEC v. Jarkesy (Jarkesy). Our motion for a stay of the FTC proceeding pending appeal was denied in March 2024. Both the district court action and the appeal were stayed pending the Supreme Court's decision in Jarkesy. Following the Supreme Court's ruling in Jarkesy on June 27, 2024, the government filed a renewed motion to dismiss, which is fully briefed as of October 18, 2024. The parties are required to report ba
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6. Score: 0.5395
Company: JPMORGAN CHASE & CO
Form: 10-Q
Filed: 2024-10-30 (T-55)
Section: Litigation Contingencies As of September 30, 2024, the Firm and its subsidiaries and affiliates are defendants or respondents in numerous evolving legal proceedings, including private proceedings, public proceedings, government investigations, regulatory enforcement matters, and the matters described below. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations and regulatory enforcement matters involve both formal and informal proceedings, by both governmental agencies and self-regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Firms lines of business and several geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories. The Firm believes the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for its legal proceedings is from $0 to approximately $1.7 billion at September 30, 2024. This estimated aggregate range of reasonably possible losses was based upon information available as of that date for those proceedings in which the Firm believes that an estimate of reasonably possible loss can be made. For certain matters, the Firm does not believe that such an estimate can be made, as of that date. The Firms estimate of the aggregate range of reasonably possible losses involves significant judgment, given: the number, variety and varying stages of the proceedings, including the fact that many are in preliminary stages, the existence in many such proceedings of multiple defendants, including the Firm, whose share of liability (if any) has yet to be determined, the numerous yet-unresolved issues in many of the proceedings, including issues regarding class certification and the scope of many of the claims, and the uncertainty of the various potential outcomes of such proceedings, including where the Firm has made assumptions concerning future rulings by the court or other adjudicator, or about the behavior or incentives of adverse parties or regulatory authorities, and those assumptions prove to be incorrect. In addition, the outcome of a particular proceeding may be a result which the Firm did not take into account in its estimate because the Firm had deemed the likelihood of that outcome to be remote. Accordingly, the Firms estimate of the aggregate range of reasonably possible losses will change from time to time, and actual losses may vary significantly. Set forth below are descriptions of the Firms material legal proceedings. 1MDB Litigation . J.P. Morgan (Suisse) SA was named as a defendant in a civil litigation filed in May 2021 in Malaysia by 1Malaysia Development Berhad (1MDB), a Malaysian state-owned and controlled investment fund. The claim alleges dishonest assistance against J.P. Morgan (Suisse) SA in relation to payments of $300 million and $500 million, from 2009 and 2010, respectively, received from 1MDB and paid into an account at J.P. Morgan (Suisse) SA held by 1MDB PetroSaudi Limited, a joint venture company between 1MDB and PetroSaudi Holdings (Cayman) Limited. In March 2024, the Court upheld the Firm's challenge to the validity of service and the Malaysian Courts jurisdiction to hear the claim. That decision has been appealed by 1MDB. In August 2023, the Court denied an application by 1MDB to discontinue its claim with permission to re-file a new claim in the future. That decision was appealed by both 1MDB and the Firm, and an appeals court is scheduled to hear both appeals in December 2024. In its appeal, the Firm seeks to prevent any claim from continuing. In addition, in November 2023, the Federal Office of the Attorney General (OAG) in Switzerland notified J.P. Morgan (Suisse) SA that it is conducting an investigation into possible criminal liability in connection with transactions arising from J.P. Morgan (Suisse) SAs relationship with the 1MDB PetroSaudi joint venture and its related persons for the period September 2009 through August 2015. The OAG investigation is ongoing. Amrapali . Indias Enforcement Directorate (ED) is investigating J.P. Morgan India Private Limited in connection with investments made in 2010 and 2012 by two offshore funds formerly managed by JPMorgan Chase entities into residential housing projects developed by the Amrapali Group (Amrapali) relating to delays in delivering or failure to deliver residential units. In August 2021, the ED issued an order fining J.P. Morgan India Private Limited approximately $31.5 million, and the Firm is appealing that order. Relatedly, in July 2019, the Supreme Court of India issued an order making preliminary findings that Amrapali and other parties, including unspecified JPMorgan Chase entities and the offshore funds that had invested in the projects, violated certain criminal currency control and money laundering provisions, and ordered the ED to conduct a further inquiry. The Firm is responding to and cooperating with the inquiry. Foreign Exchange Investigations and Litigation. The Firm previously reported settlements with certain government authorities relating to its foreign exchange (FX) sales and trading activities and controls related to those activities. Among those resolutions, in May 2015, the Firm pleaded guilty to a single violation of federal antitrust law. The Department of Labor ("DOL") granted the Firm exemptions that permit the Firm and its affiliates to continue to rely on the Qualified Professional Asset Manager exemption under the Employee Retirement Income Security Act (ERISA) through the ten-year disqualification period following the antitrust plea. The only remaining FX-related governmental inquiry is a South Africa Competition Commission matter which is currently pending before the South Africa Competition Tribunal. With respect to civil litigation matters, some FX-related individual and putative class actions filed outside the U.S., including in the U.K., Israel, the Netherlands, Brazil and Australia remain. In July 2023, the U.K. Court of Appeal overturned the Competition Appeal Tribunal's earlier denial of a request for class certification on an opt-out basis. In Israel, a settlement in principle has been reached on the putative class action, which remains subject to court approval. Government Inquiries Related to the Zelle Network . The Firm is responding to inquiries from the Consumer Financial Protection Bureau (CFPB) regarding the transfers of funds through the Zelle Network. In connection with this, the CFPB Staff has informed the Firm that it is authorized to pursue a resolution of the inquiries or file an enforcement action. The Firm is evaluating next steps, including litigation. Interchange Litigation . Groups of merchants and retail associations filed a series of class action complaints alleging that Visa and Mastercard, as well as certain banks, conspired to set the price of credit and debit card interchange fees and enacted related rules in violation of antitrust laws. In September 2018, the parties settled the class action seeking monetary relief, with the defendants collectively contributing approximately $6.2 billion. The settlement has been approved by the United States District Court for the Eastern District of New York and affirmed on appeal. Based on the percentage of merchants that opted out of the settlement, $700 million has been returned to the defendants from the settlement escrow. A separate class action seeking injunctive relief continues, and in September 2021, the District Court granted plaintiffs motion for class certification in part, and denied the motion in part. In June 2024, the District Court denied preliminary approval of a settlement of the injunctive class action in which Visa and Mastercard agreed to certain changes to their respective network rules and system-wide reductions in interchange rates for U.S.-based merchants. The parties are considering next steps. Of the merchants who opted out of the damages class settlement, certain merchants filed individual actions raising similar allegations against Visa and Mastercard, as well as against the Firm and other banks. While some of those actions remain pending, the defendants have reached settlements with the merchants who opted out representing over 70% of the combined Mastercard-branded and Visa-branded payment card sales volume. LIBOR and Other Benchmark Rate Investigations and Litigation . JPMorgan Chase has responded to inquiries from various governmental agencies and entities around the world relating primarily to the British Bankers Associations (BBA) London Interbank Offered Rate (LIBOR) for various currencies and the European Banking Federations Euro Interbank Offered Rate (EURIBOR). The Swiss Competition Commissions investigation relating to EURIBOR, to which the Firm and one other bank remain subject, continues. The Firm appealed a December 2016 decision by the European Commission against the Firm and other banks finding an infringement of European antitrust rules relating to EURIBOR. In December 2023, the European General Court annulled the fine imposed by the European Commission, but exercised its discretion to re-impose a fine in an identical amount. In March 2024, the Firm filed an appeal of this decision with the Court of Justice of the European Union. In addition, the Firm has been named as a defendant along with other banks in various individual and putative class actions related to benchmark rates, including U.S. dollar LIBOR. In actions related to U.S. dollar LIBOR during the period that it was administered by the BBA, the United States District Court for the Southern District of New York granted class certification of antitrust claims related to bonds and interest rate swaps sold directly by the defendants, including the Firm. The Firm has obtained dismissal of certain actions and resolved certain other actions, and as to all remaining actions has moved for summary judgment. In addition, a lawsuit filed by a group of individual plaintiffs asserting antitrust claims, alleging that the Firm and other defendants were engaged in an unlawful agreement to set U.S. dollar LIBOR and conspired to monopolize the market for LIBOR-based consumer loans and credit cards was dismissed in October 2023. Plaintiffs' appeal of the dismissal to the United States Court of Appeals for the Ninth Circuit filed in November 2023 remains pending. The Firm has resolved all non-U.S. dollar LIBOR actions. Russian Litigation. The Firm is obligated to comply with international sanctions laws, which mandate the blocking of certain assets. These laws apply when assets associated with individuals, companies, products or services are within the scope of the sanctions. The Firm has faced actual and threatened litigation in Russia seeking payments that the Firm cannot make under, and is contractually excused from paying as a result of, relevant sanctions laws. In claims involving the Firm and claims filed against other financial institutions, Russian courts have disregarded the parties contractual agreements concerning forum selection and did not recognize foreign sanctions laws as a basis for not making payment. Russian courts have entered judgment against the Firm in five claims, including one for $439 million. The total amount of the judgments exceeds the total amount of available assets that the Firm holds in Russia. One judgment in the amount of $14 million was executed in July 2024 against assets held onshore by the Firm in Russia. The Firm continues to appeal the Russian courts' decisions, and judgments may not be executed while on appeal. Russian courts have also ordered interim freezes of Firm assets in Russia (including, among other things, funds in bank accounts, securities, shares in authorized capital, and certain trademarks, of the named defendants) pending a determination of certain underlying claims against the Firm. The Firm has challenged the freeze orders in the Russian courts and, in one claim, also in a New York federal court action, in response to which a Russian court then issued an order instructing the Firm to discontinue that New York action. If further claims are enforced despite the actions taken by the Firm to challenge the claims and orders and to seek the proper application of law, the Firms assets in Russia could be seized in full, and certain client assets could also be seized, or the Firm could be prevented from complying with its obligations. SEC Inquiries . The Firm is responding to requests from the SEC regarding aspects of certain advisory programs within J.P. Morgan Securities LLC, including aggregation of accounts for billing, discounting advisory fees, and selecting portfolio managers. Separately, the Firm is responding to requests from the SEC in connection with the timing of the Firms liquidation of shares distributed in-kind to certain investment vehicles that invest in third-party managed private funds. The Firm continues to cooperate and is currently engaged in advanced resolution discussions with the SEC with respect to most matters. There is no assurance that such discussions will result in resolutions. Securities Lending Antitrust Litigation . JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, J.P. Morgan Prime, Inc., and J.P. Morgan Strategic Securities Lending Corp. are named as defendants in a putative class action filed in the United States District Court for the Southern District of New York. The complaint asserts violations of federal antitrust law and New York State common law in connection with an alleged conspiracy to prevent the emergence of anonymous exchange trading for securities lending transactions. The court has granted final approval of the settlement in this action. Shareholder Litigation . Several shareholder putative class actions, as well as shareholder derivative actions purporting to act on behalf of the Firm, have been filed against the Firm, its Board of Directors and certain of its current and former officers. Certain of these shareholder suits relate to historical trading practices by former employees in the precious metals and U.S. treasuries markets and related conduct which were the subject of the Firms resolutions with the DOJ, CFTC and SEC in September 2020, and fiduciary activities that were separately the subject of a resolution between JPMorgan Chase Bank, N.A. and the OCC in November 2020. One of these shareholder derivative suits was filed in the Supreme Court of the State of New York in May 2022, asserting breach of fiduciary duty and unjust enrichment claims relating to the historical trading practices and related conduct and fiduciary activities which were the subject of the resolutions described above. In December 2022, the court granted defendants motion to dismiss this action in full, and in July 2023, the plaintiff filed an appeal, which remains pending. A second shareholder derivative action relating to the historical trading practices and related conduct was filed in the United States District Court for the Eastern District of New York in December 2022. Defendants have moved to dismiss the complaint. Trading Venues Investigations . The Firm responded to government inquiries regarding its processes to inventory trading venues and confirm the completeness of certain data fed to trade surveillance platforms. The Firm self-identified that certain trading and order data through the CIB was not feeding into its trade surveillance platforms. The Firm entered into resolutions with the OCC and the Board of Governors of the FRB in March 2024 and with the Commodity Futures Trading Commission in May 2024. The resolutions required the Firm to, among other things, pay aggregate civil penalties of $450 million, which the Firm has paid, and to complete the Firms ongoing remediation. The Firm also engaged an independent compliance consultant, which completed an assessment of the Firm's trade surveillance program as required by the resolutions. The Firm does not expect any disruption of service to clients as a result of these resolutions. * * * In addition to the various legal proceedings discussed above, JPMorgan Chase and its subsidiaries are named as defendants or are otherwise involved in a substantial number of other legal proceedings. The Firm believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and it intends to defend itself vigorously. Additional legal proceedings may be initiated from time to time in the future. The Firm has established reserves for several hundred of its currently outstanding legal proceedings. In accordance with the provisions of U.S. GAAP for contingencies, the Firm accrues for a litigation-related liability when it is probable that such a liability has been incurred and the amount of the loss can be reasonably estimated. The Firm evaluates its outstanding legal proceedings each quarter to assess its litigation reserves, and makes adjustments in such reserves, upward or downward, as appropriate, based on managements best judgment after consultation with counsel. The Firms legal expense was $259 million and $665 million for the three months ended September 30, 2024 and 2023, respectively. There is no assurance that the Firms litigation reserves will not need to be adjusted in the future. In view of the inherent difficulty of predicting the outcome of legal proceedings, particularly where the claimants seek very large or indeterminate damages, or where the matters present novel legal theories, involve a large number of parties or are in early stages of discovery, the Firm cannot state with confidence what will be the eventual outcomes of the currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or consequences related to those matters. JPMorgan Chase believes, based upon its current knowledge and after consultation with counsel, consideration of the material legal proceedings described above and after taking into account its current litigation reserves and its estimated aggregate range of possible losses, that the other legal proceedings currently pending against it should not have a material adverse effect on the Firms consolidated financial condition. The Firm notes, however, that in light of the uncertainties involved in such proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves it has currently accrued or that a matter will not have material reputational consequences. As a result, the outcome of a particular matter may be material to JPMorgan Chases operating results for a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of JPMorgan Chases income for that period.
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/19617/000001961724000611/0000019617-24-000611-index.html
10-Q | Litigation Contingencies As of September 30, 2024, the Firm and its subsidiaries and affiliates are defendants or respondents in numerous evolving legal proceedings, including private proceedings, public proceedings, government investigations, regulatory enforcement matters, and the matters described below. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations and regulatory enforcement matters involve both formal and informal proceedings, by both governmental agencies and self-regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Firms lines of business and several geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories. The Firm believes the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for its legal proceedings is from $0 to approximately $1.7 billion at September 30, 2024. This estimated
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7. Score: 0.5313
Company: JPMORGAN CHASE & CO
Form: 10-Q
Filed: 2024-10-30 (T-55)
Section: Contingencies
EDGAR Detail URL: https://www.sec.gov/Archives/edgar/data/19617/000001961724000611/0000019617-24-000611-index.html
10-Q | Contingencies
As of September 30, 2024, the Firm and its subsidiaries and affiliates are defendants or respondents in numerous evolving legal proceedings, including private proceedings, public proceedings, government investigations, regulatory enforcement matters, and the matters described below. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations and regulatory enforcement matters involve both formal and informal proceedings, by both governmental agencies and self-regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Firms lines of business and several geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories. The Firm believes the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for its legal proceedings is from $0 to approximately $1.7 billion at September 30, 2024. This estimated aggregate
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Simple search#
For comparison, here is a plain semantic search with no date filtering. This is useful when you want the best matches across the entire corpus regardless of timing.
# search query
query = "johnson and johnson restructuring losses or expenses"
top_k = 25
print("\n" + "=" * 50)
results = search(query, model, index, texts, metadatas, k=top_k)
for i, r in enumerate(results, 1):
meta = r["meta"]
print(f"\nResult {i} - {r['score']:.2%}")
print(f"File: {meta['filename']}")
print(f"EDGAR detail URL: {meta.get('edgar_detail_url', 'N/A')}")
# Short preview; adjust length as needed
print(f"Text preview:\n...")
print(r["text"][:2000])
==================================================
Result 1 - 63.28%
File: 0001193125-16-742796.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/789019/000119312516742796/0001193125-16-742796-index.html
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10-Q | contingencies for these issues within the next 12 months. We also
Three Months Ended September 30, 2016 2015 Dividends and interest
income $
293 $
199 Interest expense (437
) (249
) Net recognized gains on
investments 405 2 Net losses on derivatives (94
) (103
) Net losses on foreign currency
remeasurements (52
) (36
) Other (15
) (93
) Total $
100 $
(280
) Changes
in the restructuring liability were as follows: (In millions) Severance Other
(a) Total Restructuring liability as of
June 30, 2016 $
470 $
239 $
709 Restructuring charges 0 0 0 Cash paid (161
) (15
) (176
) Restructuring liability as of
September 30, 2016 $
309 $
224 $
533 (a) Other primarily reflects activities associated
with the consolidation of our facilities and manufacturing
operations, including contract termination costs and asset
write-downs.
Result 2 - 63.12%
File: 0000200406-24-000075.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040624000075/0000200406-24-000075-index.html
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10-Q | Commitments and Contingencies (Note 11)
Discontinued operations - basic (0.09) Total net earnings (loss) per share - basic $1.95 $1.98 Continuing operations - diluted $1.93 $2.05 Discontinued operations - diluted (0.09) Total net earnings (loss) per share - diluted $1.93 $1.96 Avg. shares outstanding Basic 2,406.8 2,598.4 Diluted 2,422.0 2,625.7 See Notes to Consolidated Financial Statements Prior year results have been recast to reflect the continuing operations of Johnson & Johnson 2 Table of Contents Johnson & Johnson and subsidiaries consolidated statements of earnings (Unaudited; Dollars & Shares in Millions Except Per Share Amounts) Fiscal Six Months Ended June 30, 2024 Percent to Sales July 2, 2023 Percent to Sales Sales to customers (Note 9) $43,830 100.0 % $42,413 100.0 % Cost of products sold 13,380 30.5 13,149 31.0 Gross profit 30,450 69.5 29,264 69.0 Selling, marketing and administrative expenses 10,938 25.0 10,302 24.3 Research and development expense 6,982 16.0 7,158 16.9 In-process research and development impairments 194 0.4 49 0.1 Interest income (759) (1.8) (524) (1.2) Interest expense, net of portion capitalized 425 1.0 429 1.0 Other (income) expense, net 3,057 7.0 6,556 15.5 Restructuring (Note 12) 151 0.3 275 0.6 Earnings before provision for taxes on income 9,462 21.6 5,019 11.8 Provision for taxes on income (Note 5) 1,521 3.5 134 0.3 Net earnings from continuing operations 7,941 18.1 % 4,885 11.5 % Net earnings from discontinued operations, net of tax (Note 13) 191 Net earnings $7,941 $5,076 Net earnings per share (Note 8) Continuing operations - basic $3.30 $1.88
Result 3 - 62.81%
File: 0000200406-24-000049.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040624000049/0000200406-24-000049-index.html
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10-Q | Commitments and Contingencies (Note 11)
Johnson & Johnson and subsidiaries consolidated statements of cash flows (Unaudited; Dollars in Millions) Fiscal Three Months Ended March 31, 2024 April 2, 2023 Cash flows from operating activities Net earnings/(Loss) $3,255 (68) Adjustments to reconcile net earnings to cash flows from operating activities: Depreciation and amortization of property and intangibles 1,815 1,880 Stock based compensation 302 306 Asset write-downs 185 426 Net gain on sale of assets/businesses (8) Deferred tax provision (1,562) (1,543) Credit losses and accounts receivable allowances 1 Changes in assets and liabilities, net of effects from acquisitions and divestitures: Increase in accounts receivable (279) (54) Increase in inventories (348) (524) Decrease in accounts payable and accrued liabilities (2,483) (2,572) Decrease/(Increase) in other current and non-current assets 3,199 (915) (Decrease)/Increase in other current and non-current liabilities (427) 6,328 Net cash flows from operating activities 3,657 3,257 Cash flows from investing activities Additions to property, plant and equipment (807) (863) Proceeds from the disposal of assets/businesses, net (Note 10) 210 40 Acquisitions, net of cash acquired (Note 10) (1,811) Purchases of investments (630) (3,774) Sales of investments 979 7,766 Credit support agreements activity, net 1,600 158 Other (including capitalized licenses and milestones) (5) (12) Net cash (used by)/ from investing activities (464) 3,315 Cash flows from financing activities Dividends to shareholders (2,869) (2,942) Repurchase of common stock (1,475) (3,537) Proceeds from short-term debt 5,263 11,094 Repayment of short-term debt (890) (5,388) Proceeds from long-term debt, net of issuance costs 2 7,674 Repayment of long-term debt (1) (500)
Result 4 - 62.46%
File: 0000200406-17-000006.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040617000006/0000200406-17-000006-index.html
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10-K | Johnson & Johnson and certain of its subsidiaries are involved in various lawsuits and claims regarding product liability, intellectual property, commercial and other matters; governmental investigations; and other legal proceedings that arise from time to time in the ordinary course of their business. The Company records accruals for loss contingencies associated with these legal matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. As of January 1, 2017, 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
(Dollars in Millions) Severance Asset Write-offs Other** Total
2015 restructuring charge $ 484 86 20 590 2015 activity (86 ) (3 ) (89 ) Reserve balance, January 3, 2016 484 17 501 Current year activity:
Charges 249 436 685
Cash payments (104 ) (452 ) (556 )
Settled non cash (249 ) (249 ) Reserve balance, January 1, 2017* $ 380 1 381 *Cash outlays for severance are expected to be substantially paid out over the next 18 months in accordance with the Company's plans and local laws. **Other includes project expense such as salaries for employees supporting the initiative and consulting expenses.
Result 5 - 61.50%
File: 0000200406-25-000038.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/0000200406-25-000038-index.html
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10-K | For discussion on results of operations and financial condition pertaining to the fiscal years 2023 and 2022 see the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Item 7. Management's discussion and analysis of results of operations and financial condition. Prior periods disclosed herein were recast to reflect the continuing operations of the Company.
Other (Income) Expense, Net: 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), changes in the fair value of securities, investment (income)/loss related to employee benefit programs, gains and losses on divestitures, certain transactional currency gains and losses, acquisition and divestiture related costs, litigation accruals and settlements, as well as royalty income. 30 Other (income) expense, net for the fiscal year 2024 reflected less expense of $1.9 billion as compared to the prior year primarily due to the following: (Dollars in Billions)(Income)/Expense 2024 2023 Change Litigation related(1) $5.5 6.9 (1.4) Acquisition, Integration and Divestiture related(2) 0.8 0.3 0.5 Changes in the fair value of securities(3) 0.3 0.6 (0.3) COVID-19 vaccine manufacturing exit related costs 0.1 0.4 (0.3) Monetization of royalty rights (0.3) 0.0 (0.3) Employee benefit plan related (0.9) (1.4) 0.5 Other (0.8) (0.2) (0.6) Total Other (Income) Expense, Net $4.7 6.6 (1.9) (1)The fiscal years 2024 and 2023 include charges primarily for talc matters (See Note 19 to the Consolidated Financial Statements for more details). The fiscal year 2023 includes favorable intellectual property related litigation settlements of approximately $0.3 billion. (2)The fiscal year 2024 is primarily related to the acquisition of Shockwave. The fiscal year 2023 is primarily related to the impairment of Ponvory and one-time integration costs rel
Result 6 - 60.91%
File: 0000200406-25-000178.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040625000178/0000200406-25-000178-index.html
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10-Q | Commitments and Contingencies (Note 11)
Other comprehensive income (loss), net of tax 1,274 1,274 Balance, June 30, 2024 $71,538 155,360 (11,253) 3,120 (75,689) See Notes to Consolidated Financial Statements 6 Table of Contents Johnson & Johnson and subsidiaries consolidated statements of cash flows (Unaudited; Dollars in Millions) Fiscal Six Months Ended June 29, 2025 June 30, 2024 Cash flows from operating activities Net earnings $16,536 7,941 Adjustments to reconcile net earnings to cash flows from operating activities: Depreciation and amortization of property and intangibles 3,715 3,597 Stock based compensation 698 643 Asset write-downs 30 379 Charges for purchase of in-process research and development assets 92 Net gain on sale of assets/businesses (74) (223) Deferred tax provision 2,997 (2,257) Credit losses and accounts receivable allowances 3 Changes in assets and liabilities, net of effects from acquisitions and divestitures: Increase in accounts receivable (2,283) (1,163) Increase in inventories (656) (739) (Decrease) / Increase in accounts payable and accrued liabilities (886) 449 (Increase)/Decrease in other current and non-current assets (6,194) 3,731 Decrease in other current and non-current liabilities (5,926) (3,068) Net cash flows from operating activities 8,052 9,290 Cash flows from investing activities Additions to property, plant and equipment (1,838) (1,783) Proceeds from the disposal of assets/businesses, net (Note 10) 332 573 Acquisitions, net of cash acquired (Note 10) (14,458) (14,807) Acquired in-process research and development assets / related milestones (Note 10) (369) Purchases of investments (431) (1,184) Sales of investments 953 1,706 Credit support agreements activity, net (2,684) 1,430 Other (including capitalized licenses and milestones) (66) (86)
Result 7 - 60.79%
File: 0000200406-25-000209.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040625000209/0000200406-25-000209-index.html
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10-Q | Commitments and Contingencies (Note 11)
Other 1 1 Other comprehensive income (loss), net of tax 5 5 Balance, September 29, 2024 $70,158 155,179 (12,522) 3,120 (75,619) See Notes to Consolidated Financial Statements 6 Table of Contents Johnson & Johnson and subsidiaries consolidated statements of cash flows (Unaudited; Dollars in Millions) Fiscal Nine Months Ended September 28, 2025 September 29, 2024 Cash flows from operating activities Net earnings $21,688 10,635 Adjustments to reconcile net earnings to cash flows from operating activities: Depreciation and amortization of property and intangibles 5,492 5,443 Stock based compensation 1,045 938 Asset write-downs 123 379 Charges for acquired in-process research and development assets 109 1,252 Net gain on sale of assets/businesses (131) (225) Deferred tax provision 5,215 (2,167) Credit losses and accounts receivable allowances (6) (11) Changes in assets and liabilities, net of effects from acquisitions and divestitures: Increase in accounts receivable (2,172) (1,259) Increase in inventories (1,404) (1,038) Increase in accounts payable and accrued liabilities 1,111 2,713 (Increase)/Decrease in other current and non-current assets (7,653) 949 Decrease in other current and non-current liabilities (6,196) (326) Net cash flows from operating activities 17,221 17,283 Cash flows from investing activities Additions to property, plant and equipment (2,995) (2,812) Proceeds from the disposal of assets/businesses, net (Note 10) 408 623 Acquisitions, net of cash acquired (Note 10) (14,459) (15,145) Acquired in-process research and development assets / related milestones (Note 10) (385) (1,250) Purchases of investments (677) (1,464) Sales of investments 1,442 2,172 Credit support agreements activity, net (2,338) 699
Result 8 - 60.71%
File: 0000200406-25-000178.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040625000178/0000200406-25-000178-index.html
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10-Q | Commitments and Contingencies (Note 11)
Johnson & Johnson and subsidiaries consolidated statements of earnings (Unaudited; Dollars & Shares in Millions Except Per Share Amounts) Fiscal Six Months Ended June 29, 2025 Percent to Sales June 30, 2024 Percent to Sales Sales to customers (Note 9) $45,636 100.0 % $43,830 100.0 % Cost of products sold 14,985 32.8 13,380 30.5 Gross profit 30,651 67.2 30,450 69.5 Selling, marketing and administrative expenses 11,001 24.1 10,938 25.0 Research and development expense 6,741 14.8 6,982 16.0 In-process research and development impairments 194 0.4 Interest income (592) (1.3) (759) (1.8) Interest expense, net of portion capitalized 512 1.1 425 1.0 Other (income) expense, net (7,214) (15.8) 3,057 7.0 Restructuring (Note 12) 81 0.2 151 0.3 Earnings before provision for taxes on income 20,122 44.1 9,462 21.6 Provision for taxes on income (Note 5) 3,586 7.9 1,521 3.5 Net earnings $16,536 36.2 % $7,941 18.1 % Net earnings per share (Note 8) Basic $6.87 $3.30 Diluted $6.82 $3.27 Avg. shares outstanding Basic 2,406.7 2,407.5 Diluted 2,423.3 2,428.5 See Notes to Consolidated Financial Statements Form 10-Q 3 Table of Contents Johnson & Johnson and subsidiaries consolidated statements of comprehensive income (Unaudited; Dollars in Millions) Fiscal Second Quarter Ended Fiscal Six Months Ended June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024 Net earnings $5,537 4,686 $16,536 7,941 Other comprehensive income (loss), net of tax Foreign currency translation (3,164) (389) (3,739) 1,734 Securities: Unrealized holding gain (loss) arising during period (1) (1) (1) 1 Net change (1) (1) (1) 1
Result 9 - 60.65%
File: 0000200406-21-000057.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040621000057/0000200406-21-000057-index.html
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10-Q | Commitments and Contingencies (Note 11)
See Notes to Consolidated Financial Statements 6 Table of Content JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; Dollars in Millions)
Fiscal Six Months Ended
July 4, 2021 June 28, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 12,475 9,422
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property and intangibles 3,733 3,473
Stock based compensation 661 589 Asset write-downs 26 33
Contingent consideration reversal ( 983 )
Net gain on sale of assets/businesses ( 601 ) ( 60 ) Deferred tax provision ( 685 ) ( 428 )
Credit losses and accounts receivable allowances ( 52 ) 117
Changes in assets and liabilities, net of effects from acquisitions and divestitures:
Increase in accounts receivable ( 1,566 ) ( 520 )
Increase in inventories ( 818 ) ( 637 )
Decrease in accounts payable and accrued liabilities ( 4,050 ) ( 2,319 )
Decrease/(Increase) in other current and non-current assets 1,415 ( 1,048 )
Decrease in other current and non-current liabilities ( 1,150 ) ( 829 ) NET CASH FLOWS FROM OPERATING ACTIVITIES 9,388 6,810
Result 10 - 60.52%
File: 0001193125-16-550254.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/789019/000119312516550254/0001193125-16-550254-index.html
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10-Q | contingencies for these issues within the next 12 months. We also
(In millions) Severance Asset Impairments and
Other (a) Total Restructuring liability as of
June 30, 2015 $ 588 $ 249 $ 837
Restructuring charges 0 0 0
Cash paid (400 ) (92 ) (492 )
Other (23 ) 0 (23 ) Restructuring liability as of
March 31, 2016 $ 165 $ 157 $ 322 (a) Asset Impairments and Other primarily reflects
activities associated with the consolidation of our facilities and
manufacturing operations, including asset write-downs as well as
contract termination costs.
Result 11 - 60.08%
File: 0001193125-14-380252.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/789019/000119312514380252/0001193125-14-380252-index.html
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10-Q | 'Monetary' elements on report '179 - Disclosure - Contingencies - Additional Information (Detail)' had a mix of different decimal attribute values.
Summary of Changes in Restructuring Liability A summary of the changes
in our restructuring liability during the three months ended
September 30, 2014 is as follows: (In millions) Severance Asset Impairments and
Other (a) Total Restructuring liability as of
June 30, 2014 $ 0 $ 0 $ 0 Restructuring charges 697 351 1,048 Cash paid (163 ) (7 ) (170 ) Non-cash settlements 0 (253 ) (253 ) Restructuring liability as of
September 30, 2014 $ 534 $ 91 $ 625 (a) Asset impairments and other primarily reflects activities
associated with the consolidation of our facilities and
manufacturing operations, including non-cash asset write-downs of
$253 million as well as contract termination costs. (In millions) Severance Asset Impairments and
Other (a) Total Restructuring liability as of
June 30, 2014 $ 0 $ 0 $ 0 Restructuring charges 697 351 1,048 Cash paid (163 ) (7 ) (170 ) Non-cash settlements 0 (253 ) (253 ) Restructuring liability as of
September 30, 2014 $ 534 $ 91 $ 625 (a) Asset impairments and other primarily reflects activities
associated with the consolidation of our facilities and
manufacturing operations, including non-cash asset write-downs of
$253 million as well as contract termination costs. (In millions) Severance Asset Impairments and
Other (a) Total Restructuring liability as of
June 30, 2014 $ 0 $ 0 $ 0
Restructuring charges 697 351 1,048
Cash paid (163 ) (7 ) (170 )
Non-cash settlements 0 (253 ) (253 )
Result 12 - 60.02%
File: 0001193125-15-144151.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/789019/000119312515144151/0001193125-15-144151-index.html
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10-Q | and expenses. Examples of estimates include: loss contingencies;
During the remainder of
fiscal year 2015, we expect to incur additional pre-tax
restructuring charges of approximately $100 million, primarily
related to asset write-downs and lease termination
costs.
Changes in the restructuring
liability were as follows: (In millions) Severance Asset Impairments and
Other (a) Total Restructuring liability as of
June 30, 2014 $
0 $
0 $
0 Restructuring charges 783 495 1,278 Cash paid (651
) (101
) (752
) Other (19
) (348
) (367
) Restructuring liability as of
March 31, 2015 $
113 $
46 $
159 (a) Asset Impairments and Other primarily reflects
activities associated with the consolidation of our facilities and
manufacturing operations, including asset write-downs of $333
million during the nine months ended March 31, 2015, as well
as contract termination costs. 8215000000
-909000000
45830000000
565000000
-910000000
367000000
73470000000
-237000000
-341000000
463000000
555000000
71400000000
-157000000
752000000
7386000000
-295000000
20214000000
107000000
15151000000
49000000
20263000000
33347000000
10164000000
-271000000
605000000
-386000000
1500000000
4163000000
15388000000
568000000
-6904000000
68000000
967000000
550000000
897000000
1920000000
1573000000
868000000
-76000000
28385000000
-1952000000
534000000
25616000000
8952000000
11752000000
555000000
1332000000
-158000000
1278000000
1100000000
-1255000000
4875000000
31000000
1222000000
25570000000
2206000000
-5509000000
-432000000
483000000
601000000
-17934000000
10680000000
202000000
3339000000
-912000000
0
9643000000
53616000000
130000000 Below is operating income
(loss) by segment group. (In millions) Three Months Ended March 31, Nine Months Ended March 31, 2015 2014 2015 2014 Devices and Consumer $
1,656 $
2,330 $
5,577 $
7,092 Commercial 6,156 5,750 18,554 17,113 Corporate and Other (1,218
) (1,106
) (3,917
) (2,928
)
Result 13 - 59.97%
File: 0000200406-24-000075.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040624000075/0000200406-24-000075-index.html
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10-Q | Commitments and Contingencies (Note 11)
6 Table of Contents Johnson & Johnson and subsidiaries consolidated statements of cash flows (Unaudited; Dollars in Millions) Fiscal Six Months Ended June 30, 2024 July 2, 2023 Cash flows from operating activities Net earnings $7,941 5,076 Adjustments to reconcile net earnings to cash flows from operating activities: Depreciation and amortization of property and intangibles 3,597 3,814 Stock based compensation 643 688 Asset write-downs 379 388 Net gain on sale of assets/businesses (223) (47) Deferred tax provision (2,257) (2,342) Credit losses and accounts receivable allowances Changes in assets and liabilities, net of effects from acquisitions and divestitures: Increase in accounts receivable (1,163) (599) Increase in inventories (739) (741) Increase/(Decrease) in accounts payable and accrued liabilities 449 (1,061) Decrease/(Increase) in other current and non-current assets 3,731 (1,144) (Decrease)/Increase in other current and non-current liabilities (3,068) 3,407 Net cash flows from operating activities 9,290 7,439 Cash flows from investing activities Additions to property, plant and equipment (1,783) (1,987) Proceeds from the disposal of assets/businesses, net (Note 10) 573 116 Acquisitions, net of cash acquired (Note 10) (14,807) Purchases of investments (1,184) (9,688) Sales of investments 1,706 11,877 Credit support agreements activity, net 1,430 (798) Other (including capitalized licenses and milestones) (86) 19 Net cash used by investing activities (14,151) (461) Cash flows from financing activities Dividends to shareholders (5,854) (6,034) Repurchase of common stock (1,611) (3,918) Proceeds from short-term debt 13,976 12,221 Repayment of short-term debt (3,915) (13,611) Proceeds from long-term debt, net of issuance costs 6,659 7,674
Result 14 - 59.82%
File: 0000200406-24-000096.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040624000096/0000200406-24-000096-index.html
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10-Q | Commitments and Contingencies (Note 11)
Discontinued operations - basic 8.61 Total net earnings per share - basic $1.12 $10.32 Continuing operations - diluted $1.11 $1.69 Discontinued operations - diluted 8.52 Total net earnings per share - diluted $1.11 $10.21 Avg. shares outstanding Basic 2,407.2 2,522.9 Diluted 2,427.9 2,549.7 See Notes to Consolidated Financial Statements Prior year results have been recast to reflect the continuing operations of Johnson & Johnson 2 Table of Contents Johnson & Johnson and subsidiaries consolidated statements of earnings (Unaudited; Dollars & Shares in Millions Except Per Share Amounts) Fiscal Nine Months Ended September 29, 2024 Percent to Sales October 1, 2023 Percent to Sales Sales to customers (Note 9) $66,301 100.0 % $63,764 100.0 % Cost of products sold 20,343 30.7 19,755 31.0 Gross profit 45,958 69.3 44,009 69.0 Selling, marketing and administrative expenses 16,416 24.8 15,702 24.6 Research and development expense 11,934 18.0 10,605 16.6 In-process research and development impairments 194 0.3 255 0.4 Interest income (1,051) (1.6) (898) (1.4) Interest expense, net of portion capitalized 618 0.9 621 1.0 Other (income) expense, net 4,855 7.3 7,055 11.1 Restructuring (Note 12) 192 0.3 433 0.6 Earnings before provision for taxes on income 12,800 19.3 10,236 16.1 Provision for taxes on income (Note 5) 2,165 3.3 1,042 1.7 Net earnings from continuing operations 10,635 16.0 % 9,194 14.4 % Net earnings from discontinued operations, net of tax (Note 13) 21,910 Net earnings $10,635 $31,104 Net earnings per share (Note 8) Continuing operations - basic $4.42 $3.57 Discontinued operations - basic $8.51
Result 15 - 59.51%
File: 0000200406-20-000050.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040620000050/0000200406-20-000050-index.html
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10-Q | Commitments and Contingencies (Note 11)
Net earnings 9,356 9,356
Cash dividends paid ($1.85 per share) ( 4,918 ) ( 4,918 )
Employee compensation and stock option plans 1,034 ( 845 ) 1,879
Repurchase of common stock ( 4,692 ) ( 4,692 ) Other comprehensive income (loss), net of tax 253 253
Balance, June 30, 2019 $ 60,785 109,809 ( 14,969 ) 3,120 ( 37,175 ) See Notes to Consolidated Financial Statements 6 Table of Contents JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; Dollars in Millions)
Fiscal Six Months Ended
June 28, 2020 June 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 9,422 9,356
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property and intangibles 3,473 3,466
Stock based compensation 589 572 Asset write-downs 33 989
Contingent consideration reversal ( 983 )
Net gain on sale of assets/businesses ( 60 ) ( 2,079 ) Deferred tax provision ( 428 ) ( 694 )
Credit losses and accounts receivable allowances 117 1
Changes in assets and liabilities, net of effects from acquisitions and divestitures:
Increase in accounts receivable ( 520 ) ( 336 )
Increase in inventories ( 637 ) ( 423 )
Decrease in accounts payable and accrued liabilities ( 2,319 ) ( 444 )
Increase in other current and non-current assets ( 1,048 ) ( 862 )
Decrease in other current and non-current liabilities ( 829 ) ( 55 ) NET CASH FLOWS FROM OPERATING ACTIVITIES 6,810 9,491
Result 16 - 59.50%
File: 0000200406-23-000102.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/0000200406-23-000102-index.html
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10-Q | LIQUIDITY AND CAPITAL RESOURCES
Johnson & Johnson divested net assets of $11.6 billion as of August 23, 2023, and the accumulated other comprehensive loss attributable to the Consumer Health business at that date was $4.3 billion. Additionally, at the date of the exchange offer, Johnson & Johnson decreased the non-controlling interest by $1.2 billion to record the deconsolidation of Kenvue. This resulted in a gain on the exchange offer of $21.0 billion that was recorded in Net earnings from discontinued operations, net of taxes in the consolidated statements of earnings for the fiscal third quarter of 2023. This one-time gain includes a gain of $2.8 billion on the Kenvue Common Stock retained by Johnson & Johnson. The gain on the exchange offer qualifies as a tax-free transaction for U.S. federal income tax purposes.
Result 17 - 59.42%
File: 0001193125-16-662209.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/789019/000119312516662209/0001193125-16-662209-index.html
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10-K | decrease to our tax contingencies for these issues within the next
(In millions) Severance Other (a) Total Restructuring liability as of
June 30, 2015 $ 588 $ 249 $ 837
Restructuring charges 372 129 501
Reversal of prior year restructuring
charges 0 (21 ) (21 )
Cash paid (466 ) (112 ) (578 )
Other (24 ) (6 ) (30 ) Restructuring liability as of
June 30, 2016 $ 470 $ 239 $ 709 (a) Other primarily reflects activities associated
with the consolidation of our facilities and manufacturing
operations, including contract termination costs and asset
write-downs.
Result 18 - 59.33%
File: 0001193125-15-144151.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/789019/000119312515144151/0001193125-15-144151-index.html
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10-Q | a significant increase or decrease to our income tax contingencies
(In millions) Severance Asset Impairments and
Other (a) Total Restructuring liability as of
June 30, 2014 $ 0 $ 0 $ 0
Restructuring charges 783 495 1,278
Cash paid (651 ) (101 ) (752 )
Other (19 ) (348 ) (367 ) Restructuring liability as of
March 31, 2015 $ 113 $ 46 $ 159 (a) Asset Impairments and Other primarily reflects
activities associated with the consolidation of our facilities and
manufacturing operations, including asset write-downs of $333
million during the nine months ended March 31, 2015, as well
as contract termination costs.
Result 19 - 59.31%
File: 0000200406-21-000070.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040621000070/0000200406-21-000070-index.html
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10-Q | Commitments and Contingencies (Note 11)
See Notes to Consolidated Financial Statements 6 Table of Content JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; Dollars in Millions)
Fiscal Nine Months Ended
October 3, 2021 September 27, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 16,142 12,976
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property and intangibles 5,547 5,291
Stock based compensation 920 845 Asset write-downs 964 198
Contingent consideration reversal ( 1,148 )
Net gain on sale of assets/businesses ( 601 ) ( 60 ) Deferred tax provision ( 2,564 ) ( 238 )
Credit losses and accounts receivable allowances ( 60 ) 74
Changes in assets and liabilities, net of effects from acquisitions and divestitures:
Increase in accounts receivable ( 1,818 ) ( 440 )
Increase in inventories ( 1,178 ) ( 784 )
Increase/(Decrease) in accounts payable and accrued liabilities 182 ( 119 )
Decrease/(Increase) in other current and non-current assets 2,082 ( 1,983 )
(Decrease)/Increase in other current and non-current liabilities ( 1,938 ) 581 NET CASH FLOWS FROM OPERATING ACTIVITIES 17,678 15,193
Result 20 - 59.22%
File: 0000200406-20-000056.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040620000056/0000200406-20-000056-index.html
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10-Q | Commitments and Contingencies (Note 11)
Net earnings 11,109 11,109
Cash dividends paid ($ 2.80 per share) ( 7,417 ) ( 7,417 )
Employee compensation and stock option plans 1,397 ( 666 ) 2,063
Repurchase of common stock ( 6,320 ) ( 6,320 ) Other comprehensive income (loss), net of tax ( 311 ) ( 311 )
Balance, September 29, 2019 $ 58,210 109,242 ( 15,533 ) 3,120 ( 38,619 ) See Notes to Consolidated Financial Statements 6 Table of Content JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; Dollars in Millions)
Fiscal Nine Months Ended
September 27, 2020 September 29, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 12,976 11,109
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property and intangibles 5,291 5,193
Stock based compensation 845 817 Asset write-downs 198 1,019
Contingent consideration reversal ( 1,148 )
Net gain on sale of assets/businesses ( 60 ) ( 2,125 ) Deferred tax provision ( 238 ) ( 2,126 )
Credit losses and accounts receivable allowances 74 ( 15 )
Changes in assets and liabilities, net of effects from acquisitions and divestitures:
Increase in accounts receivable ( 440 ) ( 665 )
Increase in inventories ( 784 ) ( 424 )
(Decrease)/Increase in accounts payable and accrued liabilities ( 119 ) 2,273
Increase in other current and non-current assets ( 1,983 ) ( 81 )
Increase in other current and non-current liabilities 581 2,043 NET CASH FLOWS FROM OPERATING ACTIVITIES 15,193 17,018
Result 21 - 59.21%
File: 0000200406-23-000102.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/0000200406-23-000102-index.html
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10-Q | Name: us-gaap_LegalMattersAndContingenciesTextBlock
The results of the Consumer Health business (previously reported as a separate business segment), as well as the associated gain, have been reflected as discontinued operations in the Companys consolidated statements of earnings as Net earnings from discontinued operations, net of taxes through August 23, 2023, the date of the exchange offer. Prior periods have been recast to reflect this presentation. As a result of the separation of Kenvue, Johnson & Johnson incurred separation costs of $330 million and $912 million in the fiscal third quarter and fiscal nine months ended October 1, 2023, respectively, and $249 million and $619 million in the fiscal third quarter and fiscal nine months ended October 2, 2022, respectively, which are also included in Net earnings from discontinued operations, net of taxes. These costs were primarily related to external advisory, legal, accounting, contractor and other incremental costs directly related to separation activities. As of January 1, 2023, the assets and liabilities associated with the Consumer Health business were classified as assets and liabilities of discontinued operations in the consolidated balance sheets. Details of Net Earnings from Discontinued Operations, net of taxes are as follows: Fiscal Third Quarter Ended Fiscal Nine Months Ended (Dollars in Millions) October 1, 2023(1) October 2, 2022 October 1, 2023(1) October 2, 2022 Sales to customers $ 2,173 3,795 10,036 11,186 Cost of products sold 911 1,635 4,369 4,812 Gross profit 1,262 2,160 5,667 6,374 Selling, marketing and administrative expenses 584 1,114 3,085 3,346
Result 22 - 59.15%
File: 0001193125-16-441821.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/789019/000119312516441821/0001193125-16-441821-index.html
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10-Q | increase or decrease to our tax contingencies for these issues
(In millions) Severance Asset Impairments and
Other (a) Total Restructuring liability as of
June 30, 2015 $ 588 $ 249 $ 837
Restructuring charges 0 0 0
Cash paid (288 ) (72 ) (360 )
Other (23 ) 0 (23 ) Restructuring liability as of
December 31, 2015 $ 277 $ 177 $ 454 (a) Asset Impairments and Other primarily reflects
activities associated with the consolidation of our facilities and
manufacturing operations, including asset write-downs as well as
contract termination costs.
Result 23 - 58.91%
File: 0000200406-21-000057.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040621000057/0000200406-21-000057-index.html
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10-Q | Commitments and Contingencies (Note 11)
See Notes to Consolidated Financial Statements
3 Table of Content JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited; Dollars in Millions)
Fiscal Second Quarter Ended Fiscal Six Months Ended
July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 Net earnings $ 6,278 3,626 $ 12,475 9,422 Other comprehensive income (loss), net of tax
Foreign currency translation ( 135 ) 556 141 ( 963 ) Securities:
Unrealized holding gain (loss) arising during period ( 1 ) ( 2 ) ( 1 )
Reclassifications to earnings Net change ( 1 ) ( 2 ) ( 1 ) Employee benefit plans:
Prior service cost amortization during period ( 41 ) ( 5 ) ( 82 ) ( 11 )
Gain (loss) amortization during period 275 200 549 401 Net change 234 195 467 390 Derivatives & hedges:
Unrealized gain (loss) arising during period 400 21 ( 122 ) 853
Reclassifications to earnings ( 270 ) ( 60 ) ( 343 ) 78
Net change 130 ( 39 ) ( 465 ) 931 Other comprehensive income (loss) 228 710 142 358 Comprehensive income $ 6,506 4,336 $ 12,617 9,780 See Notes to Consolidated Financial Statements
The tax effects in other comprehensive income for the fiscal second quarter were as follows for 2021 and 2020, respectively: Foreign Currency Translation: $ 90 million and $ 114 million; Employee Benefit Plans: $ 66 million and $ 55 million; Derivatives & Hedges: $ 33 million and $ 10 million.
Result 24 - 58.85%
File: 0000200406-20-000056.txt
EDGAR detail URL: https://www.sec.gov/Archives/edgar/data/200406/000020040620000056/0000200406-20-000056-index.html
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10-Q | Commitments and Contingencies (Note 11)
See Notes to Consolidated Financial Statements
3 Table of Content JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited; Dollars in Millions)
Fiscal Third Quarter Ended Fiscal Nine Months Ended
September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Net earnings $ 3,554 1,753 $ 12,976 11,109 Other comprehensive income (loss), net of tax
Foreign currency translation 222 ( 667 ) ( 741 ) ( 575 ) Securities:
Unrealized holding gain (loss) arising during period 1 1 1
Reclassifications to earnings Net change 1 1 1 Employee benefit plans:
Prior service cost amortization during period ( 6 ) ( 6 ) ( 17 ) ( 18 )
Gain (loss) amortization during period 203 142 604 460 Net change 197 136 587 442 Derivatives & hedges:
Unrealized gain (loss) arising during period 199 1,922 1,052 1,706
Reclassifications to earnings ( 24 ) ( 1,955 ) 54 ( 1,885 )
Net change 175 ( 33 ) 1,106 ( 179 ) Other comprehensive income (loss) 595 ( 564 ) 953 ( 311 ) Comprehensive income $ 4,149 1,189 $ 13,929 10,798 See Notes to Consolidated Financial Statements
The tax effects in other comprehensive income for the fiscal third quarter were as follows for 2020 and 2019, respectively: Foreign Currency Translation: $ 139 million and $ 94 million; Employee Benefit Plans: $ 56 million and $ 34 million; Derivatives & Hedges: $ 47 million and $ 9 million.
Result 25 - 58.74%
File: 0000200406-18-000005.txt
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10-K | The information called for by this item is incorporated herein by reference to Item 7. Managements Discussion and Analysis of Results of Operations and Financial Condition - Liquidity and Capital Resources - Financing and Market Risk of this Report; and Note 1 Summary of Significant Accounting Policies - Financial Instruments of the Notes to Consolidated Financial Statements included in Item 8 of this Report.
35
JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars and Shares in Millions Except Per Share Amounts) (Note 1) 2017 2016 2015
Sales to customers $ 76,450 71,890 70,074
Cost of products sold 25,354 21,685 21,536
Gross profit 51,096 50,205 48,538
Selling, marketing and administrative expenses 21,420 19,945 21,203
Research and development expense 10,554 9,095 9,046
In-process research and development 408 29 224
Interest income (385 ) (368 ) (128 )
Interest expense, net of portion capitalized (Note 4) 934 726 552
Other (income) expense, net 183 484 (2,064 )
Restructuring (Note 22) 309 491 509
Earnings before provision for taxes on income 17,673 19,803 19,196
Provision for taxes on income (Note 8) 16,373 3,263 3,787
Net earnings $ 1,300 16,540 15,409 Net earnings per share (Notes 1 and 15)
Basic $ 0.48 6.04 5.56
Diluted $ 0.47 5.93 5.48
Cash dividends per share $ 3.32 3.15 2.95
Average shares outstanding (Notes 1 and 15)
Basic 2,692.0 2,737.3 2,771.8
Diluted 2,745.3 2,788.9 2,812.9
See Notes to Consolidated Financial Statements 36
JOHNSON & JOHNSON AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in Millions) (Note 1) 2017 2016 2015
Net earnings $ 1,300 16,540 15,409 Other comprehensive income (loss), net of tax
Foreign currency translation 1,696 (612 ) (3,632 ) Securities:
Unrealized holding gain (loss) arising during period 159 (52 ) 471
Reclassifications to earnings (338 ) (141 ) (124 )
Net change (179 ) (193 ) 347