Obligation Johnson & Johnson Inc. 4.85% ( US478160BA19 ) en USD

Johnson & Johnson Inc.

100 % ▲

Etas-Unis

US478160BA19 ( en USD )

4.85% par an ( paiement semestriel )

15/05/2041

Prospectus brochure de l'obligation Johnson&Johnson US478160BA19 en USD 4.85%, échéance 15/05/2041

2 000 USD

300 000 000 USD

478160BA1

AAA ( Première qualité )

Aaa ( Première qualité )

15/11/2025 ( Dans 137 jours )

Johnson & Johnson est une multinationale américaine spécialisée dans les produits de santé, notamment les dispositifs médicaux, les produits pharmaceutiques et les biens de consommation.

L'Obligation émise par Johnson & Johnson Inc. ( Etas-Unis ) , en USD, avec le code ISIN US478160BA19, paye un coupon de 4.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2041

L'Obligation émise par Johnson & Johnson Inc. ( Etas-Unis ) , en USD, avec le code ISIN US478160BA19, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Johnson & Johnson Inc. ( Etas-Unis ) , en USD, avec le code ISIN US478160BA19, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 y91239b5e424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-172513
Calculation of Registration Fee

Maximum

Maximum

Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration
Securities to Be Registered
Registered(1)

Per Unit
Offering Price
Fee(1)
Floating Rate Notes due 2013
$500,000,000
100.000%

$500,000,000
$58,050
Floating Rate Notes due 2014
$750,000,000
100.000%

$750,000,000
$87,075
0.700% Senior Unsecured Notes due 2013
$500,000,000
99.902%

$499,510,000
$57,994
1.200% Senior Unsecured Notes due 2014
$1,000,000,000
99.883%

$998,830,000
$115,965
2.150% Senior Unsecured Notes due 2016
$900,000,000
99.695%

$897,255,000
$104,172
3.550% Senior Unsecured Notes due 2021
$450,000,000
99.038%

$445,671,000
$51,743
4.850% Senior Unsecured Notes due 2041
$300,000,000
99.344%

$298,032,000
$34,602
Total:

$509,601

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities
Act").

$500,000,000 Floating Rate Notes due 2013
$750,000,000 Floating Rate Notes due 2014
$500,000,000 0.70% Notes due 2013
$1,000,000,000 1.20% Notes due 2014
$900,000,000 2.15% Notes due 2016
$450,000,000 3.55% Notes due 2021
$300,000,000 4.85% Notes due 2041
Johnson & Johnson will pay interest semi-annually on the 0.70% Notes, the 1.20% Notes, the
2.15% Notes, the 3.55% Notes and the 4.85% Notes on May 15 and November 15 of each year.
The first such payment will be made on November 15, 2011. Johnson & Johnson will pay interest
quarterly on the Floating Rate Notes on February 15, May 15, August 15 and November 15 of each
year. The first such payment will be made on August 15, 2011. The Notes will be issued in
minimum denominations of $2,000 and additional increments of $1,000. Johnson & Johnson may
redeem some or all of the 1.20% Notes, the 2.15% Notes, the 3.55% Notes and the 4.85% Notes at
any time at the applicable redemption prices described in this Prospectus Supplement. The 0.70%
Notes and the Floating Rate Notes may not be redeemed prior to maturity. Our principal office is
located at One Johnson & Johnson Plaza, New Brunswick, NJ 08933. Our telephone number is
(732) 524-0400.

Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of the Notes or determined that this Prospectus Supplement or the attached
Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Price to
Underwriting Proceeds to Us,

Public
Discount
Before Expenses

Per Floating Rate Note due 2013

100%
0.175%
99.825%

Total
$ 500,000,000 $
875,000 $
499,125,000

Per Floating Rate Note due 2014

100%
0.250%
99.750%

Total
$ 750,000,000 $ 1,875,000 $
748,125,000

Per 0.70% Note

99.902%
0.175%
99.727%

Total
$ 499,510,000 $
875,000 $
498,635,000

Per 1.20% Note

99.883%
0.250%
99.633%

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Total
$ 998,830,000 $ 2,500,000 $
996,330,000

Per 2.15% Note

99.695%
0.350%
99.345%

Total
$ 897,255,000 $ 3,150,000 $
894,105,000

Per 3.55% Note

99.038%
0.450%
98.588%

Total
$ 445,671,000 $ 2,025,000 $
443,646,000

Per 4.85% Note

99.344%
0.875%
98.469%

Total
$ 298,032,000 $ 2,625,000 $
295,407,000

We expect to deliver the Notes in book-entry form only through the facilities of The Depository
Trust Company, Euroclear or Clearstream, against payment on or about May 20, 2011.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

RBS
Citi
Deutsche Bank Securities Goldman, Sachs & Co.

Senior Co-Managers

BNP PARIBASHSBCMitsubishi UFJ Securities The Williams Capital Group, L.P.

Co-Managers

BBVA
RBC Capital Markets
Santander

May 18, 2011
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TABLE OF CONTENTS

Page

Prospectus Supplement

Forward-Looking Statements
S-3
Where You Can Find More Information
S-3
Use of Proceeds
S-4
Ratio of Earnings to Fixed Charges
S-4
Description of the Notes
S-5
Certain U.S. Federal Income Tax Considerations
S-14
Underwriting
S-19
Experts
S-23
Legal Matters
S-23

Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Johnson & Johnson

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

3
Description of Warrants

7
Plan of Distribution

8
Experts

9
Legal Opinions

9

In making your investment decision, you should rely only on the information contained or
incorporated by reference in this Prospectus Supplement and the attached Prospectus. We
have not authorized anyone to provide you with any other information. If you receive any
unauthorized information, you must not rely on it.

We are offering to sell the Notes only in places where sales are permitted.

You should not assume that the information contained or incorporated by reference in this
Prospectus Supplement or the attached Prospectus is accurate as of any date other than its
respective date.

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Forward-Looking Statements

This Prospectus contains "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. These statements are based on current expectations of future
events. If underlying assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from Johnson & Johnson's expectations and
projections. Risks and uncertainties include general industry conditions and competition,
economic conditions, such as interest rate and currency exchange rate fluctuations;
technological advances and patents attained by competitors; challenges inherent in new
product development, including obtaining regulatory approvals; domestic and foreign health
care reforms and governmental laws and regulations; and trends toward health care cost
containment. A further list and description of these risks, uncertainties and other factors can
be found in Exhibit 99 of the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 2011. Copies of this Form 10-K, as well as subsequent filings, are available
online at www.sec.gov, www.jnj.com or upon request from Johnson & Johnson. Johnson &
Johnson does not undertake to update any forward-looking statements as a result of new
information or future events or developments.

Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other information with
the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at
www.sec.gov. You may also read and copy any document we file at the SEC's public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.

The SEC allows us to incorporate by reference the information we file with them, which
means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, until we complete our offering of the Notes:

- Annual report on Form 10-K for the fiscal year ended January 2, 2011;

- Quarterly report on Form 10-Q for the quarter ended April 3, 2011; and

- Current reports on Form 8-K filed on March 10, 2011, April 8, 2011, April 15, 2011,
April 27, 2011, April 29, 2011 and May 2, 2011.

You may request a copy of these filings at no cost, by writing or telephoning us at the
following address.

Corporate Secretary's Office
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(732) 524-2455

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Use of Proceeds

Johnson & Johnson intends to use the net proceeds of the offering of Notes to repay
commercial paper borrowings and for other general corporate purposes. As of April 3, 2011,
we had approximately $8.2 billion of commercial paper outstanding with a weighted average
interest rate of 0.2463% and a weighted maturity of approximately 55.4 days.

Ratio of Earnings to Fixed Charges

The ratio of earnings to fixed charges represents our historical ratio and is calculated on a
total enterprise basis. The ratio is computed by dividing the sum of earnings before provision
for taxes and fixed charges by fixed charges. Fixed charges represent interest expense (before
interest is capitalized), amortization of debt discount and an appropriate interest factor on
operating leases.

Three Months
Fiscal Year Ended

Ended April 3, January 2,
January 3,
December 28,
December 30, December 31,

2011

2011

2010

2008

2007

2006

Ratio of
Earnings
to
Fixed
Charges

26.48

27.87

24.75

25.46

25.96

53.42

S-4
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Description of the Notes

The following description of the particular terms of the Notes offered hereby supplements,
and to the extent inconsistent therewith replaces, the description of the general terms and
provisions of the Debt Securities set forth under the heading "Description of Debt Securities"
in the accompanying Prospectus, to which description reference is hereby made.

General

The Notes offered hereby will be our unsecured obligations and will be issued under an
Indenture dated as of September 15, 1987, between us and The Bank of New York Mellon
Trust Company, N.A. (as successor to BNY Midwest Trust Company which succeeded
Harris Trust and Savings Bank), Chicago, Illinois, as trustee (the "Trustee"), as amended by
a First Supplemental Indenture dated as of September 1, 1990 (the "Indenture"). The Floating
Rate Notes due 2013 and the Floating Rate Notes due 2014 are collectively referred to herein
as the "Floating Rate Notes." The 0.70% Notes, the 1.20% Notes, the 2.15% Notes, the
3.55% Notes and the 4.85% Notes are collectively referred to herein as the "Fixed Rate
Notes."

The Floating Rate Notes due 2013 will mature on May 15, 2013, the Floating Rate Notes due
2014 will mature on May 15, 2014, the 0.70% Notes will mature on May 15, 2013, the
1.20% Notes will mature on May 15, 2014, the 2.15% Notes will mature on May 15, 2016,
the 3.55% Notes will mature on May 15, 2021 and the 4.85% Notes will mature on May 15,
2041.

The Notes will be entitled to the benefits of our covenants described under the caption
"Description of Debt Securities--Certain Covenants" in the accompanying Prospectus.

Notes will be issued in minimum denominations of $2,000 and additional increments of
$1,000. The Notes do not have the benefit of a sinking fund.

Interest on the Fixed Rate Notes

The Fixed Rate Notes will bear interest from May 20, 2011, or from the most recent interest
payment date to which interest has been paid or provided for, payable semiannually on
May 15 and November 15 of each year (each such date an "interest payment date" with
respect to the Fixed Rate Notes), beginning November 15, 2011, to the beneficial owners of
the Notes at the close of business on the applicable record date, which is the May 1 or
November 1 next preceding such interest payment date. The 0.70% Notes will bear interest at
the rate of 0.70% per annum, the 1.20% Notes will bear interest at the rate of 1.20% per
annum, the 2.15% Notes will bear interest at a rate of 2.15% per annum, the 3.55% Notes
will bear interest at a rate of 3.55% per annum and the 4.85% Notes will bear interest at the
rate of 4.85% per annum. Interest on the Fixed Rate Notes will be calculated on the basis of a
360-day year of twelve 30-day months.

Interest on the Floating Rate Notes

The Floating Rate Notes will bear interest from May 20, 2011, or from the most recent
interest payment date to which interest has been paid or provided for, payable quarterly on
February 15, May 15, August 15 and November 15 of each year (each such date an "interest
payment date" with respect to the Floating Rate Notes), beginning August 15, 2011, to the
beneficial owners of the Notes at the close of business on the applicable record date, which is
the February 1, May 1, August 1 or November 1 next preceding such interest payment date.
Interest on the Floating Rate Notes will accrue from and including May 20, 2011, to, but
excluding, the first interest payment date and then from and including the immediately
preceding interest payment date to which interest has been paid or duly provided for to, but
excluding, the next interest payment date or maturity date, as the case may be. We refer to
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each of these periods as an "interest period." The amount of accrued interest

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that we will pay for any interest period can be calculated by multiplying the face amount of
the Floating Rate notes then outstanding by an accrued interest factor. This accrued interest
factor is computed by adding the interest factor calculated for each day from May 20, 2011,
or from the most recent interest payment date to which interest has been paid or provided for,
to the applicable interest payment date. The interest factor for each day is computed by
dividing the interest rate applicable to that day by 360.

The rate of interest on the Floating Rate Notes will be reset quarterly by the calculation agent
(the "Calculation Agent"). The Calculation Agent will set the initial interest rate on the
Floating Rate Notes on May 20, 2011, and reset the interest rate on each interest payment
date, each of which is referred to as an "interest reset date". For the Floating Rate Notes, the
interest rate in effect on any particular day will be the interest rate determined with respect to
the latest interest reset date that occurs on or before that day. If any interest reset date would
otherwise be a day that is not a London business day, the interest reset date will be postponed
to the next day that is a London business day, except that, if that day falls in the next
succeeding calendar month, the interest reset date will be the immediately preceding London
business day. A "London business day" is a day on which dealings in deposits in U.S. dollars
are transacted in the London interbank market.

The Calculation Agent is The Bank of New York Mellon Trust Company, N.A., unless and
until such time as a successor is appointed. If that bank is unable or unwilling to continue to
act as the calculation agent or if it fails to calculate properly the interest rate on the Floating
Rate Notes for any interest period, we will appoint another leading commercial or investment
bank engaged in the London interbank market to act as calculation agent in its place. The
calculation agent may not resign its duties without a successor having been appointed. The
interest rate on the Floating Rate Notes for a particular interest period will be a per annum
rate equal to U.S. dollar three-month LIBOR as determined on the interest determination date
plus 0.00% in the case of the Floating Rate Notes due 2013 and 0.09% in the case of the
Floating Rate Notes due 2014. The "interest determination date" for an interest period with
respect to the Floating Rate Notes will be the second London business day preceding the
interest reset date. Promptly upon determination, the Calculation Agent will inform the
Trustee and us of the interest rate for the next interest period. If any interest determination
date would fall on a day that is not a London business day, the interest determination date
will be postponed to the next succeeding London business day, except that, if that day falls in
the next succeeding calendar month, the interest determination date will be the immediately
preceding London business day.

If an interest payment date, other than the maturity date, for the Floating Rate Notes falls on
a day that is not a London business day, then such interest payment date will be postponed to
the next day that is a London business day, except that, if that London business day falls in
the next succeeding calendar month, then, unless it relates to interest payable at maturity, the
interest payment date will be the immediately preceding London business day. If the maturity
date of the Floating Rate Notes falls on a day that is not a London business day, then the
related payment of principal and interest will be made on the next day that is a London
business day with the same effect as if made on the date that the payment was first due, and
no interest will accrue on the amount so payable for the period from the maturity date.

On any interest determination date, U.S. dollar three-month LIBOR will be equal to the
offered rate for deposits in U.S. dollars having an index maturity of three months, in amounts
of at least $1,000,000, as such rate appears on "Reuters Page LIBOR01" at approximately
11:00 a.m., London time, on such interest determination date. "Reuters Page LIBOR01"
means the display that appears on Reuters (or any successor service) on page LIBOR01 (or
any page as may replace such page on such service) for the purpose of displaying London
interbank offered rates of major banks for U.S. dollars.
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If no offered rate appears on Reuters Page LIBOR01 on an interest determination date at
approximately 11:00 a.m., London time, then the Calculation Agent (after consultation with
us) will select four major banks in the London interbank market and shall request each of
their principal London offices to provide a quotation of the rate at which three-month
deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in
the London interbank market, on that date and at that time, that is representative of single
transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic
average of the quotations provided. Otherwise, the Calculation Agent will select three major
banks in New York City and shall request each of them to provide a quotation of the rate
offered by them at approximately 11:00 a.m., New York City time, on the interest
determination date for loans in U.S. dollars to leading European banks having an index
maturity of three months for the applicable interest period in an amount of at least
$1,000,000 that is representative of single transactions at that time. If three quotations are
provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the
rate of LIBOR for the next interest period will be set equal to the rate of LIBOR for the then
current interest period.

Upon request from any holder of Floating Rate Notes, the Calculation Agent will provide the
interest rate in effect for such Floating Rate Notes for the current interest period and, if it has
been determined, the interest rate to be in effect for the next interest period.

All percentages resulting from any calculation of the interest rate on the Floating Rate Notes
will be rounded to the nearest one hundred-thousandth of a percentage point with five one
millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such
calculation on the Floating Rate Notes will be rounded to the nearest cent (with one-half cent
being rounded upward). Each calculation of the interest rate on the Floating Rate Notes by
the Calculation Agent will (in the absence of manifest error) be final and binding on the
holders, the Trustee and us.

The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of general
application.

Optional Redemption

We may redeem the 1.20% Notes, the 2.15% Notes, the 3.55% Notes and the 4.85% Notes at
our option at any time, either in whole or in part, upon at least 30 days, but not more than
60 days, prior notice given by mail to the registered address of each Holder of the Notes to be
redeemed. If we elect to redeem Notes, we will pay a redemption price equal to the greater of
the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not
including, the redemption date:

· 100% of the aggregate principal amount of the Notes to be redeemed on the
redemption date; or

· the sum of the present values of the Remaining Scheduled Payments.

In determining the present values of the Remaining Scheduled Payments, we will discount
such payments to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate (as
defined below) plus 0.05%, in the case of the 1.20% Notes, 0.075%, in the case of the
2.15% Notes, 0.1%, in the case of the 3.55% Notes or 0.125%, in the case of the
4.85% Notes.

The following terms are relevant to the determination of the redemption price.
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