Obbligazione Johnson & Sons 5.85% ( US478160AT19 ) in USD

Johnson & Sons

110.739 USD ▼

Stati Uniti

US478160AT19 ( in USD )

5.85% per anno ( pagato 2 volte l'anno)

14/07/2038

Prospetto opuscolo dell'obbligazione Johnson & Johnson US478160AT19 en USD 5.85%, scadenza 14/07/2038

1 000 USD

700 000 000 USD

478160AT1

AAA ( Prime - Investment-grade )

Aaa ( Prime - Investment-grade )

15/01/2026 ( In 30 giorni )

Johnson & Johnson è un'azienda multinazionale americana operante nel settore farmaceutico, sanitario e di cura personale.

The Obbligazione issued by Johnson & Sons ( United States ) , in USD, with the ISIN code US478160AT19, pays a coupon of 5.85% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/07/2038

The Obbligazione issued by Johnson & Sons ( United States ) , in USD, with the ISIN code US478160AT19, was rated Aaa ( Prime - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Johnson & Sons ( United States ) , in USD, with the ISIN code US478160AT19, was rated AAA ( Prime - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 y60660b5e424b5.htm PROSPECTUS SUPPLEMENT
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Filed Pursuant to Rule 424(B)(5)
Registration Statement No. 333-149632

CALCULATION OF REGISTRATION FEE

Maximum

Maximum
Amount of
Title of Each Class of
Amount to be
Offering

Aggregate Registration
Securities to be Registered
Registered(1) Price Per Unit Offering Price Fee(1)(2)
5.150% Notes due 2018
$ 900,000,000
99.794 % $ 898,146,000 $ 35,297
5.850% Notes due 2038
$ 700,000,000
99.952 % $ 699,664,000 $ 27,497
Total

$ 62,794
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
Prospectus Supplement
(to Prospectus dated March 11, 2008)

$900,000,000 5.15% Notes due 2018

$700,000,000 5.85% Notes due 2038
Interest payable January 15 and July 15
Johnson & Johnson will pay interest on the Notes on January 15 and July 15 of each year. The first
such payment will be made on January 15, 2009. 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 Notes at any time at the make-whole redemption prices described in this
Prospectus Supplement. 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 5.15% Note

99.794%
0.450%

99.344%
Total
$ 898,146,000
$ 4,050,000
$ 894,096,000
Per 5.85% Note

99.952%
0.875%

99.077%
Total
$ 699,664,000
$ 6,125,000
$ 693,539,000
We expect to deliver the Notes in book-entry form only through the facilities of The Depository
Trust Company and its participants, including Euroclear and Clearstream, against payment on or
about June 23, 2008.

Joint Book-Running Managers

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Goldman, Sachs & Co.
JPMorgan

Citi
Deutsche Bank Securities

Senior Co-Managers

Banc of America Securities LLC

Morgan Stanley

The Williams Capital Group, L.P.
Co-Managers

BNP PARIBAS

HSBC

Mitsubishi UFJ Securities

RBS Greenwich Capital
June 18, 2008
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Table of Contents

Page

Prospectus Supplement
Forward-Looking Statements
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Where You Can Find More Information
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Use of Proceeds
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Ratio of Earnings to Fixed Charges
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Description of the Notes
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Certain Tax Considerations
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Underwriting
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Experts
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Legal Opinions
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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

4
Description of Warrants

9
Plan of Distribution
11
Experts
12
Legal Opinions
12
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 December 30, 2007. Copies of this Form 10-K, as well as subsequent filings, are
available online at www.sec.gov, www.jnj.com or on 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 450 Fifth Street, N.W., 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 Sections 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 year ended December 30, 2007;

· Quarterly Report on Form 10-Q for the quarter ended March 30, 2008;

· Current Reports on Form 8-K dated January 14, 2008 and April 24, 2008.
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 for general
corporate purposes.

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 (excluding capitalized interest) by fixed charges. Fixed charges
represent interest (including capitalized interest) and amortization of debt discount and
expense and the interest factor of all rentals, consisting of an appropriate interest factor on
operating leases.

Three months

ended
Fiscal year ende

March 30,
December 30,
December 31,
January 1,
January 1,
December 28

2008
2007
2006
2006
2005
200

Ratio of
Earnings
to
Fixed
Charges

30.91
25.96
53.42
53.44
30.89
24.6

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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 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 5.15% Notes
will mature on July 15, 2018, and the 5.85% Notes will mature on July 15, 2038.
The Notes will bear interest from June 23, 2008 or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually on January 15
and July 15 of each year, beginning January 15, 2009, to the beneficial owners of the Notes
at the close of business on the applicable record date, which is the January 1 or July 1 next
preceding such interest payment date. The 5.15% Notes will bear interest at the rate of
5.15% per annum, and the 5.85% Notes will bear interest at the rate of 5.85% per annum.
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.

Optional Redemption
Johnson & Johnson may redeem the Notes at its 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 Johnson & Johnson elects to redeem
the Notes, it 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, Johnson &
Johnson 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 plus 0.15% in the case of the 5.15% Notes and 0.20% in the case of the
5.85% Notes.
The following terms are relevant to the determination of the redemption price.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third business day immediately
preceding that redemption date) of the Comparable Treasury Issue. In determining this rate,

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Johnson & Johnson will assume a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an
Independent Investment Banker as having an actual or interpolated maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such Notes.
"Independent Investment Banker" means Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Citigroup Global Markets Inc. or Deutsche Bank Securities Inc. or their respective
successors as may be appointed from time to time by Johnson & Johnson; provided,
however, that if any of the foregoing ceases to be a primary U.S. Government securities
dealer in New York City (a "primary treasury dealer"), Johnson & Johnson will substitute
another primary treasury dealer.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the arithmetic
average of four Reference Treasury Dealer Quotations for such redemption date after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee
obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all
Reference Treasury Dealer Quotations for such redemption date.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the arithmetic average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer as of 5:00 p.m., New York City time, on the third business day preceding
such redemption date.
"Reference Treasury Dealer" means Goldman, Sachs & Co., J.P. Morgan Securities Inc.,
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., and each of their
respective successors and any other primary treasury dealers selected by Johnson &
Johnson.
"Remaining Scheduled Payments" means, with respect to any Note to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that would be
due after the related redemption date but for such redemption; provided, however, that, if
such redemption date is not an interest payment date with respect to such Note, the amount
of the next scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such redemption date.
A partial redemption of the Notes may be effected by such method as the Trustee may deem
fair and appropriate and may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for the Notes or any integral multiple thereof) of the
principal amount of Notes of a denomination larger than the minimum authorized
denomination for the Notes. If less than all of the Notes are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by a method the Trustee deems to be fair and
appropriate.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before
the redemption date to each holder of the Notes to be redeemed. Once notice of redemption
is mailed, the Notes called for redemption will become due and payable on the redemption
date and at the applicable redemption price, plus accrued and unpaid interest to the
redemption date.
Unless Johnson & Johnson defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes, or portions thereof, called for

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redemption. On or before the redemption date, Johnson & Johnson will deposit with the
paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed on that date.

Further Issues
We may from time to time, without notice to, or the consent of, the registered holders of any
series of Notes, create and issue further notes equal in rank to any series of the Notes
offered by this Prospectus Supplement in all respects (or in all respects except for the
payment of interest accruing prior to the issue date of the further notes or except for the first
payment of interest following the issue date of the further notes). These further notes may be
consolidated and form a single series with any existing series of Notes and will have the
same terms as to status, redemption or otherwise as that existing series of Notes.

Book-Entry System
The Notes will be issued in fully registered form and will be represented by a global
certificate or certificates (the "Global Security") registered in the name of a nominee of The
Depository Trust Company ("DTC" or the "Depositary"). The Global Security representing the
Notes will be deposited with, or on behalf of, the Depositary. Investors may elect to hold
interests in the Global Security through the Depositary, Clearstream Banking, Societe
Anonyme, which we refer to as "Clearstream, Luxembourg," or Euroclear Bank S.A./N.V., as
operator of the Euroclear System, which we refer to as "Euroclear," if they are participants in
such systems, or indirectly through organizations which are participants in such systems.
Clearstream, Luxembourg and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's
names on the books of their respective depositaries, which in turn will hold such interests in
customers' securities accounts in the depositaries' names on the books of the Depositary.
Citibank, N.A. will act as depositary for Clearstream, Luxembourg and JPMorgan Chase
Bank will act as depositary for Euroclear, which we refer to in such capacities as the
"U.S. Depositaries." The Notes will not be exchangeable for certificates issued in definitive,
registered form ("Certificated Notes") at the option of the holder and, except as set forth
below, will not otherwise be issuable in definitive form.
DTC has advised us and the underwriters as follows: DTC is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act
of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of securities
certificates. "Direct Participants" include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. Access to the DTC
system is also available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission. More information
about DTC can be found at www.dtc.org or www.dtcc.com.

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