Obligation Johnson & Johnson Inc. 1.65% ( US478160BG88 ) en USD

Société émettrice Johnson & Johnson Inc.
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US478160BG88 ( en USD )
Coupon 1.65% par an ( paiement semestriel )
Echéance 05/12/2018 - Obligation échue



Prospectus brochure de l'obligation Johnson&Johnson US478160BG88 en USD 1.65%, échue


Montant Minimal 2 000 USD
Montant de l'émission 600 000 000 USD
Cusip 478160BG8
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 US478160BG88, paye un coupon de 1.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/12/2018







424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
424B5 1 d629199d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee (1)
Floating Rate Notes due 2016
$800,000,000 100.000%
$800,000,000 $103,040
0.700% Notes due 2016
$400,000,000 99.879%
$399,516,000
$51,458
1.650% Notes due 2018
$600,000,000 99.780%
$598,680,000
$77,110
3.375% Notes due 2023
$550,000,000 99.941%
$549,675,500
$70,798
4.375% Notes due 2033
$650,000,000 99.433%
$646,314,500
$83,245
4.500% Notes due 2043
$500,000,000 99.706%
$498,530,000
$64,211
Total:



$449,862


(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
1 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-172513

Prospectus Supplement
(to Prospectus dated February 28, 2011)

$800,000,000 Floating Rate Notes due 2016
$400,000,000 0.700% Notes due 2016
$600,000,000 1.650% Notes due 2018
$550,000,000 3.375% Notes due 2023
$650,000,000 4.375% Notes due 2033
$500,000,000 4.500% Notes due 2043
We will pay interest quarterly on the floating rate notes on February 28, May 28, August 28 and November 28 of each year,
beginning on February 28, 2014. We will pay interest on the 2016 notes on May 28 and November 28 of each year, beginning May 28,
2014. We will pay interest on the 2018 notes, 2023 notes, 2033 notes and 2043 notes on June 5 and December 5 of each year,
beginning on June 5, 2014.
The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated debt from
time to time outstanding. The notes will be issued in minimum denominations of $2,000 and additional increments of $1,000. We may
redeem some or all of the fixed-rate notes at any time, and from time to time, at the redemption prices described in this prospectus
supplement. The floating rate notes may not be redeemed prior to maturity.
Investing in the notes involves risks. See "Risk Factors" on page S-3 of this prospectus supplement.

Price to
Underwriting
Proceeds to Us,


Public(1)
Discount
Before Expenses
Per floating rate note due 2016


100.000%

0.250%

99.750%
Total

$800,000,000
$ 2,000,000
$
798,000,000
Per 0.700% note due 2016


99.879%

0.250%

99.629%
Total

$399,516,000
$ 1,000,000
$
398,516,000
Per 1.650% note due 2018


99.780%

0.350%

99.430%
Total

$598,680,000
$ 2,100,000
$
596,580,000
Per 3.375% note due 2023


99.941%

0.450%

99.491%
Total

$549,675,500
$ 2,475,000
$
547,200,500
Per 4.375% note due 2033


99.433%

0.875%

98.558%
Total

$646,314,500
$ 5,687,500
$
640,627,000
Per 4.500% note due 2043


99.706%

0.875%

98.831%
Total

$498,530,000
$ 4,375,000
$
494,155,000

(1) Plus accrued interest, if any, from December 5, 2013.
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 accompanying prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its direct
participants, including Clearstream Banking, Société Anonyme and the Euroclear Bank S.A./N.V., against payment therefor in New
York, New York on or about December 5, 2013.
Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan
Citigroup

Deutsche Bank Securities

RBS
Senior Co-Managers

BNP PARIBAS

HSBC

Mitsubishi UFJ Securities

The Williams Capital Group, L.P.
2 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Co-Managers

RBC Capital Markets
Santander
The date of this prospectus supplement is December 2, 2013
3 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
TABLE OF CONTENTS



Page
Prospectus Supplement

About This Prospectus Supplement
S-I
Forward-Looking Statements
S-II
Where You Can Find More Information
S-III
Summary
S-1
Risk Factors
S-4
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
Notice to Investors
S-21
Experts
S-24
Legal Matters
S-24
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
9
Experts
10
Legal Opinions
10


ABOUT THIS PROSPECTUS SUPPLEMENT
In making your investment decision, you should rely only on the information contained or incorporated by reference in this
prospectus supplement, in the accompanying prospectus or in any free writing prospectus filed by us with the Securities and Exchange
Commission (the "SEC"). We have not, and the underwriters have not, authorized anyone to provide you with any other information. If
you receive any different or inconsistent information, you should not rely on it.
We and the underwriters are offering to sell the notes only in jurisdictions where sales are permitted.
You should not assume that the information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than its respective date.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes.
The second part is the accompanying prospectus dated February 28, 2011, which we refer to as the "accompanying prospectus." The
accompanying prospectus contains a description of our debt securities and gives more general information, some of which may not
apply to the notes. The accompanying prospectus also incorporates by reference documents that are described under "Where You Can
Find More Information" in that prospectus.

S-I
4 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
References in this prospectus supplement to "Johnson & Johnson," "we," "us" and "our" and all similar references are to
Johnson & Johnson and its consolidated subsidiaries, unless otherwise stated or the context otherwise requires. However, in the
"Description of the Notes" and related summary sections of this prospectus supplement and the "Description of Debt Securities"
section of the accompanying prospectus, references to "we," "us" and "our" are to Johnson & Johnson, the parent company only, and
not to any of its subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain
"forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not
relate strictly to historical or current facts and anticipate results based on management's plans that are subject to uncertainty.
Forward-looking statements may be identified by the use of words like "plans," "expects," "will," "anticipates," "estimates" and
other words of similar meaning in conjunction with, among other things, discussions of future operations, financial performance, our
strategy for growth, product development, regulatory approval, market position and expenditures.
Forward-looking statements are based on current expectations of future events. We cannot guarantee that any forward-looking
statement will be accurate, although we believe that we have been reasonable in our expectations and assumptions. Investors should
realize that if underlying assumptions prove inaccurate or that unknown risks or uncertainties materialize, actual results could vary
materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-
looking statements. We do not undertake to update any forward-looking statements as a result of new information or future events or
developments.
Risks and uncertainties include, but are not limited to:


· general industry conditions and competition;


· economic factors, such as interest rate and currency exchange rate fluctuations;


· technological advances, new products and patents attained by competitors;


· challenges inherent in new product development, including obtaining regulatory approvals;


· challenges to patents;


· significant adverse litigation or government action;


· impact of business combinations;


· financial distress and bankruptcies experienced by significant customers and suppliers;


· changes to governmental laws and regulations and U.S. and foreign health care reforms;


· trends toward health care cost containment;


· increased scrutiny of the health care industry by government agencies;


· changes in behavior and spending patterns of purchasers of health care products and services;


· financial instability of international economies and sovereign risk;


· disruptions due to natural disasters;


· manufacturing difficulties or delays;


· complex global supply chains with increasing regulatory requirements; and


· product efficacy or safety concerns resulting in product recalls or regulatory action.
Our annual report on Form 10-K for the fiscal year ended December 30, 2012 contains, as Exhibit 99, a discussion of additional
factors that could cause actual results to differ from expectations.

S-II
5 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current 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 supplement, 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 fiscal year ended December 30, 2012;


· Quarterly report on Form 10-Q for the quarter ended March 31, 2013;


· Quarterly report on Form 10-Q for the quarter ended June 30, 2013;


· Quarterly report on Form 10-Q for the quarter ended September 29, 2013; and

· Current reports on Form 8-K filed on February 25, 2013, April 26, 2013, June 20, 2013, August 20, 2013, October 15,

2013 and November 19, 2013.
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

S-III
6 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. It may not contain all of the information that you should consider before investing in the notes.
You should carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents
incorporated by reference that are described under "Where You Can Find More Information."
Johnson & Johnson
We have approximately 127,600 employees worldwide engaged in the research and development, manufacture and sale of a
broad range of products in the health care field. Johnson & Johnson is a holding company, which has more than 275 operating
companies conducting business in virtually all countries of the world. Our primary focus has been on products related to human
health and well-being.
Johnson & Johnson was incorporated in the State of New Jersey in 1887. Our principal office is located at One Johnson &
Johnson Plaza, New Brunswick, NJ 08933. Our telephone number is (732) 524-0400.


S-1
7 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
The Offering
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information
that you need to consider in making your investment decision. To understand all of the terms and conditions of the offering of
the notes, you should carefully read this prospectus supplement, as well as the accompanying prospectus and the documents
incorporated by reference that are described under "Where You Can Find More Information."

Issuer
Johnson & Johnson

Securities offered
$800,000,000 floating rate notes due 2016
$400,000,000 0.700% notes due 2016
$600,000,000 1.650% notes due 2018
$550,000,000 3.375% notes due 2023
$650,000,000 4.375% notes due 2033
$500,000,000 4.500% notes due 2043

Issue Date
December 5, 2013

Maturity Date
November 28, 2016 for the floating rate notes due 2016
November 28, 2016 for the 2016 notes
December 5, 2018 for the 2018 notes
December 5, 2023 for the 2023 notes
December 5, 2033 for the 2033 notes
December 5, 2043 for the 2043 notes

Interest rate
U.S. dollar three-month LIBOR, plus 0.070% for the floating rate notes due
2016
0.700% per annum for the 2016 notes
1.650% per annum for the 2018 notes
3.375% per annum for the 2023 notes
4.375% per annum for the 2033 notes
4.500% per annum for the 2043 notes

Interest payment dates
Interest on the floating rate notes will accrue from and including December 5,
2013 and is payable quarterly in arrears on February 28, May 28, August 28 and
November 28 of each year, beginning on February 28, 2014.

Interest on the 2016 notes will accrue from and including December 5, 2013 and
is payable semi-annually on May 28 and November 28 of each year, beginning
May 28, 2014. Interest on the 2018 notes, 2023 notes, 2033 notes and 2043

notes will accrue from and including December 5, 2013 and is payable
semi-annually on June 5 and December 5 of each year, beginning on June 5,
2014.


S-2
8 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
Optional redemption
We may, at our option, redeem the 2016 notes, 2018 notes and 2023 notes at any
time at the make-whole redemption prices described in this prospectus
supplement under "Description of the Notes--Optional Redemption."


At any time prior to June 5, 2033, in the case of the 2033 notes, and June 5,
2043, in the case of the 2043 notes, the 2033 notes and 2043 notes may be
redeemed in whole or in part, at our option, at the make-whole redemption
prices described in this prospectus supplement under "Description of the
Notes--Optional Redemption."


At any time on or after June 5, 2033, in the case of the 2033 notes, and June 5,
2043, in the case of the 2043 notes (in each case, six months prior to the
respective maturity date), the 2033 notes and the 2043 notes may be redeemed in
whole or in part, at our option, at a redemption price equal to 100% of notes to
be redeemed, plus accrued and unpaid interest to the date of redemption.


We may not redeem the floating rate notes prior to maturity.

Ranking
The notes will be our senior unsecured obligations and will rank equally with
our other unsecured and unsubordinated debt from time to time outstanding.

Further issuances
We may from time to time issue further notes ranking equally and ratably with
the notes in all respects, including the same terms as to status, redemption or
otherwise.

Trading
The notes are new issuances of securities with no established trading market.
The notes will not be listed on any national securities exchange or be quoted on
any automated dealer quotation system.

Trustee
The Bank of New York Mellon Trust Company, N.A.


S-3
9 of 44
12/5/2013 8:53 AM


424B5
http://www.sec.gov/Archives/edgar/data/200406/000119312513462127/...
Table of Contents
RISK FACTORS
Before purchasing the notes, you should consider carefully the information under the headings "Risk Factors" in our annual
report on Form 10-K, as amended, for the year ended December 30, 2012 and in our subsequently filed quarterly reports on Form
10-Q. You should also carefully consider the other information included in this prospectus supplement, the accompanying prospectus
and other information incorporated by reference herein and therein. Each of the risks described in these documents could materially
and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete
loss of your investment. See "Where You Can Find More Information."
USE OF PROCEEDS
We expect to receive net proceeds from this offering of $3,475,078,500 after deducting underwriting discounts, but before
deducting expenses of the offering. We intend to use the net proceeds of the offering of notes to repay commercial paper and for other
general corporate purposes. As of September 29, 2013, we had approximately $3.0 billion of commercial paper outstanding with a
weighted average interest rate of 0.0602% and a weighted maturity of 25.9 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 on income 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.



Nine Months
Fiscal Year Ended

Ended
September 29,
December 30,
January 1,
January 2,
January 3,
December 28,


2013

2012

2012

2011

2010

2008

Ratio of Earnings to Fixed Charges

24.98

18.69
17.18
27.87
24.75

25.46

S-4
10 of 44
12/5/2013 8:53 AM