Obligation Johnson & Johnson 4.95% ( US478160AL82 ) en USD

Johnson & Johnson

103.6 % ▲

Etats-unis

US478160AL82 ( en USD )

4.95% par an ( paiement semestriel )

14/05/2033

Prospectus brochure de l'obligation Johnson & Johnson US478160AL82 en USD 4.95%, échéance 14/05/2033

1 000 USD

500 000 000 USD

478160AL8

AAA ( Première qualité )

Aaa ( Première qualité )

15/05/2024 ( Dans 19 jours )

L'Obligation émise par Johnson & Johnson ( Etats-unis ) , en USD, avec le code ISIN US478160AL82, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2033

L'Obligation émise par Johnson & Johnson ( Etats-unis ) , en USD, avec le code ISIN US478160AL82, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Johnson & Johnson ( Etats-unis ) , en USD, avec le code ISIN US478160AL82, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>y85984e424b5.txt
<DESCRIPTION>FILED PURSUANT TO RULE 424(B)(5)
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-104821
Prospectus Supplement to Prospectus dated October 18, 1994.
$1,000,000,000
LOGO
$500,000,000 3.80% Debentures due May 15, 2013
$500,000,000 4.95% Debentures due May 15, 2033
Johnson & Johnson will pay interest on the Debentures on May 15 and
November 15 of each year. The first such payment will be made on November 15,
2003. The Debentures will be issued only in denominations of $1,000 and integral
multiples of $1,000. 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 DEBENTURES OR DETERMINED
THAT THIS
PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS IS ACCURATE OR
COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
<Table>
Per 3.80% Per 4.95%
Debenture Total Debenture Total
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------ ------------ ------ ------------
<S> <C> <C> <C> <C>
Initial public offering price....... 99.844% $499,220,000 99.955% $499,775,000
Underwriting discount............... 0.450% $ 2,250,000 0.875% $ 4,375,000
Proceeds, before expenses, to
Johnson & Johnson................. 99.394% $496,970,000 99.080% $495,400,000
</Table>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Debentures will accrue from May 22, 2003 and
must be paid by the purchaser if the Debentures are delivered after May 22,
2003.
------------------------------
The Underwriters expect to deliver the Debentures in book-entry form only
through the facilities of The Depository Trust Company, Clearstream or the
Euroclear System against payment in New York, New York on May 22, 2003.
Joint Book-Running Managers
GOLDMAN, SACHS & CO. JPMORGAN
BANC OF AMERICA SECURITIES LLC
CITIGROUP
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK SECURITIES
THE WILLIAMS CAPITAL GROUP, L.P.
------------------------------
Prospectus Supplement dated May 19, 2003.
<PAGE>
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 Debentures 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
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as of any date other than its respective date.
S-2
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus include and
incorporate by reference certain statements which may be deemed to be
forward-looking statements within the meaning of 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 approvals, 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 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.
Furthermore, we assume no obligation to update any forward-looking statements as
a result of new information or future events or developments.
Some important factors that could cause our actual results to differ from
our expectations in any forward-looking statements are as follows:
Economic factors, including inflation and fluctuations in interest rates
and foreign currency exchange rates and the potential effect of such
fluctuations on revenues, expenses and resulting margins;
Competitive factors, including technological advances achieved and patents
attained by competitors as well as new products introduced by competitors,
including the fact that there is new competition in the U.S. for PROCRIT, the
top-selling product in our portfolio;
Challenges to our patents by competitors, which could potentially affect
our ability to sell the products in question and require the payment of past
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damages and future royalties, and by generic pharmaceutical firms, which can
result in the introduction of generic versions of products and the ensuing loss
of market share;
Financial distress and bankruptcies experienced by significant customers
and suppliers that could impair their ability, as the case may be, to purchase
our products, pay for products previously purchased or meet their obligations to
us under supply arrangements;
The impact on political and economic conditions due to terrorist attacks in
the U.S. and other parts of the world or U.S. military action overseas, as well
as instability in the financial markets which could result from such terrorism
or military actions;
Interruptions of computer and communications systems, including computer
viruses, that could impair our ability to conduct business and communicate
internally and with our customers;
Domestic and foreign health care changes resulting in pricing pressures,
including the continued consolidation among health care providers, trends toward
managed care and health care cost containment and government laws and
regulations relating to sales and promotion, reimbursement and pricing
generally;
Government laws and regulations, affecting domestic and foreign operations,
including those relating to trade, monetary and fiscal policies, taxes, price
controls, regulatory approval of new products, licensing and patent rights;
Competition in research, involving the development and the improvement of
new and existing products and processes, is particularly significant and results
from time to time in product and
S-3
<PAGE>
process obsolescence. The development of new and improved products is important
to our success in all areas of our business;
Difficulties inherent in product development, including the potential
inability to successfully continue technological innovation, complete clinical
trials, obtain regulatory approvals in the United States and abroad, gain and
maintain market approval of products and the possibility of encountering
infringement claims by competitors with respect to patent or other intellectual
property rights which can preclude or delay commercialization of a product;
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Significant litigation adverse to us including product liability claims,
patent infringement claims, and antitrust claims;
Product efficacy or safety concerns resulting in product recalls,
regulatory action on the part of the FDA (or foreign counterparts) or declining
sales;
The impact of business combinations, including acquisitions and
divestitures, both internally for us and externally in the pharmaceutical and
health care industries; and
Issuance of new or revised accounting standards by the American Institute
of Certified Public Accountants, the Financial Accounting Standards Board or the
Securities and Exchange Commission.
The foregoing list sets forth many, but not all, of the factors that could
impact upon our ability to achieve results described in any forward-looking
statements. Investors should understand that it is not possible to predict or
identify all such factors and should not consider this list to be a complete
statement of all potential risks and uncertainties. We have identified the
factors on this list as permitted by the Private Securities Litigation Reform
Act of 1995.
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.
<Table>
<Caption>
FISCAL
QUARTER FISCAL YEAR ENDED
ENDED ----------------------------------------------------------------------
MARCH 30, DECEMBER 29, DECEMBER 30, DECEMBER 31, JANUARY
2, JANUARY 3,
2003 2002 2001 2000 2000 1999
--------- ------------ ------------ ------------ ---------- ----------
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<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges..................... 35.20 26.75 23.95 18.41 14.76 13.46
</Table>
DESCRIPTION OF THE DEBENTURES
The following description of the particular terms of the 3.80% Debentures
due May 15, 2013 and the 4.95% Debentures due May 15, 2033 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.
S-4
<PAGE>
GENERAL
The Debentures offered hereby will be our unsecured obligations and will be
issued under an Indenture dated as of September 15, 1987 between us and BNY
Midwest Trust Company (formerly known as 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
3.80% Debentures will mature on May 15, 2013. The 4.95% Debentures will mature
on May 15, 2033.
The Debentures will bear interest from May 22, 2003 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, beginning November 15,
2003, to the beneficial owners of the Debentures 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 "Record Date"). The 3.80% Debentures will bear
interest at the rate of 3.80% per annum and the 4.95% Debentures will bear
interest at the rate of 4.95% per annum.
The Debentures will be entitled to the benefits of our covenants described
under the caption "Description of Debt Securities -- Certain Covenants" in the
accompanying Prospectus.
We may not redeem the Debentures prior to their maturity. The Debentures do
not have the benefit of a sinking fund.
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FURTHER ISSUES
We may from time to time, without notice to, or the consent of, the
registered holders of either series of Debentures, create and issue further
debentures equal in rank to either series of the Debentures 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 debentures or except
for the first payment of interest following the issue date of the further
debentures). These further debentures may be consolidated and form a single
series with either existing series of Debentures and will have the same terms as
to status, redemption or otherwise as that existing series of Debentures.
BOOK-ENTRY SYSTEM
The Debentures 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 Debentures 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
Debentures will not be exchangeable for certificates issued in definitive,
registered form ("Certificated Debentures") 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
S-5
<PAGE>
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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.com.
Clearstream, Luxembourg advises that it is incorporated under the laws of
Luxembourg as a bank. Clearstream, Luxembourg holds securities for its
customers, which we refer to as "Clearstream, Luxembourg Customers," and
facilitates the clearance and settlement of securities transactions between
Clearstream, Luxembourg Customers through electronic book-entry transfers
between their accounts. Clearstream, Luxembourg provides to Clearstream,
Luxembourg Customers, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream, Luxembourg interfaces with
domestic securities markets in over 30 countries through established depository
and custodial relationships. As a bank, Clearstream, Luxembourg is subject to
regulation by the Luxembourg Commission for the Supervision of the Financial
Sector, also known as the Commission de Surveillance du Secteur Financier.
Clearstream, Luxembourg Customers are recognized financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Clearstream,
Luxembourg Customers in the United States are limited to securities brokers and
dealers and banks. Indirect access to Clearstream, Luxembourg is also available
to other institutions such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Clearstream,
Luxembourg Customer.
Distributions with respect to the Debentures held through Clearstream,
Luxembourg will be credited to cash accounts of Clearstream, Luxembourg
Customers in accordance with its rules and procedures, to the extent received by
the U.S. Depositary of Clearstream, Luxembourg.
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Euroclear advises that it was created in 1968 to hold securities for its
participants, which we refer to as "Euroclear Participants," and to clear and
settle transactions between Euroclear Participants through simultaneous
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Euroclear provides various other services,
including securities lending and borrowing and interfaces with domestic markets
in several countries. Euroclear is operated by Euroclear Bank S.A./N.V., which
we refer to as the "Euroclear Operator," under contract with Euroclear Clearance
Systems, S.C., a Belgian cooperative corporation, which we refer to as the
"Cooperative." All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks, including central banks, securities brokers and dealers and other
professional financial intermediaries and may include the underwriters. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear Participant, either directly
or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law, which we refer to collectively as the "Terms
S-6
<PAGE>
and Conditions." The Terms and Conditions govern transfers of securities and
cash within Euroclear, withdrawals of securities and cash from Euroclear, and
receipts of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear Operator
acts under the Terms and Conditions only on behalf of Euroclear Participants and
has no record of or relationship with persons holding through Euroclear
Participants.
Distributions with respect to the Debentures held beneficially through
Euroclear will be credited to the cash accounts of Euroclear Participants in
accordance with the Terms and Conditions, to the extent received by the U.S.
Depositary for Euroclear.
Euroclear further advises that investors that acquire, hold and transfer
interests in the Debentures by book-entry through accounts with the Euroclear
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Operator or any other securities intermediary are subject to the laws and
contractual provisions governing their relationship with their intermediary, as
well as the laws and contractual provisions governing the relationship between
such an intermediary and each other intermediary, if any, standing between
themselves and the Global Security.
The Euroclear Operator advises that under Belgian law, investors that are
credited with securities on the records of the Euroclear Operator have a
co-property right in the fungible pool of interests in securities on deposit
with the Euroclear Operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear Operator, Euroclear Participants would have a right under Belgian law
to the return of the amount and type of interests in securities credited to
their accounts with the Euroclear Operator. If the Euroclear Operator did not
have a sufficient amount of interests in securities on deposit of a particular
type to cover the claims of all Euroclear Participants credited with such
interests in securities on the Euroclear Operator's records, all Participants
having an amount of interests in securities of such type credited to their
accounts with the Euroclear Operator would have the right under Belgian law to
the return of their pro rata share of the amount of interest in securities
actually on deposit.
Under Belgian law, the Euroclear Operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it, such as
dividends, voting rights and other entitlements, to any person credited with
such interests in securities on its records.
Purchases of Debentures under the DTC system must be made by or through
Direct Participants. Upon the issuance by us of the Debentures, DTC will credit,
on its book-entry system, the respective principal amounts of the Debentures to
the accounts of Participants. The accounts to be credited shall be designated by
the Underwriters. The ownership interest of each actual purchaser of each
Debenture (a "Beneficial Owner") will be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owners entered into the transaction. Transfers of ownership
interests in the Debentures are expected to be effected by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in
Debentures, except as set forth below. To facilitate subsequent transfers, all
Debentures deposited by Participants with DTC will be registered in the name of
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