Filed Pursuant to Rule 433
RegistrationNo. 333-216285
February 28, 2017
PRICING TERM SHEET
| 3.750% Notes due 2047 | ||
| Issuer: | Johnson & Johnson | |
| Security: | 3.750% Senior Unsecured Notes due 2047 | |
| Size: | $1,000,000,000 | |
| Maturity Date: | March 3, 2047 | |
| Coupon: | 3.750% | |
| Interest Payment Dates: | Paid semi-annually on March 3 and September 3, commencing September 3, 2017 | |
| Price to Public: | 99.767% | |
| Underwriting Discount: | 0.750% | |
| Benchmark Treasury: | 2.875% due November 15, 2046 | |
| Benchmark Treasury Price and Yield: | 97-22, 2.993% | |
| Spread to Benchmark Treasury: | 77 bps | |
| Yield: | 3.763% | |
| Make-Whole Call: | Treasury +15 bps, prior to September 3, 2046 | |
| Par Call: | Any time on or after September 3, 2046, at 100% | |
| Trade Date: | February 28, 2017 | |
| Expected Settlement Date: | March 3, 2017 (T+3) | |
| CUSIP / ISIN: | 478160 CG7 / US478160CG79 | |
| Expected Ratings:* | Aaa (stable) (Moody’s) AAA (stable) (S&P) | |
| Joint Book-Running Managers: | Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Deutsche Bank Securities Inc. | |
| SeniorCo-Managers: | BNP Paribas Securities Corp. HSBC Securities (USA) Inc. RBS Securities Inc. The Williams Capital Group, L.P. | |
| Co-Managers: | ING Financial Markets LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Santander Investment Securities Inc. UBS Securities LLC UniCredit Capital Markets LLC | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at1-866-471-2526, J.P. Morgan Securities LLC collect at1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at1-800-294-1322.
