Company Order establishing the terms of the U.S. Dollar Notes
Exhibit 4.1
JOHNSON & JOHNSON
COMPANY ORDER
Pursuant to the authorization of the Board of Directors of Johnson & Johnson, a New Jersey corporation (the “Company”), in resolutions adopted on February 14, 2023, October 31, 2022 and April 25, 2024, the undersigned, being duly authorized, hereby approves the issuance of each of the series of Notes (as defined herein) of the Company, with the terms and provisions as described below, pursuant to and further subject to an Indenture (the “Indenture”) dated as of September 15, 1987, by and between the Company 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), as supplemented by the First Supplemental Indenture dated as of September 1, 1990 and the Second Supplemental Indenture dated as of November 9, 2017.
| TITLE OF SERIES: | 4.800% Notes due 2029 (the “4.800% Notes”) | |
| 4.900% Notes due 2031 (the “4.900% Notes”) | ||
| 4.950% Notes due 2034 (the “4.950% Notes”) | ||
| 5.250% Notes due 2054 (the “5.250% Notes,” and collectively with the 4.800% Notes, 4.900% Notes and 4.950% Notes, the “Notes”) | ||
| PRINCIPAL AMOUNT: | $1,150,000,000 of the 4.800% Notes | |
| $1,150,000,000 of the 4.900% Notes | ||
| $850,000,000 of the 4.950% Notes | ||
| $850,000,000 of the 5.250% Notes | ||
| INTEREST RATE: | 4.800% per annum on the 4.800% Notes | |
| 4.900% per annum on the 4.900% Notes | ||
| 4.950% per annum on the 4.950% Notes | ||
| 5.250% per annum on the 5.250% Notes | ||
| in each case payable semiannually on June 1 and December 1 of each year, commencing on December 1, 2024 to the holders of record at the close of business on May 15 and November 15 next preceding such interest payment dates | ||
| MATURITY DATE: | June 1, 2029 for the 4.800% Notes, June 1, 2031 for the 4.900% Notes, June 1, 2034 for the 4.950% Notes and June 1, 2054 for the 5.250% Notes | |
| PUBLIC OFFERING PRICE: | 4.800% Notes: 99.879% of the principal amount plus accrued interest, if any, from May 20, 2024 to the date of closing | |
| 4.900% Notes: 99.910% of the principal amount plus accrued interest, if any, from May 20, 2024 to the date of closing | ||
| 4.950% Notes: 99.943% of the principal amount plus accrued interest, if any, from May 20, 2024 to the date of closing | ||
| 5.250% Notes: 99.923% of the principal amount plus accrued interest, if any, from May 20, 2024 to the date of closing | ||
| PLAN OF DISTRIBUTION: | A public offering underwritten by J.P. Morgan Securities LLC; BofA Securities, Inc. Citigroup Global Markets Inc.; Deutsche Bank Securities Inc.; Goldman Sachs & Co. LLC; BNP Paribas Securities Corp.; HSBC Securities (USA) Inc.; NatWest Markets Securities Inc.; RBC Capital Markets, LLC; ING Financial Markets LLC; Santander US Capital Markets LLC; UBS Securities LLC; UniCredit Capital Markets LLC; BBVA Securities Inc.; Intesa Sanpaolo IMI Securities Corp.; MUFG Securities Americas Inc.; Standard Chartered Bank; Academy Securities, Inc.; R. Seelaus & Co., LLC; Samuel A. Ramirez & Company, Inc.; and Siebert Williams Shank & Co., LLC | |
| UNDERWRITING DISCOUNT: | 0.300% of the principal amount for the 4.800% Notes | |
| 0.350% of the principal amount for the 4.900% Notes | ||
| 0.400% of the principal amount for the 4.950% Notes | ||
| 0.750% of the principal amount for the 5.250% Notes | ||
| OPTIONAL REDEMPTION: | Make-whole call as set forth in the Notes and solely with respect to the 4.800% Notes, par call within one month of the maturity date, as set forth in the terms of the Notes, solely with respect to the 4.900% Notes, par call within two months of the maturity date, as set forth in the terms of the Notes, solely with respect to 4.950% Notes, par call within three months of the maturity date, as set forth in the terms of the Notes, and solely with respect to the 5.250% Notes, par call within six months of the maturity date, as set forth in the terms of the Notes | |
| MANDATORY REDEMPTION: | None | |
| LISTING: | None | |
| PLACE AND MANNER OF PAYMENT: | The principal of and interest on the Notes will be payable as set forth in the terms of the Notes. | |
| DENOMINATIONS: | Minimum denomination of $2,000 and additional increments of $1,000 | |
| EVENTS OF DEFAULT: | As set forth in the forms of the Notes and the Indenture | |
| CURRENCY: | Payable in U.S. dollars | |
| FORM OF SECURITY: | The Notes will be issued in the form of Global Securities, which will be deposited with, or on behalf of, the Depositary. | |
| DEPOSITARY: | The Depository Trust Company, New York | |
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| /s/ Luc Freyne Name: Luc Freyne Title: Assistant Treasurer |
Effective Date: May 20, 2024
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