强生美股招股说明书(2025-02-19版)

€% Notes due 20€% Notes due 20€% Notes due 20€% Notes due 20€% Notes due 20 We will pay interest on the% notes due 20, the% notes due 20, the% notes due 20, the% notes due20, and the% notes due 20(collectively, the “notes”) onof each year, beginning on, 2025. The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated debtfrom time to time outstanding. The notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000in excess thereof. We may redeem some or all of the notes at any time, and from time to time, at the redemption prices describedin this prospectus supplement. The notes are new issues of securities with no established trading market. We intend to apply to list the notes on the NewYork Stock Exchange (“NYSE”), and we expect trading in the notes on the NYSE to begin within 30days after the originalissue date. Price toPublic(1)UnderwritingDiscountProceedstoUs,BeforeExpensesPer% note due 20%%%Total€€€Per% note due 20%%%Total€€€Per% note due 20%%%Total€€€Per% note due 20%%%Total€€€Per% note due 20%%%Total€€€ Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these notes or determined that this prospectus supplement or the accompanying prospectus is accurate orcomplete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form only through the facilities of Clearstream Banking S.A. andthe Euroclear Bank S.A./N.V. on, 2025. GoldmanSachs&Co.LLC Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementCautionary Note Regarding Forward-Looking StatementsWhere You Can Find More InformationSummaryRisk FactorsCurrency ConversionUse of ProceedsDescription of the NotesMaterial U.S. Federal Income Tax ConsiderationsCertain European Union Tax ConsiderationsUnderwritingNotice to InvestorsExpertsLegal Matters Prospectus About This ProspectusCautionary Note Regarding Forward-Looking StatementsWhere You Can Find More InformationJohnson& JohnsonRisk FactorsUse of ProceedsDescription of Debt SecuritiesPlan of Distribution Experts Legal Matters Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT 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 partis the accompanying prospectus dated February16, 2023, which we refer to as the “accompanying prospectus.” The accompanying prospectus containsa description of our debt securities and gives more general information, some of which may not apply to the notes. Both the prospectus supplement andthe accompanying prospectus also incorporate by reference documents that are described under “Where You Can Find More Information” in each of theprospectus supplement and the accompanying prospectus. If information in this prospectus supplement is inconsistent with any information in theaccompanying prospectus, you should rely on the information in this prospectus supplement. In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectussupplement, in the accompanying prospectus or in any free writing prospectus filed by us with 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. Youshould not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurateas of any date other than its respective date. We and the underwriters are offering to sell the notes only in jurisdictions where sales are permitted. The distribution of this prospectussupplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the UnitedStates who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe anyrestrictions relating to the offering of the notes and the distribution of this prospectus supplement and the accompanying prospectus outside the UnitedStates. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or asolicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdictionin which it is unlawful for a person to make an offer or solicitation. References in this prospectus supplement to “Johnson& Johnson,” the “Company,” “we,” “us” and “our” and all similar references are toJohnson& Johnson and its consolidated subsidiaries, unless otherwise stated or the context otherwise requires. However, in the “Description of theNotes” and related summary secti