EX-4.2


 Exhibit 4.2 

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, 2017 and on October 18, 2017, the undersigned, being duly authorized, hereby
approve the issuance of each of the series of Notes 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 10, 2017. 
  

			
	TITLE OF SERIES:	  	1.950% Notes due 2020 (the “1.950% Notes”)
		  	2.625% Notes due 2025 (the “2.625% Notes”)
		  	2.900% Notes due 2028 (the “2.900% Notes”)
		  	3.400% Notes due 2038 (the “3.400% Notes”)
		  	3.500% Notes due 2048 (the “3.500% Notes” and, collectively
		  	with each other series of Notes, the “Notes”)
		
	PRINCIPAL AMOUNT:	  	$500 million of the 1.950% Notes
		  	$750 million of the 2.625% Notes
		  	$1.5 billion of the 2.900% Notes
		  	$1.0 billion of the 3.400% Notes
		  	$750 million of the 3.500% Notes
		
	INTEREST RATE:	  	1.950% per annum on the 1.950% Notes,
		  	payable semiannually on November 10 and May 10 of each year, commencing May 10, 2018, to the holders of record at the close of business on October 27 and April 26 next preceding such interest payment
dates
		
		  	and
		
		  	2.625% per annum on the 2.625% Notes
		  	2.900% per annum on the 2.900% Notes
		  	3.400% per annum on the 3.400% Notes
		  	3.500% per annum on the 3.500% Notes,
		  	in each case payable semiannually on January 15 and July 15 of each year, commencing July 15, 2018, to the holders of record at the close of business on January 1 and July 1 next preceding such interest
payment dates
		
	MATURITY DATE:	  	November 10, 2020 for the 1.950% Notes
		  	January 15, 2025 for the 2.625% Notes
		  	January 15, 2028 for the 2.900% Notes
		  	January 15, 2038 for the 3.400% Notes
		  	January 15, 2048 for the 3.500% Notes
		
	PUBLIC OFFERING PRICE:	  	1.950% Notes: 99.893% of the principal amount plus accrued interest, if any, from November 10, 2017 to the date of closing








			
		  	2.625% Notes: 99.983% of the principal amount plus accrued interest, if any, from November 10, 2017 to the date of closing
		  	2.900% Notes: 99.881% of the principal amount plus accrued interest, if any, from November 10, 2017 to the date of closing
		  	3.400% Notes: 99.703% of the principal amount plus accrued interest, if any, from November 10, 2017 to the date of closing
		  	3.500% Notes: 99.623% of the principal amount plus accrued interest, if any, from November 10, 2017 to the date of closing
		
	PLAN OF DISTRIBUTION:	  	A public offering underwritten by Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Citigroup Global Markets Inc.; Deutsche Bank Securities Inc.; BNP
Paribas Securities Corp.; HSBC Securities (USA) Inc.; RBS Securities Inc.; The Williams Capital Group, L.P.; ING Financial Markets LLC; MUFG Securities Americas Inc.; RBC Capital Markets, LLC; Santander Investment Securities Inc.; UBS Securities
LLC; and UniCredit Capital Markets LLC.
		
	UNDERWRITING	  	
	DISCOUNT:	  	0.150% of the principal amount for the 1.950% Notes
		  	0.350% of the principal amount for the 2.625% Notes
		  	0.400% of the principal amount for the 2.900% Notes
		  	0.750% of the principal amount for the 3.400% Notes
		  	0.750% of the principal amount for the 3.500% Notes
		
	OPTIONAL	  	
	REDEMPTION:	  	Make-whole call, as set forth in the Notes and, solely with respect to the 2.625% Notes, par call within two months of the maturity date, as set forth in the forms of the Notes and, solely with respect to the 2.900% Notes, par
call within three months of the maturity date, as set forth in the forms of the Notes and, solely with respect to the 3.400% Notes, par call within six months of the maturity date, as set forth in the forms of the Notes and, solely with respect to
the 3.500% Notes, par call within six months of the maturity date, as set forth in the forms 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 forms 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.








			
	             /s/ Dominic J.
Caruso

	Name:	 	Dominic J. Caruso
	Title:	 	Executive Vice President,
		 	Chief Financial Officer
	
	             /s/ Michelle R.
Ryan

	Name:	 	Michelle R. Ryan
	Title:	 	Treasurer

 Effective Date: November 10, 2017