JOHNSON & JOHNSON (Form: 10-K, Received: 02/20/2009 16:19:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OF

THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 28, 2008	Commission file number 1-3215

JOHNSON & JOHNSON

(Exact name of registrant as specified in its charter)


New Jersey		22-1024240
(State of incorporation)		(I.R.S. Employer Identification No.)

One Johnson & Johnson Plaza New Brunswick, New Jersey		08933
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (732) 524-0400

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT


Title of each class		Name of each exchange on which registered

Common Stock, Par Value $1.00		New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the Common Stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $178 billion.

On February 9, 2009 there were 2,765,804,457 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE


Parts I, II and III:		Portions of registrant’s annual report to shareholders for fiscal year 2008 (the “Annual Report”).
Parts I and III:		Portions of registrant’s proxy statement for its 2009 annual meeting of shareholders filed within 120 days after the close of the registrant’s fiscal year (the “Proxy Statement”).


Item		Page

PART I
1.	Business		1
	General		1
	Segments of Business		1
	Geographic Areas		2
	Raw Materials		2
	Patents and Trademarks		2
	Seasonality		3
	Competition		3
	Research and Development		3
	Environment		3
	Regulation		3
	Available Information		4
1A.	Risk Factors		4
1B.	Unresolved Staff Comments		4
2.	Properties		4
3.	Legal Proceedings		5
4.	Submission of Matters to a Vote of Security Holders		5
	Executive Officers of the Registrant		5

PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		7
6.	Selected Financial Data		8
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		8
7A.	Quantitative and Qualitative Disclosures About Market Risk		8
8.	Financial Statements and Supplementary Data		8
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		9
9A.	Controls and Procedures		9
9B.	Other Information		9

PART III
10.	Directors, Executive Officers and Corporate Governance		10
11.	Executive Compensation		10
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		10
13.	Certain Relationships and Related Transactions, and Director Independence		11
14.	Principal Accountant Fees and Services		11

PART IV
15.	Exhibits and Financial Statement Schedules		12
	Schedule II — Valuation and Qualifying Accounts		13
	Signatures		14
	Report of Independent Registered Public Accounting Firm on Financial Statement Schedule		16
	Exhibit Index		17
EX-10.J: AMENDMENTS TO CERTIFICATE OF EXTRA COMPENSATION PLAN
EX-10.L: AMENDMENTS TO THE DEFERRED FEE PLAN FOR DIRECTORS
EX-10.N: AMENDMENTS TO THE EXECUTIVE INCOME DEFERRAL PLAN
EX-10.P: AMENDMENTS TO THE JOHNSON & JOHNSON EXCESS SAVINGS PLAN
EX-10.R: AMENDMENTS TO THE EXCESS BENEFIT PLAN
EX-10.V: SUMMARY OF COMPENSATION ARRANGEMENTS
EX-10.W: SEVERANCE ARRANGEMENT FOR ALEX GORSKY
EX-12: STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-13: PAGES OF COMPANY'S ANNUAL REPORT TO SHAREHOLDERS
EX-21: SUBSIDIARIES
EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.A: CERTIFICATION
EX-31.B: CERTIFICATION
EX-32.A: CERTIFICATION
EX-32.B: CERTIFICATION
EX-99: CAUTIONARY STATEMENT

PART I

Item 1. BUSINESS

General

Johnson & Johnson and its subsidiaries have approximately 118,700 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the health care field. Johnson & Johnson is a holding company, which has more than 250 operating companies conducting business in virtually all countries of the world. Johnson & Johnson’s primary focus has been on products related to human health and well-being. Johnson & Johnson was incorporated in the State of New Jersey in 1887.

The Company’s structure is based on the principle of decentralized management. The Executive Committee of Johnson & Johnson is the principal management group responsible for the operations and allocation of the resources of the Company. This Committee oversees and coordinates the activities of the Consumer, Pharmaceutical and Medical Devices and Diagnostics business segments. Each subsidiary within the business segments is, with some exceptions, managed by citizens of the country where it is located.

Segments of Business

Johnson & Johnson’s operating companies are organized into three business segments: Consumer, Pharmaceutical and Medical Devices and Diagnostics. Additional information required by this item is incorporated herein by reference to the narrative and tabular (but not the graphic) descriptions of segments and operating results under the captions “Management’s Discussion and Analysis of Results of Operations and Financial Condition” on pages 34 through 43 and Note 11 “Segments of Business and Geographic Areas” under “Notes to Consolidated Financial Statements” on page 55 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.

Consumer

The Consumer segment includes a broad range of products used in the baby care, skin care, oral care, wound care and women’s health care fields, as well as nutritional and over-the-counter pharmaceutical products. The Baby Care franchise includes the JOHNSON’S ^® Baby line of products. Major brands in the Skin Care franchise include the AVEENO ^® ; CLEAN & CLEAR ^® ; JOHNSON’S ^® Adult; NEUTROGENA ^® ; RoC ^® ; LUBRIDERM ^® ; Beijing Dabao Cosmetics Co., Ltd.; and Vendôme product lines. The Oral Care franchise includes the LISTERINE ^® and REACH ^® oral care lines of products. Major brands in the Women’s Health franchise are the CAREFREE ^® Pantiliners and STAYFREE ^® sanitary protection products. The nutritional and over-the-counter lines include SPLENDA ^® , No Calorie Sweetener; the broad family of TYLENOL ^® acetaminophen products; SUDAFED ^® cold, flu and allergy products; ZYRTEC ^® allergy products; MOTRIN ^® IB ibuprofen products; and PEPCID ^® AC Acid Controller from Johnson & Johnson • Merck Consumer Pharmaceuticals Co. These products are marketed principally to the general public and sold both to wholesalers and directly to independent and chain retail outlets throughout the world.

Pharmaceutical

The Pharmaceutical segment includes products in the following therapeutic areas: anti-infective, antipsychotic, cardiovascular, contraceptive, dermatology, gastrointestinal, hematology, immunology, neurology, oncology, pain management, urology and virology. These products are distributed directly to retailers, wholesalers and health care professionals for prescription use by the general public. Key products in the Pharmaceutical segment include: REMICADE ^® (infliximab), a biologic approved for the treatment of Crohn’s disease, ankylosing spondylitis, psoriasis, psoriatic arthritis, ulcerative colitis, and use in the treatment of rheumatoid arthritis; TOPAMAX ^® (topiramate), approved for adjunctive and monotherapy use in epilepsy, as well as for the prophylactic treatment of migraines; PROCRIT ^® (Epoetin alfa, sold outside the U.S. as EPREX ^® ), a biotechnology-derived product that stimulates red blood cell production; RISPERDAL ^® oral (risperidone), a medication that treats the symptoms of schizophrenia, bipolar mania and irritability associated with autistic behavior in indicated patients, RISPERDAL ^® CONSTA ^® (risperidone), a long-acting injectable, and INVEGA ^TM (paliperdone) Extended-Release tablets, for the treatment of schizophrenia; LEVAQUIN ^® (levofloxacin) and FLOXIN ^® (ofloxacin), both in the anti-infective field; CONCERTA ^® (methylphenidate HCl), a product for the treatment of attention deficit hyperactivity disorder; ACIPHEX ^® /PARIET ^® , a proton pump inhibitor co-marketed with Eisai Inc.; and DURAGESIC ^® /Fentanyl Transdermal (fentanyl transdermal system, sold outside the U.S. as DUROGESIC ^® ), a treatment for chronic pain that offers a novel delivery system.

Medical Devices and Diagnostics

The Medical Devices and Diagnostics segment includes a broad range of products distributed to wholesalers, hospitals and retailers, used principally in the professional fields by physicians, nurses, therapists, hospitals, diagnostic laboratories and clinics. These products include Cordis’ circulatory disease management products; DePuy’s orthopaedic joint reconstruction, spinal care and sports medicine products; Ethicon’s surgical care and women’s health products; Ethicon Endo-Surgery’s minimally invasive surgical products; LifeScan’s blood glucose monitoring and insulin delivery products; Ortho-Clinical Diagnostics’ professional diagnostic products and Vistakon’s disposable contact lenses. Distribution to these health care professional markets is done both directly and through surgical supply and other dealers.

Geographic Areas

The international business of Johnson & Johnson is conducted by subsidiaries located in 56 countries outside the United States, which are selling products in virtually all countries throughout the world. The products made and sold in the international business include many of those described above under “— Segments of Business — Consumer,” “— Pharmaceutical” and “— Medical Devices and Diagnostics.” However, the principal markets, products and methods of distribution in the international business vary with the country and the culture. The products sold in international business include not only those developed in the United States, but also those developed by subsidiaries abroad.

Investments and activities in some countries outside the United States are subject to higher risks than comparable U.S. activities because the investment and commercial climate is influenced by restrictive economic policies and political uncertainties.

Raw Materials

Raw materials essential to Johnson & Johnson’s operating companies’ businesses are generally readily available from multiple sources.

Patents and Trademarks

Johnson & Johnson and its operating companies have made a practice of obtaining patent protection on their products and processes where possible. They own or are licensed under a number of patents relating to their products and manufacturing processes, which in the aggregate are believed to be of material importance to Johnson & Johnson in the operation of its businesses. Sales of the Company’s two largest products, REMICADE ^® (infliximab) and TOPAMAX ^® (topiramate), accounted for approximately 6% and 4% of Johnson & Johnson’s total revenues, respectively, for fiscal 2008. Accordingly, the patents related to these products are believed to be material to Johnson & Johnson as a whole.

The material patents that expired in 2007 and 2008 are related to RISPERDAL ^® (risperidone), which expired in the United States in December 2007, and TOPAMAX ^® , which expired in the United States in September 2008. The Company has received pediatric extensions for RISPERDAL ^® oral and TOPAMAX ^® from the FDA, which granted market exclusivity in the United States through June 2008 and March 2009, respectively. The next significant patent scheduled to expire on December 20, 2010 is for LEVAQUIN ^® (levofloxacin), which accounted for 2.5% of the Company’s 2008 sales. A pediatric extension for LEVAQUIN ^® was granted by the FDA, which extends market exclusivity in the United States through June 20, 2011.

Johnson & Johnson’s operating companies have made a practice of selling their products under trademarks and of obtaining protection for these trademarks by all available means. These trademarks are protected by registration in the United States and other countries where such products are marketed. Johnson & Johnson considers these trademarks in the aggregate to be of material importance in the operation of its businesses.

Seasonality

Worldwide sales do not reflect any significant degree of seasonality; however, spending has been heavier in the fourth quarter of each year than in other quarters. This reflects increased spending decisions, principally for advertising and research and development activity.

Competition

In all of their product lines, Johnson & Johnson’s operating companies compete with companies both large and small, located throughout the world. Competition is strong in all product lines without regard to the number and size of the competing companies involved. Competition in research, involving the development and the improvement of new and existing products and processes, is particularly significant. The development of new and improved products is important to Johnson & Johnson’s success in all areas of its businesses. This also includes protecting the Company’s portfolio of intellectual property. The competitive environment requires substantial investments in continuing research and multiple sales forces. In addition, the development and maintenance of customer acceptance of the products of Johnson & Johnson’s consumer businesses involves significant expenditures for advertising and promotion.

Research and Development

Research activities represent a significant part of Johnson & Johnson’s subsidiaries’ businesses. Major research facilities are located not only in the United States but also in Belgium, Brazil, Canada, China, France, Germany, India, Japan, the Netherlands, Singapore and the United Kingdom. The costs of worldwide Company-sponsored research activities relating to the development of new products, improvement of existing products, technical support of products and compliance with governmental regulations for the protection of consumers and patients, excluding in-process research and development charges, amounted to $7.6 billion, $7.7 billion and $7.1 billion for fiscal years 2008, 2007 and 2006, respectively. These costs are charged directly to expense, or directly against income, in the year in which incurred.

Environment

Johnson & Johnson’s operating companies are subject to a variety of federal, state and local environmental protection measures. Johnson & Johnson believes that its operations comply in all material respects with applicable environmental laws and regulations. Johnson & Johnson’s compliance with these requirements did not during the past year, and is not expected to, have a material effect upon its capital expenditures, cash flows, earnings or competitive position.

Regulation

Most of Johnson & Johnson’s businesses are subject to varying degrees of governmental regulation in the countries in which operations are conducted, and the general trend is toward increasingly stringent regulation. In the United States, the drug, device, diagnostics and cosmetic industries have long been subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing, advertising, labeling and safety reporting. The exercise of broad regulatory powers by the FDA continues to result in increases in the amounts of testing and documentation required for FDA clearance of new drugs and devices and a corresponding increase in the expense of product introduction. Similar trends are also evident in major markets outside of the United States.

The costs of human health care have been and continue to be a subject of study, investigation and regulation by governmental agencies and legislative bodies around the world. In the United States, attention has been focused on drug prices and profits and programs that encourage doctors to write prescriptions for particular drugs or recommend, use or purchase particular medical devices. Payers have become a more potent force in the market place and increased attention is being paid to drug and medical device pricing, appropriate drug and medical device utilization and the quality and costs of health care. In the United States, implementation of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 and the Deficit Reduction Act of 2005 may cause uncertainty in reimbursement levels in certain product segments.

The regulatory agencies under whose purview Johnson & Johnson’s operating companies operate have administrative powers that may subject those companies to such actions as product withdrawals, recalls, seizure of products and other civil and criminal sanctions. In some cases, Johnson & Johnson’s operating companies may deem it advisable to initiate product recalls.

In addition, business practices in the health care industry have come under increased scrutiny, particularly in the United States, by government agencies and state attorneys general, and resulting investigations and prosecutions carry the risk of significant civil and criminal penalties.


	Available Information

The Company’s main corporate Web site address is www.jnj.com. Copies of Johnson & Johnson’s Quarterly Reports on Form 10-Q, Annual Report on Form 10-K and Current Reports on Form 8-K filed or furnished to the U.S. Securities and Exchange Commission (the “SEC”), and any amendments to the foregoing, will be provided without charge to any shareholder submitting a written request to the Secretary at the principal executive offices of the Company or by calling 1-800-950-5089. All of the Company’s SEC filings are also available on the Company’s Web site at www.investor.jnj.com/governance.cfm , as soon as reasonably practicable after having been electronically filed or furnished to the SEC. All SEC filings are also available at the SEC’s Web site at www.sec.gov . In addition, the written charters of the Audit Committee, the Compensation & Benefits Committee and the Nominating & Corporate Governance Committee of the Board of Directors and the Company’s Principles of Corporate Governance, Policy on Business Conduct for employees and Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers are available at the www.investor.jnj.com/governance.cfm Web site address and will be provided without charge to any shareholder submitting a written request, as provided above.

Item 1A. RISK FACTORS

Not applicable.

Item 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 2. PROPERTIES

Johnson & Johnson and its subsidiaries operate 147 manufacturing facilities occupying approximately 21.6 million square feet of floor space.

The manufacturing facilities are used by the industry segments of Johnson & Johnson’s business approximately as follows:


	Square Feet
	(in
Segment	thousands)

Consumer		7,629
Pharmaceutical		6,221
Medical Devices and Diagnostics		7,703

Worldwide Total		21,553

Within the United States, eight facilities are used by the Consumer segment, 12 by the Pharmaceutical segment and 41 by the Medical Devices and Diagnostics segment. Johnson & Johnson’s manufacturing operations outside the United States are often conducted in facilities that serve more than one business segment.

The locations of the manufacturing facilities by major geographic areas of the world are as follows:


			Square Feet
	Number of		(in
Geographic Area	Facilities		thousands)

United States		61		7,973
Europe		35		7,239
Western Hemisphere, excluding U.S.		16		3,018
Africa, Asia and Pacific		35		3,323

Worldwide Total		147		21,553

In addition to the manufacturing facilities discussed above, Johnson & Johnson and its subsidiaries maintain numerous office and warehouse facilities throughout the world. Research facilities are also discussed in Item 1 under “Business — Research and Development.”

Johnson & Johnson and its subsidiaries generally seek to own their manufacturing facilities, although some, principally in locations abroad, are leased. Office and warehouse facilities are often leased.

Johnson & Johnson’s properties are maintained in good operating condition and repair and are well utilized.

For information regarding lease obligations, see Note 4 “Rental Expense and Lease Commitments” under “Notes to Consolidated Financial Statements” on page 51 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K. Segment information on additions to property, plant and equipment is contained in Note 11 “Segments of Business and Geographic Areas” under “Notes to Consolidated Financial Statements” on page 55 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.

Item 3. LEGAL PROCEEDINGS

The information set forth in Note 18 “Legal Proceedings” under “Notes to Consolidated Financial Statements” on pages 62 through 66 of the Annual Report is incorporated herein by reference and filed as Exhibit 13 to this Report on Form 10-K.

The Company or its subsidiaries are parties to a number of proceedings brought under the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund, and comparable state laws, in which the primary relief sought is the cost of past and future remediation. While it is not feasible to predict or determine the outcome of these proceedings, in the opinion of the Company, such proceedings would not have a material adverse effect on the results of operations, cash flows or financial position of the Company.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Listed below are the executive officers of Johnson & Johnson as of February 9, 2009, each of whom, unless otherwise indicated below, has been an employee of the Company or its affiliates and held the position indicated during the past five years. There are no family relationships between any of the executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected. At the annual meeting of the Board of Directors, the executive officers are elected by the Board to hold office for one year and until their respective successors are elected and qualified, or until earlier resignation or removal.

Information with regard to the directors of the Company, including those of the following executive officers who are directors, is incorporated herein by reference to the material captioned “Election of Directors” in the Proxy Statement.


Name	Age		Position

Dominic J. Caruso		51	Member, Executive Committee; Vice President, Finance; Chief Financial Officer(a)
Donald M. Casey, Jr.		49	Member, Executive Committee; Worldwide Chairman, Comprehensive Care Group(b)
Russell C. Deyo		59	Member, Executive Committee; Vice President, General Counsel(c)
Kaye I. Foster-Cheek		49	Member, Executive Committee; Vice President, Human Resources(d)
Colleen A. Goggins		54	Member, Executive Committee; Worldwide Chairman, Consumer Group(e)
Alex Gorsky		48	Member, Executive Committee; Worldwide Chairman, Surgical Care Group(f)
Sherilyn S. McCoy		50	Member, Executive Committee; Worldwide Chairman, Pharmaceuticals Group(g)
Christine A. Poon		56	Vice Chairman, Board of Directors; Member, Executive Committee(h)
Nicholas J. Valeriani		52	Member, Executive Committee; Vice President, Office of Strategy & Growth(i)
William C. Weldon		60	Chairman, Board of Directors; Chairman, Executive Committee; Chief Executive Officer


(a)		Mr. D. J. Caruso joined the Company in 1999 when the Company acquired Centocor, Inc. At the time of that acquisition, he had been Senior Vice President, Finance of Centocor. Mr. Caruso was named Vice President, Finance of Ortho-McNeil Pharmaceutical, Inc. in 2001 and Vice President, Group Finance of the Company’s Medical Devices and Diagnostics Group in 2003. In 2005, Mr. Caruso was named Vice President of the Company’s Group Finance organization. Mr. Caruso became a Member of the Executive Committee and Vice President, Finance and Chief Financial Officer in 2007.

(b)		Mr. D. M. Casey, Jr., joined the Company in 1985 and held various positions before becoming President of Johnson & Johnson • Merck Consumer Pharmaceuticals Co. in 1997. In 2001, he was named President of Personal Products Company Division of Johnson & Johnson Consumer Companies, Inc. In 2002, Mr. Casey became the Group President of Johnson & Johnson Vision Care, Inc., and in 2004 was named Company Group Chairman, Vision Care. In 2006, he was named Company Group Chairman of the LifeScan franchise. In 2008, he became a Member of the Executive Committee and Worldwide Chairman, Comprehensive Care Group.

(c)		Mr. R. C. Deyo joined the Company in 1985 and became Associate General Counsel in 1991. He became a Member of the Executive Committee and Vice President, Administration in 1996 and Vice President, General Counsel in 2004.

(d)		Ms. K. I. Foster-Cheek joined the Company in 2003 as Vice President, Human Resources for the Johnson & Johnson consumer products companies. In 2004, she was named Vice President, Human Resources for the Consumer & Personal Care Group and was named a member of the Human Resources Leadership Team and the Consumer & Personal Care Group Operating Committee. Ms. Foster-Cheek became a Member of the Executive Committee and Vice President, Human Resources for the Company in 2005. Prior to joining the Company, Ms. Foster-Cheek served in various human resources management positions with Pfizer Inc. for 13 years, most recently supporting its pharmaceutical businesses in Japan, Asia, Africa, Middle East and Latin America.

(e)		Ms. C. A. Goggins joined the Company in 1981 and held various positions before becoming President of Personal Products Company in 1994. She was named President of Johnson & Johnson Consumer Companies, Inc. in 1995 and Company Group Chairman, North America, Johnson & Johnson Consumer Products in 1998. Ms. Goggins became a Member of the Executive Committee and Worldwide Chairman, Consumer & Personal Care Group in 2001, now known as the Consumer Group.


(f)		Mr. A. Gorsky joined the Company in 2008 as Company Group Chairman and Worldwide Franchise Chairman for Ethicon, Inc. Previously, he was head of the North American pharmaceuticals business at Novartis Pharmaceuticals Corporation from 2004 to 2008. Prior to Novartis, Mr. Gorsky served in various management positions at Johnson & Johnson, including Company Group Chairman for the Company’s pharmaceutical business in Europe, Middle East and Africa and President of Janssen Pharmaceutica Inc. (U.S.). In January 2009, he became a Member of the Executive Committee and Worldwide Chairman, Surgical Care Group.

(g)		Ms. S. S. McCoy joined the Company in 1982 as an Associate Scientist in Research & Development for Personal Products Company. She was named Vice President, Research & Development for the Personal Products Worldwide Division of McNEIL-PPC, Inc. in 1995, and Vice President, Marketing for its Skin Care franchise in 2000. In 2002, Ms. McCoy became Global President for its Baby and Wound Care franchise. She was named Company Group Chairman and Worldwide Franchise Chairman of Ethicon, Inc. in 2005. In 2008 she became a Member of the Executive Committee and Worldwide Chairman, Surgical Care Group. In January 2009, she became Worldwide Chairman, Pharmaceuticals Group.

(h)		Ms. C. A. Poon joined the Company in 2000 as a Company Group Chairman in the Pharmaceuticals Group. She became a Member of the Executive Committee and Worldwide Chairman, Pharmaceuticals Group in 2001, was named Worldwide Chairman, Medicines & Nutritionals in 2003 and was appointed Vice Chairman of the Company’s Board of Directors in 2005. She was again named Worldwide Chairman, Pharmaceuticals Group in 2008. Prior to joining the Company, Ms. Poon served in various management positions at Bristol-Myers Squibb Company for 15 years, most recently as President of International Medicines (1998-2000) and President of Medical Devices (1997-1998). Ms. Poon plans to retire from the Company in March 2009.

(i)		Mr. N. J. Valeriani joined the Company in 1978 and held various positions before becoming President of Ethicon Endo-Surgery, Inc. in 1997. In 2001 he was named Company Group Chairman for Ethicon Endo-Surgery with additional responsibility for the Johnson & Johnson Medical Products Medical Devices and Diagnostics business in Canada. He became Worldwide Franchise Chairman for the DePuy Franchise in 2002. Mr. Valeriani became a Member of the Executive Committee and Vice President, Human Resources in 2003. In 2004 he assumed additional responsibilities as Worldwide Chairman, Diagnostics. In 2005, Mr. Valeriani was appointed Worldwide Chairman, Cardiovascular Devices and Diagnostics and relinquished his Human Resources responsibilities. He became Worldwide Chairman, Medical Devices and Diagnostics Group in 2006. In 2008 Mr. Valeriani became Vice President, Office of Strategy & Growth.

PART II


Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of February 9, 2009, there were 168,784 record holders of Common Stock of the Company. Additional information called for by this item is incorporated herein by reference to: the material under the captions “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Liquidity and Capital Resources — Share Repurchase and Dividends” on page 41; “ — Other Information — Common Stock Market Prices” on page 43; Note 10 “Common Stock, Stock Option Plans and Stock Compensation Agreements” under “Notes to Consolidated Financial Statements” on pages 53 and 54; and “Shareholder Return Performance Graphs” on page 71 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K; and Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Equity Compensation Plan Information” of this Report on Form 10-K.

Issuer Purchases of Equity Securities

On July 9, 2007, the Company announced that its Board of Directors approved a stock repurchase program, authorizing the Company to buy back up to $10 billion of the Company’s Common Stock. Share repurchases take place on the open market from time to time based on market conditions. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. Any shares acquired will be available for general corporate purposes. The Company funds the share repurchase program through a combination of available cash and debt. The Company does not expect its triple-A credit rating to be affected by the share repurchase program.

In addition, Common Stock purchases on the open market are made as part of a systematic plan related to the Company’s compensation programs.

The following table provides information with respect to Common Stock purchases by the Company during the fiscal fourth quarter of 2008.

Total Number

of Shares

Remaining

Purchased as

Maximum Number

Part of

of Shares that

Total Number

Avg. Price

Publicly Announced

May Yet Be Purchased

of Shares

Paid Per

Plans or

Under the Plans

Period

Purchased ⁽¹⁾

Share

Programs

or Programs ⁽²⁾

September 29, 2008 through October 26, 2008

6,329,500

65.78

6,329,500

October 27, 2008 through November 23, 2008

5,472,700

60.50

4,757,600

November 24, 2008 through December 28, 2008

2,240,500

57.80

—

Total

14,042,700

11,087,100

⁽³⁾

32,224,373


⁽¹⁾	During the fiscal fourth quarter of 2008, the Company repurchased an aggregate of 11,087,100 shares of the Company’s Common Stock pursuant to the repurchase program that was publicly announced on July 9, 2007 and an aggregate of 2,955,600 shares in open-market transactions outside of the program.

⁽²⁾	As of December 28, 2008, based on the closing price of the Company’s Common Stock on the New York Stock Exchange on December 26, 2008 of $58.56 per share.

⁽³⁾	As of December 28, 2008, an aggregate of 124,850,500 shares were purchased for a total of $8.1 billion since the inception of the repurchase program announced on July 9, 2007.

Item 6. SELECTED FINANCIAL DATA

The information called for by this item is incorporated herein by reference to the material under the caption “Summary of Operations and Statistical Data 1998-2008” on page 70 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.


Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The information called for by this item is incorporated herein by reference to the narrative and tabular (but not the graphic) material under the caption “Management’s Discussion and Analysis of Results of Operations and Financial Condition” on pages 34 through 43 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is incorporated herein by reference to the material under the caption “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Liquidity and Capital Resources — Financing and Market Risk” on page 40 and Note 1 “Summary of Significant Accounting Policies — Financial Instruments” under “Notes to Consolidated Financial Statements” on pages 49 and 50 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this item is incorporated herein by reference to the Audited Consolidated Financial Statements and Notes thereto and the material under the caption “Report of Independent Registered Public Accounting Firm” on pages 44 through 69 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.


Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.


Item 9A.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. At the end of the period covered by this report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. William C. Weldon, Chairman and Chief Executive Officer, and Dominic J. Caruso, Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Messrs. Weldon and Caruso concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting. Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of external financial statements in accordance with generally accepted accounting principles.

Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2008. In making this assessment, the Company used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework.” These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting.

Based on the Company’s processes and assessment, as described above, management has concluded that, as of December 28, 2008, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 28, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in the “Report of Independent Registered Public Accounting Firm” on page 69 of the Annual Report, which is incorporated herein by reference and filed as Exhibit 13 to this Report on Form 10-K.

Changes in Internal Control Over Financial Reporting. During the fiscal quarter ended December 28, 2008, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such referred to above in this Item 9A that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


Item 9B.	OTHER INFORMATION

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information called for by this item is incorporated herein by reference to the material under the captions “Election of Directors” and “Stock Ownership and Section 16 Compliance — Section 16(b) Beneficial Ownership Reporting Compliance” and the discussion of the Audit Committee under the caption “Corporate Governance — Board Committees” in the Proxy Statement; and the material under the caption “Executive Officers of the Registrant” in Part I of this Report on Form 10-K.

The Company’s Policy on Business Conduct, which covers all employees (including the Chief Executive Officer, Chief Financial Officer and Controller), meets the requirements of the SEC rules promulgated under Section 406 of the Sarbanes-Oxley Act of 2002. The Policy on Business Conduct is available on the Company’s Web site at www.investor.jnj.com/governance/policies.cfm , and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices. Any substantive amendment to the Policy on Business Conduct or any waiver of the Policy granted to the Chief Executive Officer, the Chief Financial Officer or the Controller will be posted on the Company’s Web site at www.investor.jnj.com/governance.cfm within five business days (and retained on the Web site for at least one year).

In addition, the Company has adopted a Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers. The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers is available on the Company’s Web site at www.investor.jnj.com/governance/policies.cfm , and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices. Any substantive amendment to the Code or any waiver of the Code granted to any member of the Board of Directors or any executive officer will be posted on the Company’s Web site at www.investor.jnj.com/governance.cfm within five business days (and retained on the Web site for at least one year).

Item 11. EXECUTIVE COMPENSATION

The information called for by this item is incorporated herein by reference to the material under the captions “Compensation Discussion and Analysis,” “Executive and Director Compensation” and “Compensation Committee Report” in the Proxy Statement.

The material incorporated herein by reference to the material under the caption “Compensation Committee Report” in the Proxy Statement shall be deemed furnished, and not filed, in this Report on Form 10-K and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as a result of this furnishing, except to the extent that the Registrant specifically incorporates it by reference.


Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Additional information called for by this item is incorporated herein by reference to the material under the captions “Stock Ownership and Section 16 Compliance” in the Proxy Statement and Note 10 “Common Stock, Stock Option Plans and Stock Compensation Agreements” under “Notes to Consolidated Financial Statements” on pages 53 and 54 of the Annual Report, filed as Exhibit 13 to this Report on Form 10-K.

Equity Compensation Plan Information

The following table provides certain information as of December 28, 2008 concerning the shares of the Company’s Common Stock that may be issued under existing equity compensation plans.

Number of Securities to

Weighted Average

Number of Securities

be Issued Upon Exercise of

Exercise Price of

Remaining Available for

Outstanding Options,

Future Issuance Under

Plan Category

Warrants and Rights

Equity Compensation Plans ⁽⁴⁾

Equity Compensation Plans Approved by Security Holders ⁽¹⁾

236,800,102

52.76

167,603,561

Equity Compensation Plans Not Approved by Security Holders ⁽²⁾⁽³⁾

956,844

36.11

—

Total

237,756,946

52.69

167,603,561


⁽¹⁾	Included in this category are the following equity compensation plans, which have been approved by the Company’s shareholders: 1995 Stock Option Plan, 2000 Stock Compensation Plan and 2005 Long-Term Incentive Plan.

⁽²⁾	Included in this category are 835,744 shares of Common Stock of the Company issuable under various equity compensation plans which were assumed by the Company upon acquisition of the following companies: ALZA Corporation, Scios Inc., Innovasive Devices, Inc., Inverness Medical Technology, Inc. and Centocor, Inc. 596,296 of the shares listed as issuable in this category were issued under plans that were approved by the shareholders of these companies prior to the acquisition and the assumption of these plans by the Company. At the time of each of these acquisitions, options to acquire equity of the acquired company were replaced by options to acquire the Common Stock of the Company. No stock options or equity awards of any type have been made under any of these plans since the assumption of these plans by the Company, and no further stock options or other equity awards of any type will be made under any of these plans in the future.

The shares that are included in this column that were issued under plans not approved by shareholders of the applicable acquired company are: 204,277 shares issuable under the 1996 Scios Non-Officer Stock Option Plan; and 35,171 shares issuable under warrants under an Inverness Medical plan.


⁽³⁾	Also included in this category are 121,100 shares of Common Stock of the Company issuable upon the exercise of outstanding stock options under the Company’s 1997 Stock Option Plan for Non-Employee Directors.

⁽⁴⁾	This column excludes shares reflected under the column “Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.”


Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information called for by this item is incorporated herein by reference to the material under the captions “Transactions with Related Persons” and “Corporate Governance — Director Independence” in the Proxy Statement.


Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information called for by this item is incorporated herein by reference to the material under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. Financial Statements

The following Audited Consolidated Financial Statements and Notes thereto and the material under the caption “Report of Independent Registered Public Accounting Firm” on pages 44 through 69 of the Annual Report are incorporated herein by reference and filed as Exhibit 13 to this Report on Form 10-K:

Consolidated Balance Sheets at end of Fiscal Years 2008 and 2007

Consolidated Statements of Earnings for Fiscal Years 2008, 2007 and 2006

Consolidated Statements of Equity for Fiscal Years 2008, 2007 and 2006

Consolidated Statements of Cash Flows for Fiscal Years 2008, 2007 and 2006

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

2. Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts

Schedules other than those listed above are omitted because they are not required or are not applicable.

3. Exhibits Required to be Filed by Item 60l of Regulation S-K

The information called for by this item is incorporated herein by reference to the Exhibit Index in this report.

JOHNSON & JOHNSON AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Fiscal Years Ended December 28, 2008, December 30, 2007 and December 31, 2006

(Dollars in Millions)


	Balance at								Balance at
	Beginning of								End of
	Period		Accruals			Payments/ Other			Period

2008
Accrued Rebates ⁽¹⁾	$	1,802		5,578			(5,572	)		1,808
Accrued Returns		648		402			(256	)		794
Accrued Promotions		578		2,991			(3,213	)		356

Subtotal	$	3,028		8,971			(9,041	)		2,958
Reserve for doubtful accounts		193		101			(27	)		267
Reserve for cash discounts		71		905			(897	)		79

Total	$	3,292	$	9,977 ⁽²	⁾	$	(9,965	)	$	3,304


2007
Accrued Rebates ⁽¹⁾	$	1,691		5,243			(5,132	)		1,802
Accrued Returns		599		395			(346	)		648
Accrued Promotions		457		2,908			(2,787	)		578

Subtotal	$	2,747		8,546			(8,265	)		3,028
Reserve for doubtful accounts		160		42			(9	)		193
Reserve for cash discounts		62		1,022			(1,013	)		71

Total	$	2,969		9,610			(9,287	)		3,292


2006
Accrued Rebates ⁽¹⁾	$	1,565		5,017			(4,891	)		1,691
Accrued Returns		535		210			(146	)		599
Accrued Promotions		388		2,284			(2,215	)		457

Subtotal	$	2,488		7,511			(7,252	)		2,747
Reserve for doubtful accounts		164		17			(21	)		160
Reserve for cash discounts		57		867			(862	)		62

Total	$	2,709		8,395			(8,135	)		2,969


⁽¹⁾	Includes reserve for customer rebates of $721 million, $710 million and $558 million at December 28, 2008, December 30, 2007 and December 31, 2006, respectively.

⁽²⁾	Includes $171 million adjustment related to previously estimated accrued sales reserve.

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 9, 2009

JOHNSON & JOHNSON

(Registrant)


	By	/s/ W. C. Weldon

W. C. Weldon, Chairman, Board of Directors,

and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ W. C. Weldon W. C. Weldon	Chairman, Board of Directors, Chief Executive Officer, and Director (Principal Executive Officer)	February 9, 2009

/s/ C. A. Poon C. A. Poon	Vice Chairman, Board of Directors, and Director	February 9, 2009

/s/ D. J. Caruso D. J. Caruso	Chief Financial Officer (Principal Financial Officer)	February 9, 2009

/s/ S. J. Cosgrove S. J. Cosgrove	Controller (Principal Accounting Officer)	February 9, 2009

/s/ M. S. Coleman M. S. Coleman	Director	February 9, 2009

/s/ J. G. Cullen J. G. Cullen	Director	February 9, 2009

/s/ M. M. E. Johns M. M. E. Johns	Director	February 9, 2009


Signature	Title	Date


/s/ A. G. Langbo A. G. Langbo	Director	February 9, 2009

/s/ S. L. Lindquist S. L. Lindquist	Director	February 9, 2009

/s/ L. F. Mullin L. F. Mullin	Director	February 9, 2009

/s/ W. D. Perez W. D. Perez	Director	February 9, 2009

/s/ C. Prince C. Prince	Director	February 9, 2009

/s/ D. Satcher D. Satcher	Director	February 9, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of

Johnson & Johnson:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 17, 2009 appearing in the 2008 Annual Report to Shareholders of Johnson & Johnson (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York

February 17, 2009

EXHIBIT INDEX


Reg. S-K
Exhibit Table			Description
Item No.			of Exhibit

	3	(a)(i)	Restated Certificate of Incorporation dated April 26, 1990 — Incorporated herein by reference to Exhibit 3(a) of the Registrant’s Form 10-K Annual Report for the year ended December 30, 1990.
	3	(a)(ii)	Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated May 20, 1992 — Incorporated herein by reference to Exhibit 3(a) of the Registrant’s Form 10-K Annual Report for the year ended January 3, 1993.
	3	(a)(iii)	Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated May 21, 1996 — Incorporated herein by reference to Exhibit 3(a)(iii) of the Registrant’s Form 10-K Annual Report for the year ended December 29, 1996.
	3	(a)(iv)	Certificate of Amendment to the Restated Certificate of Incorporation of the Company effective May 22, 2001 — Incorporated herein by reference to Exhibit 3 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended July 1, 2001.
	3	(a)(v)	Certificate of Amendment to the Restated Certificate of Incorporation of the Company effective April 27, 2006 — Incorporated herein by reference to Exhibit 3(i) of the Registrant’s Form 10-Q Quarterly Report for the quarter ended April 2, 2006.
	3	(b)	By-Laws of the Company, as amended effective February 9, 2009 — Incorporated herein by reference to Exhibit 3.1 the Registrant’s Form 8-K Current Report filed February 13, 2009.
	4	(a)	Upon the request of the Securities and Exchange Commission, the Registrant will furnish a copy of all instruments defining the rights of holders of long term debt of the Registrant.
	10	(a)	Stock Option Plan for Non-Employee Directors — Incorporated herein by reference to Exhibit 10(a) of the Registrant’s Form 10-K Annual Report for the year ended December 29, 1996.*
	10	(b)	2000 Stock Option Plan (as amended) — Incorporated herein by reference to Exhibit 10(b) of the Registrant’s Form 10-K Annual Report for the year ended December 29, 2002.*
	10	(c)	1995 Stock Option Plan (as amended) — Incorporated herein by reference to Exhibit 10(b) of the Registrant’s Form 10-K Annual Report for the year ended January 3, 1999.*
	10	(d)	2005 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 4 of the Registrant’s S-8 Registration Statement filed with the Commission on May 10, 2005 (file no. 333-124785).*
	10	(e)	Form of Stock Option Certificate and Restricted Shares to Non-Employee Directors Certificate under the 2005 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended July 3, 2005.*
	10	(f)	Form of Restricted Stock Unit Certificate under the 2005 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended October 2, 2005.*
	10	(g)	Executive Bonus Plan — Incorporated herein by reference to Exhibit 4 of the Registrant’s Form S-8 Registration Statement filed with the Commission on November 8, 2005 (file no. 333-129542).*
	10	(h)	Executive Incentive Plan (as amended) — Incorporated herein by reference to Exhibit 10(f) of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2000.*
	10	(i)	Domestic Deferred Compensation (Certificate of Extra Compensation) Plan (as amended) — Incorporated herein by reference to Exhibit 10(g) of the Registrant’s Form 10-K Annual Report for the year ended December 28, 2003.*
	10	(j)	Amendments to the Certificate of Extra Compensation Plan effective as of January 1, 2009 — Filed with this document.*
	10	(k)	Deferred Fee Plan for Non-Employee Directors (as amended) — Incorporated herein by reference to Exhibit 10(h) of the Registrant’s Form 10-K Annual Report for the year ended January 2, 2005.*


Reg. S-K
Exhibit Table			Description
Item No.			of Exhibit

	10	(l)	Amendments to the Deferred Fee Plan for Directors effective as of January 1, 2009 — Filed with this document.*
	10	(m)	Executive Income Deferral Plan (as amended) — Incorporated herein by reference to Exhibit 10(i) of the Registrant’s Form 10-K Annual Report for the year ended December 28, 2003.*
	10	(n)	Amendments to the Executive Income Deferral Plan effective as of January 1, 2009 — Filed with this document.*
	10	(o)	Excess Savings Plan — Incorporated herein by reference to Exhibit 10(j) of the Registrant’s Form 10-K Annual Report for the year ended December 29, 1996.*
	10	(p)	Amendments to the Johnson & Johnson Excess Savings Plan effective as of January 1, 2009 — Filed with this document.*
	10	(q)	Excess Benefit Plan (Supplemental Retirement Plan) — Incorporated herein by reference to Exhibit 10(h) of the Registrant’s Form 10-K Annual Report for the year ended January 3, 1993.*
	10	(r)	Amendments to the Excess Benefit Plan of Johnson & Johnson and Affiliated Companies effective as of January 1, 2009 — Filed with this document.*
	10	(s)	Executive Life Insurance Plan — Incorporated herein by reference to Exhibit 10(i) of the Registrant’s Form 10-K Annual Report for the year ended January 3, 1993.*
	10	(t)	Stock Option Gain Deferral Plan — Incorporated herein by reference to Exhibit 10(m) of the Registrant’s Form 10-K Annual Report for the year ended January 2, 2000.*
	10	(u)	Estate Preservation Plan — Incorporated herein by reference to Exhibit 10(n) of the Registrant’s Form 10-K Annual Report for the year ended January 2, 2000.*
	10	(v)	Summary of compensation arrangements for Named Executive Officers and Directors — Filed with this document.*
	10	(w)	Severance Arrangement for Alex Gorsky — Filed with this document.*
	12		Statement of Computation of Ratio of Earnings to Fixed Charges — Filed with this document.
	13		— Pages 34 through 71 of the Company’s Annual Report to Shareholders for fiscal year 2008 (only those portions of the Annual Report incorporated by reference in this report are deemed “filed”) — Filed with this document.
	21		Subsidiaries — Filed with this document.
	23		Consent of Independent Registered Public Accounting Firm — Filed with this document.
	31	(a)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act — Filed with this document.
	31	(b)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act — Filed with this document.
	32	(a)	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act — Furnished with this document.
	32	(b)	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act — Furnished with this document.
	99		Cautionary Statement Pursuant to Private Securities Litigation Reform Act of 1995 — “Safe Harbor” for Forward-Looking Statements — Filed with this document.


*		Management contract or compensatory plan.

A copy of any of the Exhibits listed above will be provided without charge to any shareholder submitting a written request specifying the desired exhibit(s) to the Secretary at the principal executive offices of the Company.

Exhibit 10(j)

AMENDMENTS TO THE
CERTIFICATE OF EXTRA COMPENSATION PLAN

Effective as of January 1, 2009, the Certificate of Extra Compensation Plan (the “Plan”) shall be amended as follows:

1. Plan Name Change . The Plan shall be renamed the “Certificate of Long-Term Compensation Plan,” and all references in the Plan to “CEC” shall be changed to “CLC.”

2. Section 409A Amendments . The following new Article “SEVENTEENTH” shall be inserted at the end of the Plan:

“ SEVENTEENTH: Notwithstanding any other provision of the Plan to the contrary, the terms of this Article “SEVENTEENTH” shall apply to the payment of the Formula Value of the Employee’s 409A Shares. For purposes of this Plan, the term “409A Shares” shall mean CLC Shares that are awarded or vested after December 31, 2004 (the “409A Shares”). This Article “SEVENTEENTH” is intended to ensure that the terms of the Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder (“Section 409A”).

	(a)		Payment of 409A Shares . The Formula Value of an Employee’s 409A Shares shall be payable only upon the occurrence of a 409A Payment Event. Subject to the limitations applicable to Specified Employees set forth in this Article “SEVENTEENTH,” the Company shall pay the Formula Value of the Employee’s 409A Shares in a single lump sum within the 90-day period beginning on the date of the 409A Payment Event. The Employee shall have no influence on any determination as to the tax year in which the payment is made.

	(b)		409A Payment Event . For purposes of this Plan, the term “409A Payment Event” shall mean the date on which one of the following occurs with respect to an Employee (or a date related to the occurrence of one of the following):

	i)		Separation from Service (within the meaning of Treasury Regulations Section 1.409A-1(h) and other applicable rules under Section 409A);

	ii)		Death; or

	iii)		Disability (within the meaning of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations thereunder).

			With respect to an Employee who is placed on “long-term disability” as provided in Article “THIRD,” above, the Company shall determine whether a Separation from Service has occurred with respect to the Employee based on the facts and circumstances for purposes of establishing the time of payment for the Employee’s 409A Shares. The Company’s determination shall be made initially within 60 days of the date the Employee is placed on “long-term disability,” and each anniversary of such date thereafter.

	(c)		No Deferral of Payment . An Employee may not elect to defer receipt of any portion of the Formula Value of his/her 409A Shares or to receive such amounts in the form of installment payments. An Employee’s election to defer receipt of any portion of his/her CEC holdings or to be paid in installments pursuant to the provisions of Articles “FOURTH” and “SEVENTH,” above, shall be effective solely with respect to the portion of the Formula Value of the Employee’s CLC Shares that were awarded and vested before January 1, 2005 (the “Grandfathered Shares”).

	(d)		Limitations Applicable to Specified Employees . No portion of the Formula Value of a Specified Employee’s 409A Shares shall be paid before the expiration of the six-month period specified in Code Section 409A(a)(2)(B)(i) and the regulations thereunder. This delay shall not affect the payment of any portion of the Formula Value of a Specified Employee’s Grandfathered Shares. For purposes of this Plan, “Specified Employee” shall mean a “key employee” (within the meaning of Code Section 416(i) without regard to paragraph (5) thereof) who is one of the top 50 highest paid officers of the Company on the applicable determination date pursuant to procedures adopted by the Company. For purposes of identifying Specified Employees under this Article “SEVENTEENTH,” “compensation” shall be determined under the safe harbor definition set forth in Treasury Regulation Section 1.415(d)-2(d)(3) and shall exclude all compensation permitted under Treasury Regulation Section 1.415(c)-2(g)(ii).

	(e)		Payment Upon Termination of the Plan . Upon termination of the Plan pursuant to Article “SIXTEENTH” hereof with respect to all Employees and the termination of all other arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by an Employee, to pay the Formula Value of an Employee’s 409A Shares in a lump sum to the extent permitted under Section 409A and the regulations and guidance thereunder. All payments made under this Article “SEVENTEENTH” upon termination of the Plan shall be made no earlier than the thirteenth (13 ^th ) month and no later than the twenty-fourth (24 ^th ) month after the termination of the Plan. The Company may not accelerate payments pursuant to this Article “SEVENTEENTH” if the termination of the Plan is proximate to a downturn in the Company’s financial health. If the Company exercises its discretion to accelerate payments under this Article “SEVENTEENTH,” the Company shall not adopt any new arrangement that would have been aggregated with the Plan under Section 409A within three (3) years following the date of the Plan’s termination.

	(f)		Provisions Intended to Ensure Compliance with Code Section 409A . This Article “SEVENTEENTH” and any other provision of this Plan that applies to 409A Shares, including the rights of the Company or an Employee with respect to the 409A Shares, shall be limited to those terms permitted under Section 409A. Any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to comply with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.

			Notwithstanding any other provision to the contrary, effective as of October 3, 2004, the Company may, in its discretion, require or permit on an elective basis a change in the payment terms applicable to an Employee’s 409A Shares in accordance with, and to the fullest extent permitted by, applicable guidance under Section 409A, including, but not limited to, IRS Notice 2005-1, Proposed Treasury Regulations Section 1.409A, Preamble Section XI.C, and IRS Notice 2007-86, provided that such election (i) is made on or before December 31, 2008, (ii) applies only to amounts that would not otherwise be payable in the year of the election, and (iii) does not cause an amount to be paid in the year of the election that would not otherwise be payable in that year.

	(g)		Provisions Not Applicable to Grandfathered Shares . This Article “SEVENTEENTH” shall in no event apply to any portion of the Formula Value of an Employee’s Grandfathered Shares. No amendment or change to this Plan or any other change (including an exercise of discretion) with respect to the Grandfathered Shares made after October 3, 2004, shall be effective if such amendment or change would constitute a “material modification” within the meaning of Section 409A.”

CERTIFICATION OF SECTION 409A AMENDMENTS
TO CERTAIN DEFERRED COMPENSATION PLANS

WHEREAS, Johnson & Johnson (the “Company”) maintains the Certificate of Extra Compensation Plan, the Executive Income Deferral Plan, and the Deferred Fee Plan for Directors (collectively, the “Plans”);

WHEREAS, the Compensation & Benefits Committee of the Board of Directors of the Company (the “Committee”) has previously approved and authorized certain amendments to the Plans to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations and other guidance thereunder, (“Section 409A”), and to make other non-material changes; and

WHEREAS, the Committee has delegated to the Management Compensation Committee (“the MCC”) the authority (i) to take all actions necessary and proper to effectuate amendments to the Plans that have been approved and authorized by the Committee; and (ii) to approve and adopt any amendment(s) to the Plans that may be necessary to comply with changes to any legal or regulatory requirements that apply to the Plans.

NOW, THEREFORE, BE IT RESOLVED, that the MCC hereby certifies that each Plan shall be amended to incorporate the amendments attached hereto, effective as of January 1, 2009, unless otherwise specifically set forth therein; and

FURTHER RESOLVED, that the Vice President, Human Resources of the Company, upon consultation and approval of counsel, is hereby authorized to take any and all actions that she, in her discretion, determines (i) to be necessary or appropriate to incorporate the attached amendments into the applicable Plan, or (ii) to ensure that each Plan, as amended, is properly administered, including, but not limited to, (A) making all conforming changes to the Plan and/or restating the Plan in its entirety, (B) adopting any additional amendments to the Plan that may be necessary or proper to comply with Section 409A, and (C) adopting and/or amending administrative policies and procedures under the Plan.


DATED: December 16, 2008	MANAGEMENT COMPENSATION COMMITTEE OF JOHNSON & JOHNSON

	NAME:	/s/ W. C. Weldon
		W. C. WELDON
	TITLE:	(Chairman)

	NAME:	/s/ D. J. Caruso
		D. J. CARUSO
	TITLE:	(Member)

	NAME:	/s/ K. Foster-Cheek
		K. FOSTER-CHEEK
	TITLE:	(Member)

	NAME:	/s/ C. A. Poon
		C. A. POON
	TITLE:	(Member)

Exhibit 10(l)

AMENDMENTS TO THE
DEFERRED FEE PLAN FOR DIRECTORS

The Deferred Fee Plan for Directors (the “Plan”) shall be amended by inserting the following new Section at the end of the Plan, effective as of January 1, 2009, or as of the date otherwise specifically provided below:

“18. Section 409A Requirements . Notwithstanding any other provision of the Plan to the contrary, effective as of January 1, 2009, the terms of this Section 18 shall apply to the payment of a participant’s deferred compensation account under the Plan. This Section 18 is intended to ensure that the terms of the Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder (“Section 409A”).

	(a)		Payment of Accounts . Notwithstanding any other provision of the Plan to the contrary, effective as of January 1, 2009, the value of a participant’s deferred compensation account shall be payable solely in a single lump sum within the 90-day period beginning on the participant’s Completion Date or date of death, if earlier. The participant shall have no influence on any determination as to the tax year in which the payment is made.

	(b)		No Deferral of Payment . Effective as of January 1, 2009, a participant may not elect to defer receipt of any portion of his deferred compensation account or to receive such amounts in the form of installment payments. A participant’s election to defer receipt of any portion of his deferred compensation account or to be paid in installments pursuant to the provisions of Section 10, above, shall be null and void as of January 1, 2009.

	(c)		Provisions Intended to Ensure Compliance with Section 409A . This Section 18 and any other provision of this Plan that applies to deferrals, including the rights of the Company or a participant with respect to the deferrals, shall be limited to those terms permitted under Section 409A. Any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to comply with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.

	(d)		Payment Upon Termination of the Plan . Upon termination of the Plan pursuant to this Section 18 with respect to all participants and the termination of all other arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A, the Company shall have the right, in its sole discretion, to pay to each participant the value of his deferred compensation account in a lump sum to the extent permitted under Section 409A. All payments made under this Section 18 upon termination of the Plan shall be made no earlier than the thirteenth (13 ^th ) month and no later than the twenty-fourth (24 ^th ) month after the termination of the Plan. The Company may not accelerate payments pursuant to this Section 18 if the termination of the Plan is proximate to a downturn in the Company’s financial health. If the Company exercises its discretion to accelerate payments under this Section 18, the Company shall not adopt any new arrangement that would have been aggregated with the Plan under Section 409A within three (3) years following the date of the Plan’s termination.”

CERTIFICATION OF SECTION 409A AMENDMENTS
TO CERTAIN DEFERRED COMPENSATION PLANS


DATED: December 16, 2008	MANAGEMENT COMPENSATION COMMITTEE OF JOHNSON & JOHNSON

	NAME:	/s/ W. C. Weldon W. C. WELDON
	TITLE:	(Chairman)

	NAME:	/s/ D. J. Caruso D. J. CARUSO
	TITLE:	(Member)

	NAME:	/s/ K. Foster-Cheek K. FOSTER-CHEEK
	TITLE:	(Member)

	NAME:	/s/ C. A. Poon C. A. POON
	TITLE:	(Member)

Exhibit 10(n)

AMENDMENTS TO THE
EXECUTIVE INCOME DEFERRAL PLAN

The Executive Income Deferral Plan (the “Plan”) shall be amended by inserting the following two new Sections at the end of the Plan, effective as of January 1, 2009, or as of the date otherwise specifically provided below:

“13. Section 409A Requirements . Notwithstanding any other provision of the Plan to the contrary, effective as of January 1, 2009, the terms of this Section 13 shall apply to the deferral of income elected on or after January 1, 2005 (the “409A Deferrals”), and the payment of such amounts. This Section 13 is intended to ensure that the terms of the Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder (“Section 409A”).

	(a)		Creation of 409A Accounts . Effective as of January 1, 2005, each participant’s Income Deferral Account shall be divided into two separate accounts as follows: (i) a “409A Account,” which shall consist of all 409A Deferrals and the earnings thereon; and (ii) a “Grandfathered Account,” which shall consist of all Deferred Awards credited to a participant’s Income Deferral Account before January 1, 2005 (the “Grandfathered Deferrals”). Except as specifically provided in this Section 13, all references in this Plan to Income Deferral Accounts shall include the 409A Account and the Grandfathered Account, and all references to Deferred Awards shall include the 409A Deferrals and the Grandfathered Deferrals.

	(b)		Election of 409 Deferrals : No participant may elect to defer any portion of any dividend equivalents that are payable under the Company’s CEC Plan on or after January 1, 2009. Effective as of January 1, 2005, each participant may elect (i) to defer any non-performance-based compensation, incentive payment, or dividend equivalent monies for services performed during a taxable year, provided such election is made on or before the end of the taxable year preceding the year in which services are rendered; and (ii) to defer any performance based compensation (as defined in Treasury Regulations Section 1.409A-1(e)) on or before the date that is six months before the end of the performance period, provided that in no event may such election be made after such compensation has become readily ascertainable. The Company shall establish procedures applicable to the form and timing of such deferral elections in accordance with the provisions of this Section 13(b).

	(c)		Payment of 409A Accounts . The value of a participant’s 409A Account shall be payable only upon the occurrence of a 409A Payment Event. The Company shall pay the value of a participant’s 409A Account in a single lump sum as soon as practicable after the later of (i) the expiration of the six-month period specified in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations thereunder, and (ii) January 15 of the year immediately following the year of the 409A Payment Event. The participant shall have no influence on any determination as to the tax year in which the payment is made.

(d)

409A Payment Event . For purposes of this Plan, the term “409A Payment Event” shall mean the date on which one of the following occurs with respect to a participant (or a date related to the occurrence of one of the following):

	i)		Separation from Service (within the meaning of Treasury Regulations Section 1.409A-1(h) and other applicable rules under Section 409A);

	ii)		Death; or

	iii)		Disability (within the meaning of Code Section 409A(a)(2)(C) and the regulations thereunder).

			With respect to a participant who is placed on “long-term disability,” the Company shall determine whether a Separation from Service has occurred with respect to the participant based on the facts and circumstances for purposes of establishing the time of payment for the participant’s 409A Account. The Company’s determination shall be made initially within 60 days of the date the participant is placed on “long-term disability,” and each anniversary of such date thereafter.

	(e)		No Deferral of Payment . A participant may not elect to defer receipt of any portion of his 409A Account or to receive such amounts in the form of installment payments. A participant’s election to defer receipt of any portion of his Income Deferral Account or to be paid in installments pursuant to the provisions of Section 7, above, shall be effective solely with respect to the participant’s Grandfathered Account and shall in no event apply to his 409A Account.

	(f)		Provisions Intended to Ensure Compliance with Section 409A . This Section 13 and any other provision of this Plan that applies to 409A Deferrals and 409A Accounts, including the rights of the Company or a participant with respect to the 409A Deferrals and 409A Accounts, shall be limited to those terms permitted under Section 409A. Any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to comply with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.

			Notwithstanding any other provision to the contrary, effective as of October 3, 2004, the Company may, in its discretion, require or permit on an elective basis a change in the payment terms applicable to a participant’s 409A Account in accordance with, and to the fullest extent permitted by, applicable guidance under Section 409A, including, but not limited to, IRS Notice 2005-1, Proposed Treasury Regulations Section 1.409A, Preamble Section XI.C, and IRS Notice 2007-86, provided that such election (i) is made on or before December 31, 2008, (ii) applies only to amounts that would not otherwise be payable in the year of the election, and (iii) does not cause an amount to be paid in the year of the election that would not otherwise be payable in that year.

(g)

Provisions Not Applicable to Grandfathered Deferrals and Grandfathered Accounts . This Section 13 shall in no event apply to any portion of a participant’s Grandfather Deferrals or Grandfathered Account. No amendment or change to this Plan or any other change (including an exercise of discretion) with respect to the Grandfathered Deferrals or Grandfathered Accounts made after October 3, 2004, shall be effective if such amendment or change would constitute a “material modification” within the meaning of Section 409A.

14. Payment Upon Termination of the Plan . The Company may terminate the Plan at any time. However, such amendment shall not without the consent of a participant, materially adversely affect any right or obligation with respect to any Deferred Award made theretofore. Upon termination of the Plan pursuant to this Section 14 with respect to all participants and the termination of all other arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by a participant, to pay to each participant the value of his Income Deferral Account in a lump sum to the extent permitted under Section 409A. All payments made under this Section 14 upon termination of the Plan shall be made no earlier than the thirteenth (13 ^th ) month and no later than the twenty-fourth (24 ^th ) month after the termination of the Plan. The Company may not accelerate payments pursuant to this Section 14 if the termination of the Plan is proximate to a downturn in the Company’s financial health. If the Company exercises its discretion to accelerate payments under this Section 14, the Company shall not adopt any new arrangement that would have been aggregated with the Plan under Section 409A within three (3) years following the date of the Plan’s termination.”

CERTIFICATION OF SECTION 409A AMENDMENTS
TO CERTAIN DEFERRED COMPENSATION PLANS


DATED: December 16, 2008	MANAGEMENT COMPENSATION COMMITTEE OF JOHNSON & JOHNSON

	NAME:	/s/ W. C. Weldon W. C. WELDON
	TITLE:	(Chairman)

	NAME:	/s/ D. J. Caruso D. J. CARUSO
	TITLE:	(Member)

	NAME:	/s/ K. Foster-Cheek K. FOSTER-CHEEK
	TITLE:	(Member)

	NAME:	/s/ C. A. Poon C. A. POON
	TITLE:	(Member)

Exhibit 10(p)

AMENDMENTS TO THE
JOHNSON & JOHNSON EXCESS SAVINGS PLAN

Effective as of January 1, 2009, or the date otherwise specifically provided below, the Johnson & Johnson Excess Savings Plan (the “Plan”) shall be amended to insert the following new 409A Addendum at the end of the Plan:

“ 409A Addendum

	1.		Section 409A Requirements . Notwithstanding any other provision of the Plan to the contrary, effective as of January 1, 2009, the terms of this 409A Addendum shall apply to the payment of a participant’s Excess Savings Account. This 409A Addendum is intended to ensure that the terms of the Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder (“Section 409A”). The provisions of this 409A Addendum and any other section of the Plan that applies to the payment of benefits on or after January 1, 2009, shall be limited to those terms permitted under Section 409A. Any terms of the Plan that are not permitted under Section 409A shall be automatically modified and limited to the extent necessary to comply with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.

	2.		409A Payment Event . No payment shall be made to, or in respect of, any participant under this Plan prior to the occurrence of a 409A Payment Event. For purposes of this Plan, the term “409A Payment Event” shall mean the date on which one of the following occurs with respect to a participant (or a date related to the occurrence of one of the following):

	a.		Separation from Service (within the meaning of Treasury Regulations Section 1.409A-1(h) and other applicable rules under Section 409A);

	b.		Death;

	c.		Disability (within the meaning of Code Section 409A(a)(2)(C) and the regulations thereunder);

With respect to a participant who retires from an Approved Absence from “long-term disability” as defined in the Company’s long-term disability income plan, the Company shall determine whether a Separation from Service has occurred with respect to the participant based on the facts and circumstances for purposes of establishing the time of payment for the participant’s benefits under the Plan. The Company’s determination shall be made initially within 60 days of the date the participant is placed on “long-term disability,” and each anniversary of such date thereafter.

	3.		Payment of Excess Savings Accounts – General . Upon the occurrence of a 409A Payment Event, the value of a participant’s Excess Savings Account shall be paid in a single lump sum within the 90-day period beginning on the date of the 409A Payment Event. In no event shall a participant have any influence on any determination as to the tax year in which a payment is made under this Section 3.

	4.		Payment of Excess Savings Account – Grandfathered Payment Election . Notwithstanding any other provision of the Plan to the contrary, if a participant has an Effective Grandfathered Payment Election in place and his 409A Payment Event occurs after the participant attains age 55, the value of a participant’s Excess Savings Account shall be paid in the form and at the time so elected by the participant. For purposes of this Plan, an “Effective Grandfathered Payment Election” is an election by a participant to defer receipt of his Excess Savings Account and/or to receive payment of his Excess Savings Account in the form of installment payments that (i) was submitted on or before December 15, 2008; (ii) was made in accordance with the Plan’s rules and procedures in place at the time of such election, including but not limited to, the form and timing of such election; and (iii) was made at least 12 months before the participant’s 409A Payment Event. The payment commencement date of a participant’s Excess Savings Account under this Section 4 shall be within the 90-day period beginning on the date of the first scheduled payment pursuant to the participant’s Effective Grandfathered Payment Election. In no event shall a participant have any influence on any determination as to the tax year in which a payment is made under this Section 4. The Company shall have the sole and discretionary authority to determine whether a participant has made an Effective Grandfathered Payment Election, including the effective date of such election. A participant’s Effective Grandfathered Payment Election shall be irrevocable as of December 15, 2008, and shall apply to the total value of a participant’s Excess Savings Account.

Death of Participant Before Commencement of Benefits . If a participant dies before his Excess Savings Account is paid, the value of the participant’s Excess Savings Account shall be paid to the participant’s beneficiary as soon practicable within the 90-day period beginning on the date of the participant’s death.

The delayed payment rules applicable to Specified Employees shall not apply to payments made on account of a participant’s death.

	6.		No Deferral of Payment . Except as provided in Section 4 of this 409A Addendum with respect to a participant’s Effective Grandfathered Payment Election, a participant may not elect to defer receipt of any portion of his benefit under the Plan.

	7.		Delayed Payment Rules for Specified Employees . Notwithstanding anything herein to the contrary, no portion of a Specified Employee’s Excess Savings Account that was earned or vested after December 31, 2004, and the earnings thereon (the “409A Amount”) shall be payable before the expiration of the six-month period specified in Code Section 409A(a)(2)(B)(i) and the regulations thereunder. For purposes of this Plan, “Specified Employee” shall mean a “key employee” (within the meaning of Code Section 416(i) without regard to paragraph (5) thereof) who is one of the top 50 highest paid officers of the Company on the applicable determination date pursuant to procedures adopted by the Company. For purposes of identifying Specified Employees under this 409A Addendum, “compensation” shall be determined under the safe harbor definition set forth in Treasury Regulation Section 1.415(d)-2(d)(3) and shall exclude all compensation permitted under Treasury Regulation Section 1.415(c)-2(g)(ii). Any amount that would have been paid to a Specified Employee but for the six-month delay imposed by this Section 7 of the 409A Addendum shall be paid in a single lump sum to the participant during the seventh month after the participant’s 409A Payment Event.

	8.		Designated Payment Date . A payment shall be treated as being made on the designated payment date if it is actually made on the designated payment date or on a later date that is either in the same calendar year as the designated payment date or, if later, by the 15th day of the third calendar month following the designated payment date. In addition, a payment shall be treated as made on the designated payment date if it is made no more than 30 days before the designated payment date. Notwithstanding the foregoing, a participant shall in no way be permitted, either directly or indirectly, to designate the taxable year of a payment under this Plan.

Payment Upon Plan Termination . The Company may terminate the Plan at any time. Upon termination of the Plan with respect to all participants and the termination of all other arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by a participant, to pay to each participant the value of his 409A Amount in a lump sum to the extent permitted under Section 409A. All payments made under this Section 9 of the 409A Addendum upon termination of the Plan shall be made no earlier than the 13 ^th month and no later than the 24 ^th month after the termination of the Plan. The Company may not accelerate payments pursuant to this Section 9 of the 409A Addendum if the termination of the Plan is proximate to a downturn in the Company’s financial health. If the Company exercises its discretion to accelerate payments under this Section 9 of the 409A Addendum, the Company shall not adopt any new arrangement that would have been aggregated with the Plan under Section 409A within three years following the date of the Plan’s termination.”

CERTIFICATION OF SECTION 409A AMENDMENTS
TO CERTAIN EMPLOYEE BENEFIT PLANS

Effective as of January 1, 2009, or as of such other date otherwise specified therein, the Severance Pay Plan of Johnson & Johnson and Affiliated Companies, the Excess Benefit Plan of Johnson & Johnson and Affiliated Companies, and the Johnson & Johnson Excess Savings Plan (the “Benefit Plans”) shall each be amended to incorporate the applicable amendments attached hereto.


DATED: December 23, 2008		PENSION COMMITTEE
		OF JOHNSON & JOHNSON

	NAME:	/s/ K. Foster-Cheek
		K. FOSTER-CHEEK
	TITLE:	(Chair)

	NAME:	/s/ D. J. Caruso

		D. J. CARUSO
	TITLE:	(Member)

	NAME:	/s/ E. Dlugacz

		E. DLUGACZ
	TITLE:	(Member)

	NAME:	/s/ J. A. Papa

		J. A. PAPA
	TITLE:	(Member)

Exhibit 10(r)

AMENDMENTS TO THE
EXCESS BENEFIT PLAN OF JOHNSON & JOHNSON AND AFFILIATED COMPANIES

Effective as of January 1, 2009, or the date otherwise specifically provided below, the Excess Benefit Plan of Johnson & Johnson and Affiliated Companies (the “Plan”) shall be amended to insert the following new 409A Addendum at the end of the Plan:

“ 409A Addendum

	1.		Section 409A Requirements . Notwithstanding any other provision of the Plan to the contrary, effective as of January 1, 2009, the terms of this 409A Addendum shall apply to the payment of a participant’s 409A Benefit. This 409A Addendum is intended to ensure that the terms of the Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder (“Section 409A”). The provisions of this 409A Addendum and any other section of the Plan that applies to the payment of benefits on or after January 1, 2009, shall be limited to those terms permitted under Section 409A. Any terms of the Plan that are not permitted under Section 409A shall be automatically modified and limited to the extent necessary to comply with Section 409A, but only to the extent such modification or limitation is permitted under Section 409A.

	2.		409A Benefit . Effective as of January 1, 2009, each participant’s Excess Pension Benefit shall be split into the participant’s 409A Benefit and the participant’s Grandfathered Benefit, as follows:

	a.		409A Benefit. A participant’s “409A Benefit” shall be equal to the participant’s total accrued benefit under the Plan less the participant’s Grandfathered Benefit.

	b.		Grandfathered Benefit . A participant’s “Grandfathered Benefit” shall be the portion of the participant’s benefit that was accrued, earned, and vested as of December 31, 2004, determined under the rules in effect as of that date.

409A Payment Event . No payment shall be made to, or in respect of, a participant’s 409A Benefit under this Plan prior to the occurrence of a 409A Payment Event. For purposes of this Plan, the term “409A Payment Event” shall mean the date on which one of the following occurs with respect to a participant (or a date related to the occurrence of one of the following):

	a.		Separation from Service (within the meaning of Treasury Regulations Section 1.409A-1(h) and other applicable rules under Section 409A);

	b.		Death;

	c.		Disability (within the meaning of Code Section 409A(a)(2)(C) and the regulations thereunder);

	4.		Payment of 409A Benefit . Upon the occurrence of a 409A Payment Event, a participant’s 409A Benefit shall be paid on the participant’s Pension Commencement Date. For purposes of this Plan, a participant’s “Pension Commencement Date” shall be the first day of the month on or after the participant’s (i) 55 ^th birthday or (ii) 409A Payment Event, whichever is later. The time and form of payment of a participant’s Grandfathered Benefit shall be governed by the terms of the Plan in effect as of October 3, 2004.

	5.		Form of Payment of 409A Benefit . Unless otherwise elected by a participant pursuant to applicable rules and procedures under the Plan, a participant’s 409A Benefit shall be payable in the form of a single life annuity if the participant is single when the payment commences, or in the form of a joint and 50% surviving spouse annuity if the participant is married when the distribution commences. A participant may elect in writing, in such manner, at such times, and pursuant to any rules and procedures as the Company may adopt, to receive his 409A Benefit in any form of payment that is available under the Consolidated Retirement Plan of Johnson & Johnson (the “Qualified Plan”), other than the Level Income Options, provided that such election satisfies each of the following conditions:

	a.		The change in the form of payment complies with Section 409A and Treasury Regulations Section 1.409A-2(b)(2)(ii);

	b.		Payment of the participant’s 409A Benefit has not commenced as of the date of the election;

	c.		The actuarially equivalent life annuity form elected by the participant has the same scheduled Payment Commencement Date as the annuity that would otherwise have been paid absent such election; and

	d.		The annuities are determined by the Company to be actuarially equivalent applying reasonable actuarial assumptions and methods.

Notwithstanding the foregoing, if the lump sum value of a participant’s total accrued benefit under the Plan is less than $5,000, the participant’s total benefit under the Plan shall be paid to the participant or the participant’s beneficiary, in the event of the participant’s death, in a single lump sum as soon as practicable within the 90-day period commencing on the participant’s 409A Payment Event. In addition, if a participant is eligible to receive any portion of his 409A Benefit in the form of a lump sum payment, that portion of his 409A Benefit shall be paid to him in the form of a lump sum on the participant’s Pension Commencement Date, and the remaining portion of his 409A Benefit shall be paid in the applicable annuity form in accordance with this Section 5.

	6.		Death of Participant Before Commencement of Benefits . If a participant dies before his Pension Commencement Date, his 409A Benefit shall be paid to the participant’s beneficiary commencing as of the first day of the month on or after (i) the participant’s 55th birthday or (ii) the participant’s date of death, whichever is later. The delayed payment rules applicable to Specified Employees shall not apply to payments made on account of a participant’s death.

	7.		No Deferral of Payment . A participant may not elect to defer receipt of any portion of his benefit under the Plan.

Delayed Payment Rules for Specified Employees . Notwithstanding anything herein to the contrary, no portion of a Specified Employee’s 409A Benefit shall be payable before the expiration of the six-month period specified in Code Section 409A(a)(2)(B)(i) and the regulations thereunder. For purposes of this Plan, “Specified Employee” shall mean a “key employee” (within the meaning of Code Section 416(i) without regard to paragraph (5) thereof) who is one of the top 50 highest paid officers of the Company on the applicable determination date pursuant to procedures adopted by the Company. For purposes of identifying Specified Employees under this 409A Addendum, “compensation” shall be determined under the safe harbor definition set forth in Treasury Regulation Section 1.415(d)-2(d)(3) and shall exclude all compensation permitted under Treasury Regulation Section 1.415(c)-2(g)(ii). Any amount that would have been paid to a Specified Employee but for the six-month delay imposed by this Section 8 of the 409A Addendum shall be paid in a single lump sum to the participant during the seventh month after the participant’s 409A Payment Event.

This Section 8 of the 409A Addendum shall in no event apply to a participant’s Grandfathered Benefit.

	9.		Designated Payment Date . A payment shall be treated as being made on the designated payment date if it is actually made on the designated payment date or on a later date that is either in the same calendar year as the designated payment date or, if later, by the 15th day of the third calendar month following the designated payment date. In addition, a payment shall be treated as made on the designated payment date if it is made no more than 30 days before the designated payment date. Notwithstanding the foregoing, a participant shall in no way be permitted, either directly or indirectly, to designate the taxable year of a payment under this Plan.

	10.		Payment Upon Plan Termination . The Company may terminate the Plan at any time. Upon termination of the Plan with respect to all participants and the termination of all other arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by a participant, to pay to each participant the actuarially equivalent value of his Excess Pension Benefit determined as of the Plan termination date in a lump sum, to the extent permitted under Section 409A. All payments made under this Section 10 of the 409A Addendum upon termination of the Plan shall be made no earlier than the 13 ^th month and no later than the 24 ^th month after the termination of the Plan. The Company may not accelerate payments pursuant to this Section 10 of the 409A Addendum if the termination of the Plan is proximate to a downturn in the Company’s financial health. If the Company exercises its discretion to accelerate payments under this Section 10 of the 409A Addendum, the Company shall not adopt any new arrangement that would have been aggregated with the Plan under Section 409A within three years following the date of the Plan’s termination.

	11.		Special Transition Election . Notwithstanding any other provision to the contrary, effective as of October 3, 2004, the Company may, in its discretion, require or permit on an elective basis a change in the payment terms applicable to a participant’s 409A Benefit in accordance with, and to the fullest extent permitted by, applicable guidance under Section 409A, including, but not limited to, IRS Notice 2005-1, Proposed Treasury Regulations Section 1.409A, Preamble Section XI.C, and IRS Notice 2007-86, provided that such election (i) is made on or before December 31, 2008, (ii) applies only to amounts that would not otherwise be payable in the year of the election, and (iii) does not cause an amount to be paid in the year of the election that would not otherwise be payable in that year. In particular, with respect to a participant who is eligible to receive a portion of his 409A Benefit in the form of a lump sum payment, the Company may, in its discretion, permit such participant to make an irrevocable election on or before December 31, 2008, to receive such portion in a lump sum payment as of his Pension Commencement Date. Any payment election made by a participant to receive his benefit in a lump sum payment under this Section 11 of the 409A Addendum shall be irrevocable as of the date submitted in accordance with the procedures established by the Company.

12.

Provisions Not Applicable to Grandfathered Benefits . Unless otherwise specifically provided for herein, this 409A Addendum shall in no event apply to any portion of a participant’s Grandfathered Benefit. No amendment or change to this Plan or any other change (including an exercise of discretion) with respect to a participant’s Grandfathered Benefit made after October 3, 2004, shall be effective if such amendment or change would constitute a “material modification” within the meaning of Section 409A.

CERTIFICATION OF SECTION 409A AMENDMENTS
TO CERTAIN EMPLOYEE BENEFIT PLANS


DATED: December 23, 2008		PENSION COMMITTEE
		OF JOHNSON & JOHNSON

	NAME:	/s/ K. Foster-Cheek
		K. FOSTER-CHEEK
	TITLE:	(Chair)

	NAME:	/s/ D. J. Caruso

		D. J. CARUSO
	TITLE:	(Member)

	NAME:	/s/ E. Dlugacz

		E. DLUGACZ
	TITLE:	(Member)

	NAME:	/s/ J. A. Papa

		J. A. PAPA
	TITLE:	(Member)

EXHIBIT 10(v)

Summary of Compensation Arrangements for
Named Executive Officers and Directors

Compensation Arrangements for Named Executive Officers

Following is a description of the compensation arrangements that have been approved by the Compensation & Benefits Committee of the Board of Directors of Johnson & Johnson (the “Compensation Committee”) on February 9, 2009 for the Company’s Chief Executive Officer, Chief Financial Officer and the other three most highly compensated executive officers in 2008 (the “Named Executive Officers”).

Annual Base Salary:

The Compensation Committee has approved the following base salaries, effective February 23, 2009, for the Named Executive Officers:


William C. Weldon	$	1,802,500
Chairman/CEO
Dominic J. Caruso	$	727,600
Vice President, Finance; CFO
Christine A. Poon		—*
Vice Chairman, Worldwide Chairman, Pharmaceuticals Group
Russell C. Deyo	$	835,600
Vice President, General Counsel
Colleen Goggins	$	800,100
Worldwide Chairman, Consumer Group


*		Will retire in March 2009

While the Compensation Committee had recommended a merit increase in Mr. Weldon’s base salary for 2009 based on his strong performance in 2008, Mr. Weldon recommended to the Compensation Committee that his salary for 2009 stay the same as it was for 2008, in recognition of the current global economic environment. The Compensation Committee accepted and approved Mr. Weldon’s recommendation.

Performance Bonus:

The Compensation Committee has approved the following bonus performance payments for performance in 2008 (paid in the form of 85% cash and 15% Company Common Stock as determined by the Compensation Committee):


Mr. Weldon	$	3,700,000
Mr. Caruso	$	900,000
Ms. Poon	$	1,500,000
Mr. Deyo	$	1,000,000
Ms. Goggins	$	1,050,000

Stock Option and Restricted Share Unit Grants:

The Compensation Committee has approved the following stock option and Restricted Share Unit (“RSU”) grants under the Company’s 2005 Long-Term Incentive Plan (the “LTI Plan”). The stock options were granted at an exercise price of $58.33, at the “fair market value” (calculated as the average of the high and low prices of the Company’s Common Stock on the New York Stock Exchange) on February 9, 2009. The options will become exercisable on February 10, 2012 and expire on February 8, 2019. The RSUs will vest on February 9, 2012, upon which, the holder, if still employed by the Company on such date, will receive one share of the Company’s Common Stock for each RSU.

Mr. Weldon

627,464 stock options

52,289

RSUs

Mr. Caruso

110,578 stock options

9,215

RSUs

Mr. Deyo

138,865 stock options

11,572

RSUs

Ms. Goggins

144,008 stock options

12,001

RSUs

Non-Equity Incentive Plan Awards:

The Compensation Committee has approved the following non-equity incentive plan awards in recognition of performance during 2008 under the Company’s Certificate of Long-Term Compensation (“CLC”) program (formerly known as the Certificate of Extra Compensation program). Awards are not paid out until retirement or other termination of employment. As of the end of fiscal year 2008, the CLC value per unit was $32.47. The CLC unit value will vary over time based on the performance of the Company. Awards of CLC units are not granted to every executive officer for every year.


Mr. Weldon	125,000	CLC units
Mr. Caruso	40,000	CLC units
Mr. Deyo	22,000	CLC units
Ms. Goggins	70,000	CLC units

Equity Compensation for Non-Employee Directors

Each Non-Employee Director receives non-retainer equity compensation in the first quarter of each year under the LTI Plan in the form of shares of restricted Common Stock having a fair market value of $100,000 on the grant date. Accordingly, each Non-Employee Director was granted 1,714 shares of restricted Common Stock under the LTI Plan on February 9, 2009 for service on the Board in 2008. The restricted shares will become freely transferable on February 9, 2012.

Exhibit 10(w)

KAYE FOSTER – CHEEK
Executive Committee Member
Vice President, Human Resources

Johnson & Johnson

One Johnson & Johnson Plaza
New Brunswick, NJ 08550

February 19, 2009

Mr. Alex Gorsky
Worldwide Chairman, Surgical Care Group
Executive Committee Member
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933

Dear Alex:

The forgoing shall reconfirm the mutual understanding between you and Johnson & Johnson (the “Company”) regarding the terms of your severance arrangement, originally agreed to in your offer letter dated January 9, 2008.

If the Company terminates your employment, other than for cause, within two years from February 11, 2008, the date you rejoined the Company, you shall be offered, in return for your execution of a general release, a severance payment in an amount determined in accordance with the Johnson & Johnson Severance Pay Plan, which severance payment shall be, however, in a minimum amount equal to one year of base salary. In addition, the Company will make a payment to you, upon execution of a general release, equal to one year of base salary in the event that you resign upon the Company’s requirement that you relocate your employment outside the New Jersey-Eastern Pennsylvania area within two years of February 11, 2008 without your consent. Any payment pursuant to this letter agreement shall not be subject to mitigation or right of set-off, but shall be subject to appropriate taxes and withholdings.

Upon your acceptance of this letter agreement, the foregoing will replace and supercede all previous agreements, either written or oral, regarding the terms of your severance arrangement. Please signify your acceptance of the terms of this letter agreement by signing one copy of this letter agreement and returning it to me. If you have any questions concerning this letter agreement, please feel free to give me a call.


	Sincerely, /s/ Kaye Foster-Cheek KAYE FOSTER-CHEEK Executive Committee Member Vice President, Human Resources


cc:		M. Ullmann
		L. Uthgenannt
		D. Ng

Alex Gorsky
February 19, 2009
Page 2 of 2

Agreed & Accepted:



/s/ Alex Gorsky		February 19, 2009

Signature		Date

EXHIBIT 12

JOHNSON & JOHNSON AND SUBSIDIARIES

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ⁽¹⁾

(Dollars in Millions)


	Fiscal Year Ended
	December 28,		December 30,		December 31,		January 1,		January 2,
	2008		2007		2006		2006		2005

Determination of Earnings:
Earnings Before Provision for Taxes on Income	$	16,929	$	13,283	$	14,587	$	13,116	$	12,331
Fixed Charges		538		397		158		137		272

Total Earnings as Defined	$	17,467	$	13,680	$	14,745	$	13,253	$	12,603

Fixed Charges and Other:
Rents		103		101		95		83		85
Interest Expense Before Capitalization of Interest		583		426		181		165		323

Total Fixed Charges	$	686	$	527	$	276	$	248	$	408

Ratio of Earnings to Fixed Charges		25.46		25.96		53.42		53.44		30.89


⁽¹⁾	The ratio of earnings to fixed charges is computed by dividing the sum of earnings before provision for taxes on income and fixed charges by fixed charges. Fixed charges represent interest expense (before interest is capitalized), amortization of debt discount and an appropriate interest factor on operating leases.

Exhibit 13

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS


	34			Organization and Business Segments
	34			Results of Operations
	35			Analysis of Sales by Business Segments
	37			Analysis of Consolidated Earnings Before Provision for Taxes on Income
	40			Liquidity and Capital Resources
	41			Other Information
	43			Cautionary Factors That May Affect Future Results

AUDITED CONSOLIDATED FINANCIAL STATEMENTS


	44			Consolidated Balance Sheets
	45			Consolidated Statements of Earnings
	46			Consolidated Statements of Equity
	47			Consolidated Statements of Cash Flows
	48			Notes to Consolidated Financial Statements
	69			Report of Independent Registered Public Accounting Firm
	69			Management’s Report on Internal Control over
				Financial Reporting
	70			Summary of Operations and Statistical Data 1998-2008
	71			Shareholder Return Performance Graphs


JOHNSON & JOHNSON 2008 ANNUAL REPORT			33

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Organization and Business Segments

DESCRIPTION OF THE COMPANY AND BUSINESS SEGMENTS

Johnson & Johnson and its subsidiaries (the “Company”) have approximately 118,700 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the health care field. The Company conducts business in virtually all countries of the world with the primary focus on products related to human health and well-being.

The Company is organized into three business segments: Consumer, Pharmaceutical and Medical Devices and Diagnostics. The Consumer segment includes a broad range of products used in the baby care, skin care, oral care, wound care and women’s health care fields, as well as nutritional and over-the-counter pharmaceutical products. These products are marketed to the general public and sold both to distributors and directly to independent and chain retail outlets throughout the world. The Pharmaceutical segment includes products in the following therapeutic areas: anti-infective, antipsychotic, cardiovascular, contraceptive, dermatology, gastrointestinal, hematology, immunology, neurology, oncology, pain management, urology and virology. These products are distributed directly to retailers, wholesalers and health care professionals for prescription use. The Medical Devices and Diagnostics segment includes a broad range of products used principally in the professional fields by physicians, nurses, therapists, hospitals, diagnostic laboratories and clinics. These products include Cordis’ circulatory disease management products; DePuy’s orthopaedic joint reconstruction, spinal care and sports medicine products; Ethicon’s surgical care and women’s health products; Ethicon Endo-Surgery’s minimally invasive surgical products; LifeScan’s blood glucose monitoring and insulin delivery products; Ortho-Clinical Diagnostics’ professional diagnostic products and Vistakon’s disposable contact lenses.

The Company’s structure is based upon the principle of decentralized management. The Executive Committee of Johnson & Johnson is the principal management group responsible for the operations and allocation of the resources of the Company. This Committee oversees and coordinates the activities of the Consumer, Pharmaceutical and Medical Devices and Diagnostics business segments.

In all of its product lines, the Company competes with companies both local and global, located throughout the world. Competition exists in all product lines without regard to the number and size of the competing companies involved. Competition in research, involving the development and the improvement of new and existing products and processes, is particularly significant. The development of new and innovative products is important to the Company’s success in all areas of its business. This also includes protecting the Company’s portfolio of intellectual property. The competitive environment requires substantial investments in continuing research and in sales forces. In addition, the development and maintenance of customer demand for the Company’s consumer products involves significant expenditures for advertising and promotion.

MANAGEMENT’S OBJECTIVES

A primary objective of the Company is to achieve superior levels of capital efficient profitable growth. To accomplish this, the Company’s management operates the business consistent with certain strategic principles that have proven successful over time. To this end, the Company participates in growth areas in human health care and is committed to attaining leadership positions in these growth areas through the development of innovative products and services. New products introduced within the past five years accounted for approximately 30% of 2008 sales. In 2008, $7.6 billion, or 11.9% of sales, was invested in research and development, consistent with 2007. This investment reflects management’s commitment to the importance of ongoing development of new and differentiated products and services to sustain long-term growth.

With more than 250 operating companies located in 57 countries, the Company views its principle of decentralized management as an asset and fundamental to the success of a broadly based business. It also fosters an entrepreneurial spirit, combining the extensive resources of a large organization with the ability to react quickly to local market changes and challenges.

The Company is committed to developing global business leaders who can drive growth objectives. Businesses are managed for the long-term in order to sustain leadership positions and achieve growth that provides an enduring source of value to our shareholders.

Unifying the management team and the Company’s dedicated employees in achieving these objectives is Our Credo. Our Credo provides a common set of values and serves as a constant reminder of the Company’s responsibilities to its customers, employees, communities and shareholders. The Company believes that these basic principles, along with its overall mission of improving the quality of life for people everywhere, will enable Johnson & Johnson to continue to be among the leaders in the health care industry.

Results of Operations

ANALYSIS OF CONSOLIDATED SALES

In 2008, worldwide sales increased 4.3% to $63.7 billion, compared to increases of 14.6% in 2007 and 5.6% in 2006. These sales increases consisted of the following:


Sales increase due to:	2008	2007	2006
Volume	1.1%	10.1	3.8
Price	0.8	1.4	1.5
Currency	2.4	3.1	0.3

Total	4.3%	14.6	5.6

Sales by U.S. companies were $32.3 billion in 2008, $32.4 billion in 2007 and $29.8 billion in 2006. This represents a decrease of 0.4% in 2008 and increases of 9.0% and 4.9% in 2007 and 2006, respectively. Sales by international companies were $31.4 billion in 2008, $28.7 billion in 2007 and $23.5 billion in 2006. This represents an increase of 9.7% in 2008, 21.7% in 2007 and 6.4% in 2006.


34	JOHNSON & JOHNSON 2008 ANNUAL REPORT

The five-year compound annual growth rates for worldwide, U.S. and international sales were 8.8%, 5.0% and 13.6%, respectively. The ten-year compound annual growth rates for worldwide, U.S. and international sales were 10.3%, 9.6% and 11.2%, respectively.

All international geographic regions experienced sales growth during 2008, consisting of 7.3% in Europe, 10.5% in the Western Hemisphere (excluding the U.S.) and 13.9% in the Asia-Pacific, Africa regions. These sales increases include the impact of currency fluctuations between the U.S. dollar and foreign currencies, which had positive impacts of 5.5% in Europe, 2.8% in the Western Hemisphere (excluding the U.S.) and 5.5% in the Asia-Pacific, Africa region.

In 2008, 2007 and 2006, the Company did not have a customer that represented 10% or more of total consolidated revenues.

Analysis of Sales by Business Segments

CONSUMER SEGMENT

Consumer segment sales in 2008 were $16.0 billion, an increase of 10.8% over 2007 with 8.3% of this change due to operational growth and the remaining 2.5% due to positive currency fluctuations. U.S. Consumer segment sales were $6.9 billion, an increase of 8.3%. International sales were $9.1 billion, an increase of 12.8%, with 8.3% as a result of operations and 4.5% due to currency fluctuations over 2007.

The Over-the-Counter (OTC) Pharmaceuticals and Nutritionals franchise sales were $5.9 billion, an increase of 14.6% from 2007. The primary contributor to the growth was the successful launch of over-the-counter ZYRTEC ^® allergy product line in the U.S. In 2008, the Company announced a voluntary labeling change on children’s cough and cold medicines regarding usage for children under the age of 4 years, to encourage the safe, effective use of these products. These actions did not have a significant impact on sales for the OTC Pharmaceuticals and Nutritionals franchise.

The Skin Care franchise sales grew by 10.8% to $3.4 billion in 2008. The sales growth was primarily due to the AVEENO ^® , CLEAN & CLEAR ^® , NEUTROGENA ^® and JOHNSON’S ^® Adult product lines, as well as new products related to the acquisition of Beijing Dabao Cosmetics Co. Ltd. The Baby Care franchise sales grew by 11.7% to $2.2 billion in 2008. This growth was primarily in international markets across all product lines. The Women’s Health franchise sales grew by 5.8% to $1.9 billion in 2008 primarily due to the successful launch of new products. The Oral Care franchise sales grew by 9.1% to $1.6 billion in 2008. Sales growth was driven by the performance of the LISTERINE ^® mouthwash product line.

Consumer segment sales in 2007 were $14.5 billion, an increase of 48.3% over 2006 with 44.2% of this change due to operational growth and the remaining 4.1% due to positive currency fluctuations. U.S. Consumer segment sales were $6.4 billion, an increase of 40.1%. International sales were $8.1 billion, an increase of 55.5%, with 47.8% as a result of operations and 7.7% due to currency fluctuations over 2006. The acquisition of Pfizer Inc.’s Consumer Healthcare business, net of the related divestitures, increased both total sales growth and operational growth for the total Consumer segment by 40.3% in 2007.

Major Consumer Franchise Sales:



							% Change
(Dollars in Millions)	2008		2007		2006			'08 vs. '07		'07 vs. '06

OTC Pharmaceuticals & Nutritionals	$	5,894		5,142		2,742		14.6	%		87.5
Skin Care		3,381		3,051		2,633		10.8			15.9
Baby Care		2,214		1,982		1,740		11.7			13.9
Women’s Health		1,911		1,806		1,666		5.8			8.4
Oral Care		1,624		1,488		406		9.1			266.5
Wound Care/Other		1,030		1,024		587		0.6			74.4

Total	$	16,054		14,493		9,774		10.8	%		48.3


MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION	35

PHARMACEUTICAL SEGMENT

Pharmaceutical segment sales in 2008 were $24.6 billion, a decrease of 1.2% over 2007, with an operational decline of 3.1% and 1.9% increase due to the positive impact of currency fluctuations. U.S. Pharmaceutical segment sales were $14.9 billion, a decrease of 4.9%. International Pharmaceutical segment sales were $9.7 billion, an increase of 5.1%, which included 0.1% of operational growth and 5.0% related to the positive impact of currency fluctuations.

REMICADE ^® (infliximab), a biologic approved for the treatment of Crohn’s disease, ankylosing spondylitis, psoriasis, psoriatic arthritis, ulcerative colitis and use in the treatment of rheumatoid arthritis, achieved sales of $3.7 billion in 2008, with growth of 12.7% over prior year. Growth was driven by increased demand due to the introduction of new clinical data and overall market growth. REMICADE ^® is competing in a market which is experiencing increased competition due to new entrants and the expansion of indications for existing competitors.

TOPAMAX ^® (topiramate), which has been approved for adjunctive and monotherapy use in epilepsy, as well as for the prophylactic treatment of migraines, achieved sales of $2.7 billion in 2008, an increase of 11.3% over prior year. The growth was primarily due to increases in the migraine category partially offset by generic competition in certain markets outside the U.S. The patent for TOPAMAX ^® (topiramate) in the U.S. expired in September 2008. In July 2008, the U.S. Food and Drug Administration (FDA) granted pediatric exclusivity for TOPAMAX ^® , which extends market exclusivity in the U.S. until March 2009. In 2008, U.S. sales of TOPAMAX ^® were $2.3 billion. The expiration of the product patent or loss of market exclusivity is likely to result in a significant reduction in sales.

PROCRIT ^® (Epoetin alfa) and EPREX ^® (Epoetin alfa) had combined sales of $2.5 billion in 2008, a decline of 14.7% compared to prior year. The decline was primarily due to the declining markets for Erythropoiesis Stimulating Agents (ESAs) in the U.S. The FDA issued an order requiring a labeling supplement making specific revisions to the label for ESAs, including PROCRIT ^® . The label for PROCRIT ^® was updated July 30, 2008, based on review of emerging safety data for the use of ESAs in patients with cancer. Outside the U.S., new competition and the emerging safety data issues have contributed to the lower sales results for EPREX ^® . Discussions with European regulators regarding changes to the label for ESAs, including EPREX ^® , are nearing finalization.

RISPERDAL ^® (risperidone), a medication that treats the symptoms of schizophrenia, bipolar mania and irritability associated with autistic behavior in indicated patients, experienced a sales decline of 37.8% to $2.1 billion in 2008. Market exclusivity for RISPERDAL ^® oral in the U.S. expired on June 29, 2008. Loss of market exclusivity for the RISPERDAL ^®

oral patent has resulted in a significant reduction in sales in the U.S. In 2008, U.S. sales of RISPERDAL ^® oral were $1.3 billion. In the first half of the 2008 fiscal year U.S. sales of RISPERDAL ^® oral were $1.1 billion and $0.2 billion in the second half.

RISPERDAL ^® CONSTA ^® (risperidone), a long-acting injectable for the treatment of schizophrenia, achieved sales of $1.3 billion in 2008, representing an increase of 16.0% as compared to the prior year. The growth was due to a positive shift from once per day therapies to longer-acting RISPERDAL ^® CONSTA ^® .

CONCERTA ^® (methylphenidate HCl), a product for the treatment of attention deficit hyperactivity disorder (ADHD), achieved sales of $1.2 billion in 2008, representing an increase of 21.3% over 2007. Sales results were favorably impacted by approximately $115 million related to a change in the estimate of accrued sales reserves. An additional contributor to the sales growth was market growth. Although the original CONCERTA ^® patent expired in 2004, the FDA has not approved any generic version that is substitutable for CONCERTA ^® . Two parties have filed Abbreviated New Drug Applications (ANDAs) for generic versions of CONCERTA ^® , which are pending and may be approved at any time.

LEVAQUIN ^® (levofloxacin)/FLOXIN ^® (ofloxacin) and ACIPHEX ^® /PARIET ^® (rabeprazole sodium) experienced sales declines of 3.3% and 14.7%, respectively, versus the prior year due to competition in the category. DURAGESIC ^® /Fentanyl Transdermal (fentanyl transdermal system) sales declined 11.0% versus the prior year due to generic competition.

In 2008, Other Pharmaceutical sales were $7.2 billion, representing a growth of 10.9% over prior year. Contributors to the increase were sales of VELCADE ^® (bortezomib), a product for the treatment of multiple myeloma, PREZISTA ^® (darunavir), for the treatment of HIV/AIDS patients and INVEGA ^® (paliperidone), a once-daily atypical antipsychotic.

During 2008, the Company received regulatory approval in the U.S., Canada and European Union for INTELENCE ^TM (etravirine) for HIV combination therapy. STELARA ^TM (ustekinumab) was approved in Canada and the European Union for the treatment of moderate to severe plaque psoriasis and is currently under review with the FDA. In addition, NUCYNTA ^TM (tapentadol) immediate-release tablets for the relief of moderate to severe acute pain in adults 18 years of age or older was approved in the U.S.

The Company also received approvals expanding the indications for several key products, including CONCERTA ^® , to treat ADHD in adults ages 18 to 65 in the U.S., VELCADE ^® , in combination with melphalan and prednisone for the treatment of patients with previously untreated multiple myeloma in the European Union

Major Pharmaceutical Product Revenues*:



							% Change
(Dollars in Millions)	2008		2007		2006		'08 vs. '07		'07 vs. '06

REMICADE ^® (infliximab)	$	3,748		3,327		3,013	12.7	%		10.4
TOPAMAX ^® (topiramate)		2,731		2,453		2,027	11.3			21.0
PROCRIT ^® /EPREX ^® (Epoetin alfa)		2,460		2,885		3,180	(14.7	)		(9.3	)
RISPERDAL ^® (risperidone)		2,126		3,420		3,334	(37.8	)		2.6
LEVAQUIN ^® /FLOXIN ^® (levofloxacin/ofloxacin)		1,591		1,646		1,530	(3.3	)		7.6
RISPERDAL ^® CONSTA ^® (risperidone)		1,309		1,128		849	16.0			32.9
CONCERTA ^® (methylphenidate HCl)		1,247		1,028		930	21.3			10.5
ACIPHEX ^® /PARIET ^® (rabeprazole sodium)		1,158		1,357		1,239	(14.7	)		9.5
DURAGESIC ^® /Fentanyl Transdermal (fentanyl transdermal system)		1,036		1,164		1,295	(11.0	)		(10.1	)
Other		7,161		6,458		5,870	10.9			10.0

Total	$	24,567		24,866		23,267	(1.2	)%		6.9

* Prior year amounts have been reclassified to conform to current presentation.


36	JOHNSON & JOHNSON 2008 ANNUAL REPORT

and PREZISTA ^® , for once-daily dosing as part of HIV combination therapy in treatment-naïve adults and traditional approval as a twice-daily dose for use in treatment-experienced adult patients in the U.S. Outside the U.S., the European Commission granted full approval of PREZISTA ^® in combination with ritonavir and other anti-retroviral medicinal products for the treatment of HIV-1 infection, and extended the indication to include all treatment-experienced adult patients.

The Company submitted applications for regulatory approval of four additional compounds in 2008. Golimumab, a monthly subcutaneous treatment for adults with active forms of rheumatoid arthritis, psoriatic arthritis and ankylosing spondylitis, was filed in the U.S. and European Union. In the U.S., filings were submitted for rivaroxaban, an oral, once-daily anticoagulant for the prevention of deep vein thrombosis (DVT) and pulmonary embolism (PE) in patients undergoing hip or knee replacement surgery, carisbamate, for the adjunctive treatment of partial-onset seizures in patients 16 years of age and older, and trabectedin, known as YONDELIS ^® outside the U.S., administered in combination with DOXIL ^® (doxorubicin HCl liposome injection) for the treatment of women with relapsed ovarian cancer.

Pharmaceutical segment sales in 2007 were $24.9 billion, an increase of 6.9% over 2006, with 4.3% of this change due to operational growth and the remaining 2.6% increase related to the positive impact of currency fluctuations. U.S. Pharmaceutical segment sales were $15.6 billion, an increase of 3.4%. International Pharmaceutical segment sales were $9.3 billion, an increase of 13.3%, which included 5.9% of operational growth and 7.4% related to the positive impact of currency fluctuations.

MEDICAL DEVICES AND DIAGNOSTICS SEGMENT

The Medical Devices and Diagnostics segment achieved sales of $23.1 billion in 2008, representing an increase of 6.4% over the prior year, with operational growth of 3.5% and 2.9% due to a positive impact from currency fluctuations. U.S. sales were $10.5 billion, an increase of 1.0%. International sales were $12.6 billion, an increase of 11.3%, with 5.8% from operations and a positive currency impact of 5.5%.

The DePuy franchise achieved sales of $5.0 billion in 2008, an 8.8% increase over prior year. This growth was primarily due to DePuy’s orthopaedic joint reconstruction products, including the hip and knee product lines. Additionally, new product launches in the Mitek sports medicine product line contributed to the growth.

The Ethicon Endo-Surgery franchise achieved sales of $4.3 billion in 2008, an 11.8% increase over prior year. This growth was mainly driven by the HARMONIC ^® technology business due to the success of newly launched products and the underlying strength of

the technology. Additional contributors to the growth were the REALIZE ^® Gastric Band in the U.S. and endoscopy products outside the U.S.

The Ethicon franchise achieved sales of $3.8 billion in 2008, a 6.6% increase over prior year. This was a result of growth in the hemostasis, meshes and biosurgical product lines.

Sales in the Cordis franchise were $3.1 billion, a decline of 8.5% over 2007. The decline reflects lower sales of the CYPHER ^® Sirolimus-eluting Coronary Stent due to increased global competition. The decline was partially offset by the performance of the Biosense Webster and neurovascular businesses.

The Diabetes Care franchise achieved sales of $2.5 billion in 2008, a 6.8% increase over prior year. This growth was driven by sales in the Animas business due to new product launches and sales growth in the ULTRA ^® product lines outside the U.S.

The Vision Care franchise achieved sales of $2.5 billion in 2008, a 13.2% increase over prior year. Sales of ACUVUE ^® OASYS™, 1-DAY ACUVUE ^® MOIST™, and ACUVUE ^® OASYS™ for ASTIGMATISM were the major contributors to this growth.

The Ortho-Clinical Diagnostics franchise achieved sales of $1.8 billion in 2008, an 8.0% increase over prior year resulting from growth in both immunohematology and immunodiagnostics products.

The Medical Devices and Diagnostics segment achieved sales of $21.7 billion in 2007, representing an increase over prior year of 7.2%, with operational growth of 3.9% and 3.3% due to a positive impact from currency fluctuations. U.S. sales were $10.4 billion, an increase of 3.2%. International sales were $11.3 billion, an increase of 11.1%, with 4.6% from operations and a positive currency impact of 6.5%.

Analysis of Consolidated Earnings Before Provision for Taxes on Income

Consolidated earnings before provision for taxes on income increased by $3.6 billion to $16.9 billion in 2008 as compared to the $13.3 billion earned in 2007. Contributing to the $3.6 billion increase in 2008 were lower in-process research and development charges of $0.6 billion, higher income from divestitures of $0.5 billion and higher litigation gains of $0.5 billion versus restructuring charges of $0.7 billion and the write-down of the NATRECOR ^® intangible asset of $0.7 billion recorded in 2007. The decrease in 2007 of 8.9% over the $14.6 billion in 2006 was primarily due to restructuring charges and the write-down of the NATRECOR ^® intangible asset in 2007. As a percent to sales, consolidated earnings before provision for taxes on income in 2008 was 26.5% versus 21.7% in 2007. The sections that follow highlight the significant components of the changes in consolidated earnings before provision for taxes on income.

Major Medical Devices and Diagnostics Franchise Sales*:



							% Change
(Dollars in Millions)	2008		2007		2006		'08 vs. '07		'07 vs. '06
DEPUY ^®	$	4,989		4,587		4,105	8.8	%		11.7
ETHICON ENDO-SURGERY ^®		4,286		3,834		3,376	11.8			13.6
ETHICON ^®		3,840		3,603		3,223	6.6			11.8
CORDIS ^®		3,135		3,425		4,088	(8.5	)		(16.2	)
Diabetes Care		2,535		2,373		2,074	6.8			14.4
Vision Care		2,500		2,209		1,879	13.2			17.6
ORTHO-CLINICAL DIAGNOSTICS ^®		1,841		1,705		1,538	8.0			10.9

Total	$	23,126		21,736		20,283	6.4	%		7.2

* Prior year amounts have been reclassified to conform to current presentation.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION	37

Cost of Products Sold and Selling, Marketing and Administrative Expenses: Cost of products sold and selling, marketing and administrative expenses as a percent to sales were as follows:



% of Sales	2008		2007		2006

Cost of products sold	29.1	%		29.1		28.2
Percent point increase over the prior year	—			0.9		0.5
Selling, marketing and administrative expenses	33.7			33.5		32.7
Percent point increase/(decrease) over the prior year	0.2			0.8		(1.4	)

In 2008, cost of products sold as a percent to sales remained flat to the prior year. The change in the mix of businesses, with higher sales growth in the Consumer business and a slight sales decline in the Pharmaceutical business continues to have a negative impact on the cost of products sold as a percent to sales. In 2008, this was offset by manufacturing efficiencies and non-recurring positive items in 2008 and negative items in 2007. There was an increase in the percent to sales of selling, marketing and administrative expenses in 2008 primarily due to the change in the mix of businesses, whereby

a greater proportion of sales were attributable to the Consumer segment, which has higher selling, marketing and administrative spending. Additionally, in 2008 the Company utilized the gain associated with the divestiture of the Professional Wound Care business of Ethicon, Inc. to fund increased investment spending. This was partially offset by ongoing cost containment efforts.

In 2007, there was an increase in the percent to sales of cost of products sold primarily due to the impact of newly acquired consumer brands. There was an increase in the percent to sales of selling, marketing and administrative expenses in 2007 primarily due to the impact of newly acquired consumer brands partially offset by cost containment efforts.

In 2006, there was an increase in the percent to sales of cost of products sold. This was due to unfavorable product mix and higher manufacturing costs in the Pharmaceutical and Consumer segments. There was a decrease in the percent to sales of selling, marketing and administrative expenses in 2006. This was a result of leveraging selling expenses and a reduction in advertising and promotional spending.

Research and Development expense (excluding in-process research and development charges) by segment of business was as follows:



	2008					2007				2006
(Dollars in Millions)	Amount			% of Sales		Amount		% of Sales		Amount		% of Sales

Consumer	$	624		3.9	%		564		3.9		395		4.0
Pharmaceutical		5,095		20.7			5,265		21.2		4,964		21.3
Medical Devices and Diagnostics		1,858		8.0			1,851		8.5		1,766		8.7

Total research and development expense	$	7,577		11.9			7,680		12.6		7,125		13.4
Percent (decrease)/increase over the prior year		(1.3	)%				7.8				10.3

Research and Development: Research and development activities represent a significant part of the Company’s business. These expenditures relate to the development of new products, improvement of existing products, technical support of products and compliance with governmental regulations for the protection of consumers and patients.

In 2008, the reduction in the Pharmaceutical research and development spending was primarily due to increased efficiencies in Pharmaceutical research and development activities.

Restructuring: The Company has achieved approximately $1.6 billion in annual cost savings as outlined in the restructuring program announced in 2007. See Note 22 to the Consolidated Financial Statements for additional details related to the restructuring.

In-Process Research and Development: In 2008, the Company recorded a charge for in-process research and development (IPR&D) of $181 million before and after tax related to the acquisitions of Amic AB, SurgRx, Inc., HealthMedia, Inc. and Omrix Biopharmaceuticals, Inc. HealthMedia, Inc, a privately held company that creates web-based behavior change interventions, accounted for $7 million before tax of the IPR&D charges and was included in the operating profit of the Consumer segment. The IPR&D charges for all of the following acquisitions were included in the operating profit of the Medical Devices and Diagnostics segment. Amic AB, a Swedish developer of in vitro diagnostic technologies for use in point-of-care and near-patient settings (outside the physical facilities of the clinical laboratory), accounted for $40 million before tax of the IPR&D charges. SurgRx, Inc., a privately held developer of the advanced bipolar tissue sealing system used in the ENSEAL ^® family of devices, accounted for $7 million before tax of the IPR&D charges. Omrix Biopharmaceuticals, Inc.,

a fully integrated biopharmaceutical company that develops and markets biosurgical and immunotherapy products, accounted for $127 million before tax of the IPR&D charges.

In 2007, the Company recorded a charge for IPR&D of $807 million before and after tax related to the acquisition of Conor Medsystems, Inc. The IPR&D charge was included in the operating profit of the Medical Devices and Diagnostics segment.

In 2006, the Company recorded IPR&D charges of $559 million before tax related to the acquisitions of the Consumer Healthcare business of Pfizer Inc., Vascular Control Systems, Inc., Ensure Medical, Inc., ColBar LifeScience Ltd., Hand Innovations LLC and Future Medical Systems S.A. The charge related to the Consumer Healthcare business acquired from Pfizer Inc. accounted for $320 million before tax of the IPR&D charges and was included in the operating profit of the Consumer segment. The IPR&D charges for all of the following acquisitions were included in the operating profit of the Medical Devices and Diagnostics segment. Vascular Control Systems, Inc., a privately held company focused on developing medical devices to treat fibroids and to control bleeding in obstetric and gynecologic applications, accounted for $87 million before tax of the IPR&D charges. Ensure Medical, Inc., a privately held company that develops devices for post-catheterization closure of the femoral artery, accounted for $66 million before tax of the IPR&D charges. ColBar LifeScience Ltd., a privately held company specializing in reconstructive medicine and tissue engineering, accounted for $49 million before tax of the IPR&D charges. Hand Innovations LLC, a privately held manufacturer of fracture fixation products for the upper extremities, accounted for $22 million before tax of the IPR&D charges. Future Medical Systems S.A., a privately held company that


38	JOHNSON & JOHNSON 2008 ANNUAL REPORT

primarily develops, manufactures and markets arthroscopic fluid management systems, accounted for $15 million before tax of the IPR&D charges.

Other (Income) Expense, Net: Other (income) expense, net includes gains and losses related to the sale and write-down of certain investments in equity securities held by Johnson & Johnson Development Corporation, gains and losses on the disposal of property, plant and equipment, currency gains and losses, minority interests, litigation settlements and liabilities and royalty income. The favorable change of $1.5 billion in other (income) expense, net from 2008 to 2007 was primarily due to an increase in income from net litigation settlements and awards of $0.5 billion, a gain of $0.5 billion from the divestiture of the Professional Wound Care business of Ethicon, Inc. in 2008 and the NATRECOR ^® intangible asset write-down of $0.7 billion in 2007.

In 2007, other (income) expense, net included a charge of $678 million before tax related to the NATRECOR ^® intangible asset write-down. A gain of $622 million associated with the Guidant acquisition agreement termination fee, less associated expenses, was included in 2006. In addition, 2006 also included expenses associated with the recording of additional product liability reserves and the integration costs associated with the acquisition of the Consumer Healthcare business of Pfizer Inc.

OPERATING PROFIT BY SEGMENT

Operating profits by segment of business were as follows:



					Percent of
					Segment Sales
(Dollars in Millions)	2008		2007			2008		2007

Consumer	$	2,674		2,277		16.7	%		15.7
Pharmaceutical		7,605		6,540		31.0			26.3
Med Devices and Diagnostics		7,223		4,846		31.2			22.3

Total ⁽¹⁾		17,502		13,663		27.4			22.4
Less: Expenses not allocated to segments ⁽²⁾		573		380

Earnings before provision for taxes on income	$	16,929		13,283		26.5	%		21.7


⁽¹⁾	See Note 11 to the Consolidated Financial Statements for more details.

⁽²⁾	Amounts not allocated to segments include interest (income) expense, minority interest, and general corporate (income) expense.

Consumer Segment: In 2008, Consumer segment operating profit increased 17.4% from 2007. As a percent to sales, 2008 operating profit increased to 16.7%. Cost synergies, lower integration costs in 2008 related to the acquisition of the Consumer Healthcare business of Pfizer Inc., and other cost containment initiatives contributed to the increased operating profit. In 2007, Consumer segment operating profit increased 65.7% from 2006 due to the acquisition costs associated with the Consumer Healthcare business of Pfizer Inc. in 2006. As a percent to sales, 2007 operating profit increased to 15.7%. IPR&D expenses of $320 million as well as expenses associated with

the Consumer Healthcare business of Pfizer Inc. integration were recorded during 2006.

Pharmaceutical Segment: In 2008, Pharmaceutical segment operating profit increased 16.3% from 2007. As a percent to sales, 2008 operating profit increased to 31.0%. The primary driver of the improved operating profit was due to the restructuring charges of $429 million and $678 million for the NATRECOR ^® intangible asset write-down recorded in 2007. In 2007, Pharmaceutical segment operating profit decreased 5.1% from 2006. As a percent to sales, 2007 operating profit decreased to 26.3% resulting from $429 million of restructuring charges and $678 million for the NATRECOR ^® intangible asset write-down in 2007.

Medical Devices and Diagnostics Segment: In 2008, the operating profit in the Medical Devices and Diagnostics segment increased 49.1% from 2007. As a percent to sales, 2008 operating profit increased to 31.2%. The improved operating profit was the result of the $429 million gain from net litigation settlements, favorable product mix, manufacturing efficiencies and lower IPR&D charges of $174 million in 2008 versus $807 million in 2007. Additionally, $301 million of restructuring charges were recorded in 2007. In 2007, the operating profit in the Medical Devices and Diagnostics segment decreased 20.9% from 2006. As a percent to sales, 2007 operating profit decreased to 22.3%, resulting from $807 million of IPR&D charges and $301 million of restructuring charges in 2007, while 2006 included the gain associated with the Guidant acquisition agreement termination fee, less associated expenses, of $622 million.

Interest (Income) Expense: Interest income in 2008 decreased by $91 million due to lower rates of interest earned despite higher average cash balances. The cash balance, including marketable securities, was $12.8 billion at the end of 2008, and averaged $12.2 billion as compared to the $6.6 billion average cash balance in 2007. The increase in the average cash balance was primarily due to cash generated from operating activities.

Interest expense in 2008 increased by $139 million due to a higher debt balance. In the second half of 2007 the Company converted some of its short-term debt to fixed long-term debt at higher interest rates. The net debt balance at the end of 2008 was $11.9 billion as compared to $9.5 billion at the end of 2007. The higher debt balance in 2008 was primarily due to the purchase of the Company’s common stock under the ongoing Common Stock repurchase program announced on July 9, 2007 and to fund acquisitions.

Interest income in 2007 decreased by $377 million due to lower average cash balances. The decline in the average cash balance was primarily due to the acquisition of the Consumer Healthcare business of Pfizer Inc. on December 20, 2006.

Interest expense in 2007 increased by $233 million as compared to prior year due to a higher average debt balance. The net debt balance at the end of 2007 was $9.5 billion as compared to $6.6 billion at the end of 2006. The higher debt balance in 2007 was due to the debt associated with the acquisition of the Consumer Healthcare business of Pfizer Inc. and the Common Stock repurchase program announced in 2007.

Interest income in 2006 increased by $342 million due primarily to higher rates of interest, as well as a higher average cash balance, despite the $5.0 billion Common Stock repurchase program and an increase in acquisition activity as compared to prior year.

Interest expense in 2006 increased slightly as compared to 2005 due to a higher average debt balance, from $2.6 billion in 2005 to $3.1 billion in 2006. This was partially offset by a decrease in interest rates.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION	39

Provision for Taxes on Income: The worldwide effective income tax rate was 23.5% in 2008, 20.4% in 2007 and 24.2% in 2006. The 2008 tax rate increased as compared to 2007 due to increases in taxable income in higher tax jurisdictions relative to taxable income in lower jurisdictions. In addition, the 2007 tax rate benefited from a one-time gain of $267 million related to a business restructuring of certain international subsidiaries, as well as increases in taxable income in lower tax jurisdictions relative to taxable income in higher tax jurisdictions and lower international tax rates in certain countries as compared to the prior year.

Liquidity and Capital Resources

LIQUIDITY & CASH FLOWS

Cash and cash equivalents were $10.8 billion at the end of 2008 as compared with $7.8 billion at the end of 2007. The primary sources of cash that contributed to the $3.0 billion increase versus prior year were $15.0 billion of cash generated from operating activities and $2.7 billion net proceeds from long and short-term debt. The major uses of cash were capital spending of $3.1 billion, acquisitions of $1.2 billion, dividends to shareholders of $5.0 billion and the repurchase of common stock, net of proceeds from the exercise of options, of $5.2 billion.

Cash flow from operations of $15.0 billion is the result of $12.9 billion of net earnings and $3.5 billion of non-cash charges related to depreciation and amortization, stock based compensation, and $0.2 billion of IPR&D offset by increased working capital of $0.8 billion and a net use related to changes in assets and liabilities net of effects from acquisitions of $0.8 billion.

In 2008, the Company continued to have access to liquidity through the commercial paper market. For additional details on borrowings, see Note 6 to the Consolidated Financial Statements.

The Company anticipates that operating cash flows, existing credit facilities and access to the commercial paper markets will provide sufficient resources to fund operating needs in 2009.

FINANCING AND MARKET RISK

The Company uses financial instruments to manage the impact of foreign exchange rate changes on cash flows. Accordingly, the Company enters into forward foreign exchange contracts to protect the value of certain foreign currency assets and liabilities and to hedge future foreign currency products costs. Gains or losses on these contracts are offset by the gains or losses on the underlying transactions. A 10% appreciation of the U.S. Dollar from the December 28, 2008 market rates would increase the unrealized value of the Company’s forward contracts by $226 million. Conversely, a 10% depreciation of the U.S. Dollar from the December 28, 2008 market rates would decrease the unrealized value of the Company’s forward contracts by $276 million. In either scenario, the gain or loss on the forward contract would be offset by the gain or loss on the underlying transaction and, therefore, would have no impact on future earnings and cash flows.

The Company hedges the exposure to fluctuations in currency exchange rates, and the effect on certain assets and liabilities in foreign currency, by entering into currency swap contracts. A 1% change in the spread between U.S. and foreign interest rates on the Company’s interest rate sensitive financial instruments would either increase or decrease the unrealized value of the Company’s swap contracts by approximately $97 million. In either scenario, at maturity, the gain or loss on the swap contract would be offset by the gain or loss on the underlying transaction and therefore would have no impact on future cash flows.

The Company does not enter into financial instruments for trading or speculative purposes. Further, the Company has a policy of only entering into contracts with parties that have at least an “A” (or equivalent) credit rating. The counterparties to these contracts are major financial institutions and there is no significant concentration of exposure with any one counterparty. Management believes the risk of loss is remote.

The Company has access to substantial sources of funds at numerous banks worldwide. In September 2008, the Company secured a new 364-day and 5-year Credit Facility. Total credit available to the Company approximates $7.7 billion, of which $6.3 billion expires September 24, 2009, and $1.4 billion expires September 25, 2013. Interest charged on borrowings under the credit line agreements is based on either bids provided by banks, the prime rate or London Interbank Offered Rates (LIBOR), plus applicable margins. Commitment fees under the agreement are not material.

Total borrowings at the end of 2008 and 2007 were $11.9 billion and $9.5 billion, respectively. The increase in borrowings between 2008 and 2007 was a result of financing general corporate purposes and the continuation of the Common Stock repurchase program announced in 2007. In 2008, net cash (cash and current marketable securities, net of debt) was $1.0 billion compared to net debt of $0.2 billion in 2007. Total debt represented 21.8% of total capital (shareholders’ equity and total debt) in 2008 and 18.0% of total capital in 2007. Shareholders’ equity per share at the end of 2008 was $15.35 compared with $15.25 at year-end 2007, an increase of 0.7%.

Johnson & Johnson continues to be one of a few industrial companies with a Triple A credit rating and to have access to credit at commercially favorable terms. A summary of borrowings can be found in Note 6 to the Consolidated Financial Statements.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The Company has contractual obligations, primarily lease, debt and unfunded retirement plans, with no other significant obligations. To satisfy these obligations, the Company will use cash from operations. The following table summarizes the Company’s contractual obligations and their aggregate maturities as of December 28, 2008 (see Notes 4, 6 and 13 to the Consolidated Financial Statements for further details):



						Unfunded
	Operating		Debt			Retirement
(Dollars in Millions)	Leases		Obligations		⁽¹⁾	Plans		Total

2009	$	171		221			56		448
2010		145		22			58		225
2011		123		18			62		203
2012		107		620			66		793
2013		89		507			70		666
After 2013		93		6,953			436		7,482

Total	$	728		8,341			748		9,817


⁽¹⁾	Amounts do not include interest expense.

For tax matters, see Note 8 to the Consolidated Financial Statements.


40	JOHNSON & JOHNSON 2008 ANNUAL REPORT

SHARE REPURCHASE AND DIVIDENDS

On July 9, 2007, the Company announced that its Board of Directors approved a stock repurchase program, authorizing the Company to buy back up to $10.0 billion of the Company’s Common Stock. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. Any shares acquired will be available for general corporate purposes. The Company funds the share repurchase program through a combination of available cash and debt. As of December 28, 2008, the Company repurchased an aggregate of 124.9 million shares of Johnson & Johnson common stock under the current repurchase program at a cost of $8.1 billion. In addition, the Company has an annual program to repurchase shares for use in employee stock and incentive plans.

The Company increased its dividend in 2008 for the 46th consecutive year. Cash dividends paid were $1.795 per share in 2008, compared with dividends of $1.620 per share in 2007 and $1.455 per share in 2006. The dividends were distributed as follows:



	2008		2007		2006

First quarter	$	0.415		0.375		0.330
Second quarter		0.460		0.415		0.375
Third quarter		0.460		0.415		0.375
Fourth quarter		0.460		0.415		0.375

Total	$	1.795		1.620		1.455

On January 5, 2009, the Board of Directors declared a regular cash dividend of $0.460 per share, payable on March 10, 2009, to shareholders of record as of February 24, 2009. The Company expects to continue the practice of paying regular cash dividends.

Other Information

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of results of operations and financial condition are based on the Company’s consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires that management make estimates and assumptions that affect the amounts reported for revenues, expenses, assets, liabilities and other related disclosures. Actual results may or may not differ from these estimates. The Company believes that the understanding of certain key accounting policies and estimates are essential in achieving more insight into the Company’s operating results and financial condition. These key accounting policies include revenue recognition, income taxes, legal and self-insurance contingencies, valuation of long-lived assets, assumptions used to determine the amounts recorded for pensions and other employee benefit plans and accounting for stock options.

Revenue Recognition: The Company recognizes revenue from product sales when goods are shipped or delivered, and title and risk of loss pass to the customer. Provisions for certain rebates, sales incentives, trade promotions, coupons, product returns and discounts to customers are accounted for as reductions in sales in the same period the related sales are recorded.

Product discounts granted are based on the terms of arrangements with direct, indirect and other market participants, as well as market conditions, including prices charged by competitors. Rebates, the largest being the Medicaid rebate provision, are estimated based on contractual terms, historical experience, trend analysis and projected market conditions in the various markets served. The Company evaluates market conditions for products or groups of products primarily through the analysis of wholesaler and other third-party sell-through and market research data, as well as internally generated information.

Sales returns allowances represent a reserve for products that may be returned due to expiration, destruction in the field, or in specific areas, product recall. The returns reserve is based on historical return trends by product and by market as a percent to gross sales.

Promotional programs, such as product listing allowances and cooperative advertising arrangements, are recorded in the year incurred. Continuing promotional programs include coupons and volume-based sales incentive programs. The redemption cost of consumer coupons is based on historical redemption experience by product and value. Volume-based incentive programs are based on estimated sales volumes for the incentive period and are recorded as products are sold. The Company also earns service revenue for co-promotion of certain products and includes it in sales to customers. Promotional arrangements are evaluated to determine the appropriate amounts to be deferred.

In addition, the Company enters into collaboration arrangements, which contain multiple revenue generating activities. The revenue for these arrangements is recognized as each activity is performed or delivered, based on the relative fair value. Upfront fees received as part of these arrangements are deferred and recognized as revenue earned over the obligation period.

Reasonably likely changes to assumptions used to calculate the accruals for rebates, returns and promotions are not anticipated to have a material effect on the financial statements. The Company currently discloses the impact of changes to assumptions in the quarterly or annual filing in which there is a material financial statement impact.

Below are tables which show the progression of accrued rebates, returns, promotions, reserve for doubtful accounts and reserve for cash discounts by segment of business for the fiscal years ended December 28, 2008 and December 30, 2007.

CONSUMER SEGMENT



	Balance at							Balance at
	Beginning				Payments/			End
(Dollars in Millions)	of Period		Accruals		Other			of Period

2008
Accrued rebates ⁽¹⁾	$	217		300		(386	)		131
Accrued returns		113		135		(133	)		115
Accrued promotions		297		2,369		(2,464	)		202

Subtotal	$	627		2,804		(2,983	)		448

Reserve for doubtful accounts		71		41		(2	)		110
Reserve for cash discounts		23		272		(273	)		22

Total	$	721		3,117		(3,258	)		580

2007
Accrued rebates ⁽¹⁾	$	164		492		(439	)		217
Accrued returns		92		257		(236	)		113
Accrued promotions		211		2,249		(2,163	)		297

Subtotal	$	467		2,998		(2,838	)		627

Reserve for doubtful accounts		42		17		12			71
Reserve for cash discounts		15		278		(270	)		23

Total	$	524		3,293		(3,096	)		721


⁽¹⁾	Includes reserve for customer rebates of $73 million at December 28, 2008 and $76 million at December 30, 2007, recorded as a contra asset.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION	41

PHARMACEUTICAL SEGMENT



	Balance at								Balance at
	Beginning					Payments/			End
(Dollars in Millions)	of Period		Accruals			Other			of Period

2008
Accrued rebates ⁽¹⁾		$1,249		3,331			(3,319	)		1,261
Accrued returns		345		168			(23	)		490
Accrued promotions		263		414			(570	)		107

Subtotal		$1,857		3,913			(3,912	)		1,858

Reserve for doubtful accounts		26		24			(2	)		48
Reserve for cash discounts		24		376			(377	)		23

Total		$1,907		4,313	⁽²⁾		(4,291	)		1,929

2007
Accrued rebates ⁽¹⁾		$1,233		3,175			(3,159	)		1,249
Accrued returns		324		36			(15	)		345
Accrued promotions		205		523			(465	)		263

Subtotal		$1,762		3,734			(3,639	)		1,857

Reserve for doubtful accounts		30		—			(4	)		26
Reserve for cash discounts		29		531			(536	)		24

Total		$1,821		4,265			(4,179	)		1,907


⁽¹⁾	Includes reserve for customer rebates of $344 million at December 28, 2008 and $321 million at December 30, 2007, recorded as a contra asset.

⁽²⁾	Includes $115 million adjustment related to previously estimated accrued sales reserves.

MEDICAL DEVICES AND DIAGNOSTICS SEGMENT



	Balance at								Balance at
	Beginning					Payments/			End
(Dollars in Millions)	of Period		Accruals			Other			of Period

2008
Accrued rebates ⁽¹⁾		$336		1,947			(1,867	)		416
Accrued returns		190		99			(100	)		189
Accrued promotions		18		208			(179	)		47

Subtotal		$544		2,254			(2,146	)		652

Reserve for doubtful accounts		96		36			(23	)		109
Reserve for cash discounts		24		257			(247	)		34

Total		$664		2,547	⁽²⁾		(2,416	)		795

2007
Accrued rebates ⁽¹⁾		$294		1,576			(1,534	)		336
Accrued returns		183		102			(95	)		190
Accrued promotions		41		136			(159	)		18

Subtotal		$518		1,814			(1,788	)		544

Reserve for doubtful accounts		88		25			(17	)		96
Reserve for cash discounts		18		213			(207	)		24

Total		$624		2,052			(2,012	)		664


⁽¹⁾	Includes reserve for customer rebates of $304 million at December 28, 2008 and $313 million at December 30, 2007, recorded as a contra asset.

⁽²⁾	Includes $56 million adjustment related to previously estimated sales rebate reserve.

The Company also earns service revenue for co-promotion of certain products. For all years presented, service revenues were less than 2% of total revenues and are included in sales to customers.

Income Taxes: Income taxes are recorded based on amounts refundable or payable for the current year and include the results of any difference between GAAP accounting and tax reporting, recorded as deferred tax assets or liabilities. The Company estimates deferred tax assets and liabilities based on current tax regulations and rates. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities in the future. Management believes that changes in these estimates would not have a material

effect on the Company’s results of operations, cash flows or financial position.

In 2007, the Company adopted FASB Interpretation 48 (FIN48), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification and other matters. See Note 8 to the Consolidated Financial Statements for further information regarding income taxes.

At December 28, 2008 and December 30, 2007, the cumulative amounts of undistributed international earnings were approximately $27.7 billion and $23.7 billion, respectively. The Company intends to continue to reinvest its undistributed international earnings to expand its international operations; therefore, no U.S. tax expense has been recorded with respect to the undistributed portion not intended for repatriation.

Legal and Self Insurance Contingencies: The Company records accruals for various contingencies including legal proceedings and product liability cases as these arise in the normal course of business. The accruals are based on management’s judgment as to the probability of losses and, where applicable, actuarially determined estimates. Additionally, the Company records insurance receivable amounts from third-party insurers when recovery is probable. As appropriate, reserves against these receivables are recorded for estimated amounts that may not be collected from third-party insurers.

Long-Lived and Intangible Assets: The Company assesses changes in economic conditions and makes assumptions regarding estimated future cash flows in evaluating the value of the Company’s property, plant and equipment, goodwill and intangible assets. As these assumptions and estimates may change over time, it may or may not be necessary for the Company to record impairment charges.

Employee Benefit Plans: The Company sponsors various retirement and pension plans, including defined benefit, defined contribution and termination indemnity plans, which cover most employees worldwide. These plans are based on assumptions for the discount rate, expected return on plan assets, expected salary increases and health care cost trend rates. See Note 13 to the Consolidated Financial Statements for further details on these rates and the effect a rate change would have on the Company’s results of operations.

Stock Options: During the fiscal first quarter of 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), Share Based Payment. The Company has applied the modified retrospective transition method to implement SFAS No. 123(R). Previously reported financial statements have been restated in accordance with the provisions of SFAS No. 123(R). See Note 10 for further information regarding stock options.

NEW ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 to the Consolidated Financial Statements for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of December 28, 2008.


42	JOHNSON & JOHNSON 2008 ANNUAL REPORT

ECONOMIC AND MARKET FACTORS

The Company is aware that its products are used in an environment where, for more than a decade, policymakers, consumers and businesses have expressed concerns about the rising cost of health care. In response to these concerns, the Company has a long-standing policy of pricing products responsibly. For the period 1998-2008, in the United States, the weighted average compound annual growth rate of the Company’s net price increases for health care products (prescription and over-the-counter drugs, hospital and professional products) was below the U.S. Consumer Price Index (CPI).

Inflation rates continue to have an effect on worldwide economies and, consequently, on the way companies operate. In the face of increasing costs, the Company strives to maintain its profit margins through cost reduction programs, productivity improvements and periodic price increases.

The Company is exposed to fluctuations in currency exchange rates. A 1% change in the value of the U.S. dollar as compared to all foreign currencies in which the Company had sales, income or expense in 2008 would have increased or decreased the translation of foreign sales by $300 million and income by $50 million.

The Company faces various worldwide health care changes that may continue to result in pricing pressures that include health care cost containment and government legislation relating to sales, promotions and reimbursement.

Changes in the behavior and spending patterns of purchasers of health care products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and foregoing health care insurance coverage, as a result of the current global economic downturn will continue to impact the Company’s businesses.

The Company also operates in an environment which has become increasingly hostile to intellectual property rights. Generic drug firms have filed Abbreviated New Drug Applications (ANDAs) seeking to market generic forms of most of the Company’s key pharmaceutical products, prior to expiration of the applicable patents covering those products. In the event the Company is not successful in defending the patent claims challenged in ANDA filings, the generic firms will then introduce generic versions of the product at issue, resulting in the potential for substantial market share and revenue losses for that product. For further information see the discussion on “Litigation Against Filers of Abbreviated New Drug Applications” in Note 18 to the Consolidated Financial Statements.

LEGAL PROCEEDINGS

The Company is involved in numerous product liability cases in the United States, many of which concern alleged adverse reactions to drugs and medical devices. The damages claimed are substantial, and while the Company is confident of the adequacy of the warnings and instructions for use which accompany such products, it is not feasible to predict the ultimate outcome of litigation. However, the Company believes that if any liability results from such cases, it will be substantially covered by existing amounts accrued in the Company’s balance sheet under its self-insurance program and by third-party product liability insurance.

The Company is also involved in a number of patent, trademark and other lawsuits, as well as investigations, incidental to its business. The ultimate legal and financial liability of the Company in respect to all claims, lawsuits and proceedings referred to above cannot be estimated with any certainty. However, in the Company’s opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities already accrued in the Company’s balance sheet, is not expected to have a material adverse effect on the Company’s financial condition, although the resolution in any

reporting period of one or more of these matters could have a significant impact on the Company’s results of operations and cash flows for that period.

See Note 18 to the Consolidated Financial Statements for further information regarding legal proceedings.

COMMON STOCK MARKET PRICES

The Company’s common stock is listed on the New York Stock Exchange under the symbol JNJ. The composite market price ranges for Johnson & Johnson common stock during 2008 and 2007 were:



	2008				2007
	High		Low		High		Low

First quarter	$	68.85		61.17		68.22		59.87
Second quarter		68.32		63.40		65.45		59.95
Third quarter		72.76		63.10		65.75		59.72
Fourth quarter		69.86		52.06		68.75		63.55
Year-end close		$58.56				67.38

Cautionary Factors That May Affect Future Results

This Annual Report contains forward-looking statements. 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 such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning in conjunction with, among other things, discussions of future operations, financial performance, the Company’s strategy for growth, product development, regulatory approval, market position and expenditures.

Forward-looking statements are based on current expectations of future events. The Company cannot guarantee that any forward-looking statement will be accurate, although the Company believes that it has been reasonable in its expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or that unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. The Company does not undertake to update any forward-looking statements as a result of new information or future events or developments.

Risks and uncertainties include general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; challenges to patents; U.S. and foreign health care reforms and governmental laws and regulations; trends toward health care cost containment; increased scrutiny of the health care industry by government agencies; product efficacy or safety concerns resulting in product recalls or regulatory action.

The Company’s report on Form 10-K for the year ended December 28, 2008 includes, in Exhibit 99, a discussion of additional factors that could cause actual results to differ from expectations. The Company notes these factors as permitted by the Private Securities Litigation Reform Act of 1995.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION	43


Consolidated Balance Sheets	Johnson & Johnson and Subsidiaries


At December 28, 2008 and December 30, 2007 (Dollars in Millions Except Share and Per Share Data) (Note 1)	2008			2007


Assets

Current assets
Cash and cash equivalents (Notes 1 and 14)	$	10,768			7,770
Marketable securities (Notes 1 and 14)		2,041			1,545
Accounts receivable trade, less allowances for doubtful accounts $268 (2007, $193)		9,719			9,444
Inventories (Notes 1 and 2)		5,052			5,110
Deferred taxes on income (Note 8)		3,430			2,609
Prepaid expenses and other receivables		3,367			3,467


Total current assets		34,377			29,945

Marketable securities, non-current (Notes 1 and 14)		4			2
Property, plant and equipment, net (Notes 1 and 3)		14,365			14,185
Intangible assets, net (Notes 1 and 7)		13,976			14,640
Goodwill, net (Notes 1 and 7)		13,719			14,123
Deferred taxes on income (Note 8)		5,841			4,889
Other assets (Note 5)		2,630			3,170


Total assets	$	84,912			80,954


Liabilities and Shareholders’ Equity

Current liabilities
Loans and notes payable (Note 6)	$	3,732			2,463
Accounts payable		7,503			6,909
Accrued liabilities		5,531			6,412
Accrued rebates, returns and promotions		2,237			2,318
Accrued salaries, wages and commissions		1,432			1,512
Accrued taxes on income		417			223


Total current liabilities		20,852			19,837


Long-term debt (Note 6)		8,120			7,074
Deferred taxes on income (Note 8)		1,432			1,493
Employee related obligations (Notes 5 and 13)		7,791			5,402
Other liabilities		4,206			3,829


Total liabilities		42,401			37,635


Shareholders’ equity
Preferred stock — without par value (authorized and unissued 2,000,000 shares)		—			—
Common stock — par value $1.00 per share (Note 20) (authorized 4,320,000,000 shares; issued 3,119,843,000 shares)		3,120			3,120
Accumulated other comprehensive income (Note 12)		(4,955	)		(693	)
Retained earnings		63,379			55,280

		61,544			57,707

Less: common stock held in treasury, at cost (Note 20) (350,665,000 shares and 279,620,000 shares)		19,033			14,388


Total shareholders’ equity		42,511			43,319


Total liabilities and shareholders’ equity	$	84,912			80,954

See Notes to Consolidated Financial Statements


44	JOHNSON & JOHNSON 2008 ANNUAL REPORT


Consolidated Statements of Earnings	Johnson & Johnson and Subsidiaries



(Dollars in Millions Except Per Share Figures) (Note 1)	2008			2007			2006


Sales to customers	$	63,747			61,095			53,324


Cost of products sold		18,511			17,751			15,057


Gross profit		45,236			43,344			38,267

Selling, marketing and administrative expenses		21,490			20,451			17,433
Research expense		7,577			7,680			7,125
Purchased in-process research and development (Note 17)		181			807			559
Restructuring (Note 22)		—			745			—
Interest income		(361	)		(452	)		(829	)
Interest expense, net of portion capitalized (Note 3)		435			296			63
Other (income) expense, net		(1,015	)		534			(671	)

		28,307			30,061			23,680

Earnings before provision for taxes on income		16,929			13,283			14,587
Provision for taxes on income (Note 8)		3,980			2,707			3,534


Net earnings	$	12,949			10,576			11,053


Basic net earnings per share (Notes 1 and 19)	$	4.62			3.67			3.76


Diluted net earnings per share (Notes 1 and 19)	$	4.57			3.63			3.73

See Notes to Consolidated Financial Statements


CONSOLIDATED FINANCIAL STATEMENTS	45


Consolidated Statements of Equity										Johnson & Johnson and Subsidiaries

										Accumulated
										Other					Treasury
				Comprehensive			Retained			Comprehensive			Common Stock		Stock
(Dollars in Millions) (Note 1)	Total			Income			Earnings			Income			Issued Amount		Amount


Balance, January 1, 2006		$38,710						42,310			(755	)		3,120		(5,965	)

Net earnings		11,053			11,053			11,053
Cash dividends paid		(4,267	)					(4,267	)
Employee compensation and stock option plans		1,858						181								1,677
Conversion of subordinated debentures		26						(10	)							36
Repurchase of common stock		(6,722	)													(6,722	)
Other		23						23
Other comprehensive income, net of tax:
Currency translation adjustment		362			362						362
Unrealized losses on securities		(9	)		(9	)					(9	)
Employee benefit plans		(1,710	)		(34	)					(1,710	)
Losses on derivatives & hedges		(6	)		(6	)					(6	)
Reclassification adjustment					(9	)

Total comprehensive income					11,357



Balance, December 31, 2006		$39,318						49,290			(2,118	)		3,120		(10,974	)

Net earnings		10,576			10,576			10,576
Cash dividends paid		(4,670	)					(4,670	)
Employee compensation and stock option plans		2,311						131								2,180
Conversion of subordinated debentures		9						(4	)							13
Repurchase of common stock		(5,607	)													(5,607	)
Adoption of FIN 48		(19	)					(19	)
Other		(24	)					(24	)
Other comprehensive income, net of tax:
Currency translation adjustment		786			786						786
Unrealized gains on securities		23			23						23
Employee benefit plans		670			670						670
Losses on derivatives & hedges		(54	)		(54	)					(54	)
Reclassification adjustment					(5	)

Total comprehensive income					11,996



Balance, December 30, 2007		$43,319						55,280			(693	)		3,120		(14,388	)

Net earnings		12,949			12,949			12,949
Cash dividends paid		(5,024	)					(5,024	)
Employee compensation and stock option plans		2,180						175								2,005
Conversion of subordinated debentures		—						(1	)							1
Repurchase of common stock		(6,651	)													(6,651	)
Other comprehensive income, net of tax:
Currency translation adjustment		(2,499	)		(2,499	)					(2,499	)
Unrealized losses on securities		(59	)		(59	)					(59	)
Employee benefit plans		(1,870	)		(1,870	)					(1,870	)
Gains on derivatives & hedges		166			166						166
Reclassification adjustment					(27	)

Total comprehensive income					8,660



Balance, December 28, 2008		$42,511						63,379			(4,955	)		3,120		(19,033	)

See Notes to Consolidated Financial Statements


46	JOHNSON & JOHNSON 2008 ANNUAL REPORT


Consolidated Statements of Cash Flows		Johnson & Johnson and Subsidiaries


(Dollars in Millions) (Note 1)	2008			2007			2006


Cash flows from operating activities

Net earnings	$	12,949			10,576			11,053
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property and intangibles		2,832			2,777			2,177
Stock based compensation		627			698			659
Purchased in-process research and development		181			807			559
Intangible asset write-down (NATRECOR ^® )		—			678			—
Decrease/(increase) in deferred tax provision		22			(1,762	)		(1,168	)
Accounts receivable allowances		86			22			(14	)
Changes in assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable		(736	)		(416	)		(699	)
(Increase)/decrease in inventories		(101	)		14			(210	)
(Decrease)/increase in accounts payable and accrued liabilities		(272	)		2,642			1,750
Increase in other current and non-current assets		(1,600	)		(1,578	)		(269	)
Increase in other current and non-current liabilities		984			564			410

Net cash flows from operating activities		14,972			15,022			14,248


Cash flows from investing activities

Additions to property, plant and equipment		(3,066	)		(2,942	)		(2,666	)
Proceeds from the disposal of assets		785			457			511
Acquisitions, net of cash acquired (Note 17)		(1,214	)		(1,388	)		(18,023	)
Purchases of investments		(3,668	)		(9,659	)		(467	)
Sales of investments		3,059			7,988			426
Other (primarily intangibles)		(83	)		(368	)		(72	)


Net cash used by investing activities		(4,187	)		(5,912	)		(20,291	)


Cash flows from financing activities

Dividends to shareholders		(5,024	)		(4,670	)		(4,267	)
Repurchase of common stock		(6,651	)		(5,607	)		(6,722	)
Proceeds from short-term debt		8,430			19,626			6,385
Retirement of short-term debt		(7,319	)		(21,691	)		(2,633	)
Proceeds from long-term debt		1,638			5,100			6
Retirement of long-term debt		(24	)		(18	)		(13	)
Proceeds from the exercise of stock options/excess tax benefits		1,486			1,562			1,135


Net cash used by financing activities		(7,464	)		(5,698	)		(6,109	)


Effect of exchange rate changes on cash and cash equivalents		(323	)		275			180

Increase/(decrease) in cash and cash equivalents		2,998			3,687			(11,972	)
Cash and cash equivalents, beginning of year (Note 1)		7,770			4,083			16,055


Cash and cash equivalents, end of year (Note 1)	$	10,768			7,770			4,083


Supplemental cash flow data

Cash paid during the year for:
Interest	$	525			314			143
Income taxes		4,068			4,099			4,250

Supplemental schedule of noncash investing and financing activities

Treasury stock issued for employee compensation and stock option plans, net of cash proceeds	$	593			738			622
Conversion of debt		—			9			26

Acquisitions

Fair value of assets acquired	$	1,328			1,620			19,306
Fair value of liabilities assumed		(114	)		(232	)		(1,283	)


Net cash paid for acquisitions	$	1,214			1,388			18,023

See Notes to Consolidated Financial Statements


CONSOLIDATED FINANCIAL STATEMENTS	47

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Johnson & Johnson and subsidiaries (the “Company”). Inter-company accounts and transactions are eliminated.

DESCRIPTION OF THE COMPANY AND BUSINESS SEGMENTS

The Company has approximately 118,700 employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the health care field. The Company conducts business in virtually all countries of the world and its primary focus is on products related to human health and well-being.

The Company is organized into three business segments: Consumer, Pharmaceutical and Medical Devices and Diagnostics. The Consumer segment manufactures and markets a broad range of products used in the baby care, skin care, oral care, wound care and women’s health care fields, as well as nutritional and over-the-counter pharmaceutical products. These products are marketed to the general public and sold both to distributors and directly to independent and chain retail outlets throughout the world. The Pharmaceutical segment includes products in the following therapeutic areas: anti-infective, antipsychotic, cardiovascular, contraceptive, dermatology, gastrointestinal, hematology, immunology, neurology, oncology, pain management, urology and virology. These products are distributed directly to retailers, wholesalers and health care professionals for prescription use. The Medical Devices and Diagnostics segment includes a broad range of products used principally in the professional fields by physicians, nurses, therapists, hospitals, diagnostic laboratories and clinics. These products include Cordis’ circulatory disease management products; DePuy’s orthopaedic joint reconstruction, spinal care and sports medicine products; Ethicon’s surgical care and women’s health products; Ethicon Endo-Surgery’s minimally invasive surgical products; LifeScan’s blood glucose monitoring and insulin delivery products; Ortho-Clinical Diagnostics’ professional diagnostic products and Vistakon’s disposable contact lenses.

NEW ACCOUNTING PRONOUNCEMENTS
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The statement was effective in the fiscal first quarter of 2008 except for non-financial assets and liabilities recognized or disclosed at fair value on a recurring basis, for which the effective date is for fiscal years beginning after November 15, 2008. The Company adopted SFAS No. 157 in the fiscal first quarter of 2008, the impact of which is discussed in Note 23.

In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities , which permits an entity to measure certain financial assets and financial liabilities at fair value. SFAS No. 159 was effective for fiscal year 2008 and the Company adopted it in the fiscal first quarter of 2008. The adoption of SFAS No. 159 did not have a material effect on the Company’s results of operations, cash flows or financial position.

EITF Issue 07-03: Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities. This issue is effective for financial statements issued for fiscal years beginning after December 15, 2007 and was adopted by the Company in the fiscal first quarter of 2008. This issue requires nonrefundable advance payments for research and development to be capitalized and recognized as an expense as related goods are delivered or services are performed. The adoption of EITF 07-03 did not have a significant impact on the Company’s results of operations, cash flows or financial position.

RECENTLY ISSUED ACCOUNTING STANDARDS,
NOT ADOPTED AS OF DECEMBER 28, 2008

In December 2007, FASB issued SFAS No. 141(R), Business Combinations , and No. 160, Noncontrolling Interests in Consolidated Financial Statements . These statements aim to improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. These statements are effective for fiscal years beginning after December 15, 2008. SFAS No. 141(R) will have a significant impact on the manner in which the Company accounts for future acquisitions beginning in the fiscal year 2009. Significant changes include the capitalization of in-process research and development (IPR&D), expensing of acquisition related restructuring actions and transaction related costs and the recognition of contingent purchase price consideration at fair value at the acquisition date. In addition, changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period will be recognized in earnings rather than as an adjustment to the cost of acquisition. This accounting treatment for taxes is applicable to acquisitions that occurred both prior and subsequent to the adoption of SFAS No. 141(R). The Company believes that the adoption of SFAS No. 141(R) and SFAS No. 160 will not have a material effect on its results of operations, cash flows or financial position.

In March 2008, the FASB issued SFAS Statement No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, to enhance the disclosure regarding the Company’s derivative and hedging activities, to improve the transparency of financial reporting. This statement is effective for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161 will have no impact on the Company’s results of operations, cash flows or financial position.

EITF Issue 07-01: Accounting for Collaborative Arrangements Related to the Development and Commercialization of Intellectual Property . This issue is effective for financial statements issued for fiscal years beginning after December 15, 2008. This issue addresses the income statement classification of payments made between parties in a collaborative arrangement. The adoption of EITF 07-01 is not expected to have a significant impact on the Company’s results of operations, cash flows or financial position.

EITF Issue 08-07: Accounting for Defensive Intangible Assets. This issue applies to acquired intangible assets in situations in which an entity does not intend to actively use the asset, but intends to hold the asset to prevent others from obtaining access to the asset, except for intangible assets that are used in research and development activities. This issue is effective for fiscal years beginning after December 15, 2008. The adoption of EITF 08-07 is not expected to have a significant impact on the Company’s results of operations, cash flows or financial position.


48	JOHNSON & JOHNSON 2008 ANNUAL REPORT

CASH EQUIVALENTS

The Company considers securities with maturities of three months or less, when purchased, to be cash equivalents.

INVESTMENTS

Short-term marketable securities are carried at cost, which approximates fair value. Investments classified as available-for-sale are carried at estimated fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income. Long-term debt securities that the Company has the ability and intent to hold until maturity are carried at amortized cost, which also approximates fair value. Management determines the appropriate classification of its investment in debt and equity securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company periodically reviews its investments in equity securities for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary.

PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION

Property, plant and equipment are stated at cost. The Company utilizes the straight-line method of depreciation over the estimated useful lives of the assets:


Building and building equipment		20-40 years
Land and leasehold improvements		10-20 years
Machinery and equipment		2-13 years

The Company capitalizes certain computer software and development costs, included in machinery and equipment, when incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are amortized over the estimated useful lives of the software, which generally range from 3 to 5 years.

The Company reviews long-lived assets to assess recoverability using undiscounted cash flows. When necessary, charges for impairments of long-lived assets are recorded for the amount by which the present value of future cash flows is less than the carrying value of these assets.

REVENUE RECOGNITION

The Company recognizes revenue from product sales when the goods are shipped or delivered and title and risk of loss pass to the customer. Provisions for certain rebates, sales incentives, trade promotions, coupons, product returns and discounts to customers are accounted for as reductions in sales in the same period the related sales are recorded.

Sales returns are generally estimated and recorded based on historical sales and returns information. Products that exhibit unusual sales or return patterns due to dating, competition or other marketing matters are specifically investigated and analyzed as part of the accounting for sales return accruals. Sales returns allowances represent a reserve for products that may be returned due to expiration, destruction in the field, or in specific areas, product recall.

The returns reserve is based on historical return trends by product and by market as a percent to gross sales.

Promotional programs, such as product listing allowances and cooperative advertising arrangements, are recorded in the year incurred. Continuing promotional programs include coupons and volume-based sales incentive programs. The redemption cost of consumer coupons is based on historical redemption experience by product and value. Volume-based incentive programs are based on the estimated sales volumes for the incentive period and are recorded as products are sold. The Company also earns service revenue for co-promotion of certain products and includes it in sales to customers. Promotional arrangements are evaluated to determine the appropriate amounts to be deferred.

SHIPPING AND HANDLING

Shipping and handling costs incurred were $1,017 million, $934 million and $693 million in 2008, 2007 and 2006, respectively, and are included in selling, marketing and administrative expense. The amount of revenue received for shipping and handling is less than 0.5% of sales to customers for all periods presented.

INVENTORIES

Inventories are stated at the lower of cost or market determined by the first-in, first-out method.

INTANGIBLE ASSETS AND GOODWILL

SFAS No. 142 requires that goodwill and non-amortizable intangible assets be assessed annually for impairment. The Company completed the annual impairment test for 2008 in the fiscal fourth quarter and no impairment was determined. Future impairment tests will be performed annually in the fiscal fourth quarter, or sooner if a triggering event occurs.

Intangible assets that have finite useful lives continue to be amortized over their useful lives, and are reviewed for impairment when warranted by economic conditions. See Note 7 for further details on Intangible Assets.

FINANCIAL INSTRUMENTS

The Company follows the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if so, the type of hedge transaction.

The Company uses forward exchange contracts to manage its exposure to the variability of cash flows, primarily related to the foreign exchange rate changes of future intercompany product and third-party purchases of raw materials denominated in foreign currency. The Company also uses currency swaps to manage currency risk primarily related to borrowings. Both of these types of derivatives are designated as cash flow hedges. Additionally, the Company uses forward exchange contracts to offset its exposure to certain foreign currency denominated assets and liabilities. These forward exchange contracts are not designated as hedges and therefore, changes in the fair values of these derivatives are recognized currently in earnings, thereby offsetting the current earnings effect of the related foreign currency assets and liabilities.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		49

The designation as a cash flow hedge is made at the entrance date into the derivative contract. At inception, all derivatives are expected to be highly effective. Changes in the fair value of a derivative that is designated as a cash flow hedge and is highly effective are recorded in accumulated other comprehensive income until the underlying transaction affects earnings, and are then reclassified to earnings in the same account as the hedged transaction. The fair value of a derivative instrument (i.e., forward foreign exchange contract, currency swap) is the aggregation, by currency, of all future cash flows discounted to its present value at prevailing market interest rates and subsequently converted to the U.S. Dollar at the current spot foreign exchange rate.

On an ongoing basis, the Company assesses whether each derivative continues to be highly effective in offsetting changes in the cash flows of hedged items. If, and when, a derivative is no longer expected to be highly effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is included in current period earnings, and was insignificant in 2008, 2007 and 2006.

The Company documents all relationships between hedged items and derivatives. The overall risk management strategy includes reasons for undertaking hedge transactions and entering into derivatives. The objectives of this strategy are: (1) minimize foreign currency exposure’s impact on the Company’s financial performance; (2) protect the Company’s cash flow from adverse movements in foreign exchange rates; (3) ensure the appropriateness of financial instruments; and (4) manage the enterprise risk associated with financial institutions.

PRODUCT LIABILITY

Accruals for product liability claims are recorded, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. The accruals are adjusted periodically as additional information becomes available. As a result of cost and availability factors, effective November 1, 2005, the Company ceased purchasing third-party product liability insurance. Based on the availability of prior coverage, receivables for insurance recoveries related to product liability claims are recorded on an undiscounted basis, when it is probable that a recovery will be realized.

RESEARCH AND DEVELOPMENT

Research and development expenses are expensed as incurred. Upfront and milestone payments made to third-parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Payments made to third-parties subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the related product. Amounts capitalized for such payments are included in other intangibles, net of accumulated amortization.

ADVERTISING

Costs associated with advertising are expensed in the year incurred and are included in the selling, marketing and administrative expenses. Advertising expenses worldwide, which are comprised of television, radio, print media and Internet advertising, were $2.9 billion in 2008, $2.7 billion in 2007 and $1.9 billion in 2006.

INCOME TAXES

The Company intends to continue to reinvest its undistributed international earnings to expand its international operations; therefore, no U.S. tax expense has been recorded with respect to the undistributed portion not intended for repatriation. At December 28, 2008 and December 30, 2007, the cumulative amount of undistributed international earnings were approximately $27.7 billion and $23.7 billion, respectively.

Deferred income taxes are recognized for tax consequences of temporary differences by applying enacted statutory tax rates, applicable to future years, to differences between the financial reporting and the tax basis of existing assets and liabilities.

NET EARNINGS PER SHARE

Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock using the treasury stock method.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported. Estimates are used when accounting for sales discounts, rebates, allowances and incentives, product liabilities, income taxes, depreciation, amortization, employee benefits, contingencies and intangible asset and liability valuations. For instance, in determining annual pension and post-employment benefit costs, the Company estimates the rate of return on plan assets, and the cost of future health care benefits. Actual results may or may not differ from those estimates.

ANNUAL CLOSING DATE

The Company follows the concept of a fiscal year, which ends on the Sunday nearest to the end of the month of December. Normally each fiscal year consists of 52 weeks, but every five or six years, as will be the case in 2009, the fiscal year consists of 53 weeks.

RECLASSIFICATION

Certain prior period amounts have been reclassified to conform to current year presentation.

2. Inventories

At the end of 2008 and 2007, inventories were comprised of:



(Dollars in Millions)	2008		2007

Raw materials and supplies	$	839		905
Goods in process		1,372		1,384
Finished goods		2,841		2,821

	$	5,052		5,110


50		JOHNSON & JOHNSON 2008 ANNUAL REPORT

3. Property, Plant and Equipment

At the end of 2008 and 2007, property, plant and equipment at cost and accumulated depreciation were:



(Dollars in Millions)	2008		2007

Land and land improvements	$	886		756
Buildings and building equipment		7,720		7,913
Machinery and equipment		15,234		14,554
Construction in progress		3,552		3,243

		27,392		26,466
Less accumulated depreciation		13,027		12,281

	$	14,365		14,185

The Company capitalizes interest expense as part of the cost of construction of facilities and equipment. Interest expense capitalized in 2008, 2007 and 2006 was $147 million, $130 million and $118 million, respectively.

Depreciation expense, including the amortization of capitalized interest in 2008, 2007 and 2006, was $2.0 billion, $1.9 billion and $1.6 billion, respectively.

Upon retirement or other disposal of property, plant and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds are recorded in earnings.

4. Rental Expense and Lease Commitments

Rentals of space, vehicles, manufacturing equipment and office and data processing equipment under operating leases were approximately $309 million in 2008, $302 million in 2007 and $285 million in 2006.

The approximate minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at December 28, 2008 are:



(Dollars in Millions)									After
2009	2010		2011		2012		2013		2013		Total

$171		145		123		107		89		93		728

Commitments under capital leases are not significant.

5. Employee Related Obligations

At the end of 2008 and 2007, employee related obligations were:



(Dollars in Millions)	2008		2007

Pension benefits	$	4,382		2,014
Postretirement benefits		2,217		2,134
Postemployment benefits		870		1,119
Deferred compensation		772		740

Total employee obligations		8,241		6,007
Less current benefits payable		450		605

Employee related obligations — long-term	$	7,791		5,402

Prepaid employee related obligations of $136 million and $481 million for 2008 and 2007, respectively, are included in other assets on the consolidated balance sheet.

6. Borrowings

The components of long-term debt are as follows:



				Effective						Effective
(Dollars in Millions)	2008			Rate %			2007			Rate %

3% Zero Coupon Convertible Subordinated Debentures due 2020	$	183			3.00	%		178			3.00
4.95% Debentures due 2033		500			4.95			500			4.95
3.80% Debentures due 2013		500			3.82			500			3.82
6.95% Notes due 2029		294			7.14			294			7.14
6.73% Debentures due 2023		250			6.73			250			6.73
6.625% Notes due 2009		199			6.80			199			6.80
5.55% Debentures due 2017		1,000			5.55			1,000			5.55
5.95% Notes due 2037		995			5.99			995			5.99
5.50% Notes due 2024 (500 GBP1.4759) ⁽²⁾ /(500 GBP1.9944) ⁽³⁾		731	⁽²⁾		5.71			989	⁽³⁾		5.71
4.75% Notes due 2019 (1B Euro 1.4000) ⁽²⁾ / (1B Euro 1.4573) ⁽³⁾		1,390	⁽²⁾		5.35			1,447	⁽³⁾		5.35
5.15% Debentures due 2012		599			5.18			599			5.18
5.86% Debentures due 2038		700			5.86
5.15% Debentures due 2018		898			5.15
Other (Includes Industrial Revenue Bonds)		102			—			132			—

		8,341	⁽⁴⁾		5.46	⁽¹⁾		7,083	⁽⁴⁾		5.47	⁽¹⁾
Less current portion		221						9			—

	$	8,120						7,074


⁽¹⁾	Weighted average effective rate.
⁽²⁾	Translation rate at December 28, 2008.
⁽³⁾	Translation rate at December 30, 2007.
⁽⁴⁾	The excess of the fair value over the carrying value of debt was $1.4 billion in 2008 and $0.3 billion in 2007.

The Company has access to substantial sources of funds at numerous banks worldwide. In September 2008, the Company secured a new 364-day and 5-year Credit Facility. Total credit available to the Company approximates $7.7 billion of which $6.3 billion expires September 24, 2009, and $1.4 billion expires September 25, 2013. Interest charged on borrowings under the credit line agreements is based on either bids provided by banks, the prime rate or London Interbank Offered Rates (LIBOR), plus applicable margins. Commitment fees under the agreements are not material.

The Company filed a shelf registration with the Securities and Exchange Commission that became effective March 11, 2008 which enables the Company to issue an unlimited aggregate principal amount in debt securities and warrants to purchase debt securities. The Company issued bonds in June 2008 for a total of $1.6 billion for general corporate purposes.

On July 28, 2000, ALZA Corporation, a subsidiary of the Company, completed a private offering of the 3% Zero Coupon Convertible Subordinated Debentures, which were issued at a price of $551.26 per $1,000 principal amount at maturity. Under the terms of the 3% Debentures, holders are entitled to convert their debentures into approximately 15.0 million shares of Johnson & Johnson stock at a price of $40.102 per share. Approximately 11.4 million shares have been issued as of December 28, 2008, due to voluntary conversions by note holders. At the option of the holder, the 3% Debentures may be repurchased by the Company on July 28, 2013, at a purchase price equal to the issue price plus accreted original issue discount to such purchase date. The Company, at its option, may also redeem any or all of the 3% Debentures after July 28, 2003 at the issue price plus accreted original issue discount.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		51

Throughout 2008 the Company continued to have access to liquidity through the commercial paper market. Short-term borrowings and the current portion of long-term debt amounted to approximately $3.7 billion at the end of 2008, of which $3.1 billion was raised under the Commercial Paper Program. The remainder represents principally local borrowing by international subsidiaries.

Aggregate maturities of long-term obligations commencing in 2008 are:



(Dollars in Millions)									After
2009	2010		2011		2012		2013		2013

$221		22		18		620		507		6,953

7. Intangible Assets and Goodwill

At the end of 2008 and 2007, the gross and net amounts of intangible assets and goodwill were:



(Dollars in Millions)	2008		2007

Trademarks (non-amortizable) — gross	$	5,879		6,457
Less accumulated amortization		145		144

Trademarks (non-amortizable) — net	$	5,734		6,313

Patents and trademarks — gross	$	5,119		4,597
Less accumulated amortization		1,820		1,615

Patents and trademarks — net	$	3,299		2,982

Other intangibles — gross	$	7,376		7,399
Less accumulated amortization		2,433		2,054

Other intangibles — net	$	4,943		5,345

Subtotal intangible assets — gross	$	18,374		18,453
Less accumulated amortization		4,398		3,813

Subtotal intangible assets — net	$	13,976		14,640

Goodwill — gross	$	14,441		14,866
Less accumulated amortization		722		743

Goodwill — net	$	13,719		14,123

Total intangible assets and goodwill — gross	$	32,815		33,319
Less accumulated amortization		5,120		4,556

Total intangible assets and goodwill — net	$	27,695		28,763

Goodwill as of December 28, 2008 and December 30, 2007, as allocated by segment of business is as follows:



							Med Dev
(Dollars in Millions)	Consumer			Pharm			and Diag			Total

Goodwill at December 31, 2006	$	7,866			902			4,572			13,340

Acquisitions		3			—			449			452
Translation/other		256			62			13			331

Goodwill at December 30, 2007	$	8,125			964			5,034			14,123

Acquisitions		191			—			286			477
Translation/other		(842	)		(1	)		(38	)		(881	)

Goodwill at December 28, 2008	$	7,474			963			5,282			13,719

The weighted average amortization periods for patents and trademarks and other intangible assets are 16 years and 28 years, respectively. The amortization expense of amortizable assets for the fiscal years ended December 28, 2008, December 30, 2007 and December 31, 2006 was $788 million, $844 million and $594 million before tax, respectively. Certain patents and intangible assets were written down to fair value during fiscal years 2008, 2007 and 2006, with the resulting charge included in amortization expense.

The estimated amortization expense for the five succeeding years approximates $814 million before tax, per year. Substantially all of the amortization expense is included in cost of products sold.

8. Income Taxes

The provision for taxes on income consists of:



(Dollars in Millions)	2008			2007			2006

Currently payable:
U.S. taxes	$	2,334			2,990			3,625
International taxes		1,624			1,479			1,077

		3,958			4,469			4,702

Deferred:
U.S. taxes		126			(722	)		(726	)
International taxes		(104	)		(1,040	)		(442	)

		22			(1,762	)		(1,168	)

	$	3,980			2,707			3,534

A comparison of income tax expense at the U.S. statutory rate of 35% in 2008, 2007 and 2006, to the Company’s effective tax rate is as follows:



(Dollars in Millions)	2008			2007			2006

U.S.	$	6,579			5,237			8,110
International		10,350			8,046			6,477

Earnings before taxes on income:	$	16,929			13,283			14,587

Tax rates:
U.S. statutory rate		35.0	%		35.0			35.0
Puerto Rico and Ireland operations		(6.8	)		(8.8	)		(7.5	)
Research and orphan drug tax credits		(0.6	)		(0.8	)		(0.7	)
U.S. state and local		1.6			2.1			1.6
International subsidiaries excluding Ireland		(5.6	)		(7.3	)		(3.5	)
U.S. manufacturing deduction		(0.4	)		(0.3	)		(0.2	)
In process research and development (IPR&D)		0.4			2.1			0.6
U.S. Tax international income		(0.5	)		(1.9	)		(0.7	)
All other		0.4			0.3			(0.4	)

Effective tax rate		23.5	%		20.4			24.2

The Company has subsidiaries manufacturing in Ireland under an incentive tax rate. In addition, the Company has subsidiaries operating in Puerto Rico under various tax incentive grants. The increase in the 2008 tax rate was mainly attributed to increases in taxable income in higher tax jurisdictions relative to taxable income in lower jurisdictions. The decrease in the 2007 tax rate was mainly attributed to a business restructuring of certain international subsidiaries, resulting in a one-time benefit of $267 million, which reduced the effective tax rate by 2%.


52		JOHNSON & JOHNSON 2008 ANNUAL REPORT

Temporary differences and carry forwards for 2008 and 2007 are as follows:



	2008					2007
	Deferred Tax					Deferred Tax
(Dollars in Millions)	Asset		Liability			Asset		Liability

Employee related obligations	$	2,615					1,727
Stock based compensation		1,296					1,173
Depreciation				(523	)				(463	)
Non-deductible intangibles				(1,791	)				(1,554	)
International R&D capitalized for tax		1,914					1,773
Reserves & liabilities		688					1,155
Income reported for tax purposes		629					487
Miscellaneous international		1,357		(251	)		1,177		(127	)
Capitalized intangibles		74					89
Miscellaneous U.S.		1,754					542

Total deferred income taxes	$	10,327		(2,565	)		8,123		(2,144	)

The difference between the net deferred tax on income per the balance sheet and the net deferred tax above is included in taxes on income on the balance sheet. The 2008 deferred tax Miscellaneous U.S. includes current year tax receivables.

The Company adopted FIN No. 48, Accounting for Uncertainty in Income Taxes effective January 1, 2007. The Company had $1.7 billion of gross unrecognized tax benefits, as of December 30, 2007. The Company classifies liabilities for unrecognized tax benefits and related interest and penalties as long-term liabilities. Interest expense and penalties related to unrecognized tax benefits are classified as income tax expense. During the fiscal year ended December 28, 2008, the Company recognized $106 million of interest expense with an after-tax impact of $69 million. For the year ended December 30, 2007, the Company recognized $58 million of interest expense and $42 million of interest income with an after-tax impact of $10 million expense. The total amount of accrued interest was $227 million and $187 million in 2008 and 2007, respectively.

The following table summarizes the activity related to unrecognized tax benefits:



(Dollars in Millions)	2008			2007

Beginning of year	$	1,653			1,262
Increases related to current year tax positions		545			487
Increases related to prior period tax positions		87			77
Decreases related to prior period tax positions		(142	)		(117	)
Settlements		(137	)		(14	)
Lapse of statute of limitations		(28	)		(42	)

End of year	$	1,978			1,653

All of the unrecognized tax benefits of approximately $2.0 billion at December 28, 2008, if recognized, would affect the Company’s annual effective tax rate. The Company conducts business and files tax returns in numerous countries and currently has tax audits in progress with a number of tax authorities. The U.S. Internal Revenue Service (IRS) has completed its audit for the tax years through 2002. In other major jurisdictions where the Company conducts business, the years remain open generally back to the year 2002 with some jurisdictions remaining open as far back as 1995. The Company does not expect that the total amount of unrecognized tax benefits will significantly change over the next twelve months. The Company does not expect a significant payment within the next twelve months, and is not able to provide a reasonably reliable estimate of the timing of any future tax payments relating to uncertain tax positions.

9. International Currency Translation

For translation of its subsidiaries operating in non-U.S. Dollar currencies, the Company has determined that the local currencies of its international subsidiaries are the functional currencies except those in highly inflationary economies, which are defined as those which have had compound cumulative rates of inflation of 100% or more during the past three years, or where a substantial portion of its cash flows are not in the local currency.

In consolidating international subsidiaries, balance sheet currency effects are recorded as a component of accumulated other comprehensive income. This equity account includes the results of translating all balance sheet assets and liabilities at current exchange rates, except for those located in highly inflationary economies. The translation of balance sheet accounts for highly inflationary economies are reflected in the operating results.

An analysis of the changes during 2008, 2007 and 2006 for foreign currency translation adjustments is included in Note 12.

Net currency transaction and translation gains and losses included in other (income) expense were losses of $31 million, $23 million and $18 million in 2008, 2007 and 2006, respectively.

10. Common Stock, Stock Option Plans and
Stock Compensation Agreements

STOCK OPTIONS

At December 28, 2008, the Company had 14 stock-based compensation plans. The shares outstanding are for contracts under the Company’s 1995 and 2000 Stock Option Plans, the 2005 Long-Term Incentive Plan, the 1997 Non-Employee Director’s Plan and the Centocor, Innovasive Devices, ALZA, Inverness, and Scios Stock Option Plans. During 2008, no options or restricted shares were granted under any of these plans except under the 2005 Long-Term Incentive Plan.

The compensation cost recorded under SFAS No. 123(R) that has been charged against income for these plans was $627 million for 2008, $698 million for 2007 and $659 million for 2006. The total income tax benefit recognized in the income statement for share-based compensation costs was $210 million for 2008, $238 million for 2007 and $228 million for 2006. Share-based compensation costs capitalized as part of inventory were insignificant in all periods.

Stock options expire 10 years from the date of grant and vest over service periods that range from six months to five years. All options are granted at the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on the date of grant. Under the 2005 Long-Term Incentive Plan, the Company may issue up to 260 million shares of common stock. Shares available for future grants under the 2005 Long-Term Incentive Plan were 167.6 million at the end of 2008.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		53

The Company settles employee stock option exercises with treasury shares. Treasury shares are replenished throughout the year for the number of shares used to settle employee stock option exercises.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatility represents a blended rate of 4-year daily historical average volatility rate, and a 5-week average implied volatility rate based on at-the-money traded Johnson & Johnson options with a life of 2 years. Historical data is used to determine the expected life of the option. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant.

The average fair value of options granted was $7.66, $11.67 and $12.22 in 2008, 2007 and 2006, respectively. The fair value was estimated based on the weighted average assumptions of:



	2008			2007			2006

Risk-free rate		2.97	%		4.78	%		4.60	%
Expected volatility		15.0	%		14.7	%		19.6	%
Expected life	6.0		yrs		6.0	yrs		6.0	yrs
Dividend yield		2.90	%		2.50	%		2.50	%

A summary of option activity under the Plan as of December 28, 2008, December 30, 2007 and December 31, 2006 and changes during the years ending on those dates is presented below:



						Aggregate
				Weighted		Intrinsic
	Outstanding			Average		Value
(Shares in Thousands)	Shares			Exercise Price		(Dollars in Millions)

Shares at January 1, 2006		248,542			$53.05		$2,031

Options granted		28,962			58.38
Options exercised		(26,152	)		42.80
Options canceled/forfeited		(8,425	)		59.33

Shares at December 31, 2006		242,927			54.57		$2,788

Options granted		26,789			65.61
Options exercised		(33,224	)		45.92
Options canceled/forfeited		(7,863	)		63.00

Shares at December 30, 2007		228,629			56.83		$2,411

Options granted		22,428			61.80
Options exercised		(30,033	)		50.27
Options canceled/forfeited		(5,525	)		61.90

Shares at December 28, 2008		215,499			$58.14		$ 597

The total intrinsic value of options exercised was $506 million, $625 million and $542 million in 2008, 2007 and 2006, respectively. The total unrecognized compensation cost was $632 million as of December 28, 2008, $652 million as of December 30, 2007 and $649 million as of December 31, 2006. The weighted average period for this cost to be recognized was 1.06 years, 1.01 years and 0.99 years for 2008, 2007 and 2006, respectively.

The following table summarizes stock options outstanding and exercisable at December 28, 2008:



(Shares in Thousands)			Outstanding					Exercisable
						Average				Average
Exercise			Average			Exercise				Exercise
Price Range	Options		Life		⁽¹⁾	Price		Options		Price

$ 3.62-$29.07		325		1.5		$	18.00		325	$	18.00
$31.27-$40.08		349		0.9			35.22		349		35.22
$40.98-$50.08		11,263		1.1			49.61		11,263		49.61
$50.50-$52.11		19,600		1.8			50.70		19,600		50.70
$52.20-$53.77		23,759		4.1			52.22		23,759		52.22
$53.93-$54.89		27,992		5.0			53.93		27,992		53.93
$55.01-$58.25		27,803		3.1			57.30		27,775		57.30
$58.34-$66.08		69,136		8.0			61.90		815		62.76
$66.18-$68.37		35,272		6.1			66.20		33,084		66.19

		215,499		5.3		$	58.14		144,962	$	56.25


⁽¹⁾	Average contractual life remaining in years.

Stock options exercisable at December 30, 2007 and December 31, 2006 were 137,310 at an average price of $52.33 and an average life of 5.6 years and 131,077 at an average price of $50.23 and an average life of 5.9 years, respectively.

RESTRICTED SHARE UNITS

The Company grants restricted share units with a vesting period of three years. The Company settles employee stock issuance with treasury shares. Treasury shares are replenished throughout the year for the number of shares used for employee stock issuances.

A summary of share activity under the Plan as of December 28, 2008:



	Outstanding
(Shares in Thousands)	Shares

Shares at January 1, 2006		111
Shares granted		7,320
Shares issued		(33	)
Shares canceled/forfeited		(513	)

Shares at December 31, 2006		6,885
Shares granted		8,029
Shares issued		(33	)
Shares canceled/forfeited		(1,220	)

Shares at December 30, 2007		13,661
Shares granted		10,105
Shares issued		(40	)
Shares canceled/forfeited		(1,468	)

Shares at December 28, 2008		22,258

The average fair value of the restricted share units granted was $56.70, $60.86 and $54.17 in 2008, 2007 and 2006, respectively, using the fair market value at the date of grant. The fair value of restricted share units was discounted for dividends, which are not paid on the restricted share units during the vesting period. The fair value of restricted share units settled was $2.5 million, $1.8 million and $1.7 million in 2008, 2007 and 2006, respectively.


54		JOHNSON & JOHNSON 2008 ANNUAL REPORT

11. Segments of Business ⁽¹⁾ and Geographic Areas



	Sales to Customers ⁽²⁾
(Dollars in Millions)	2008		2007		2006

Consumer —
United States	$	6,937		6,408		4,573
International		9,117		8,085		5,201

Total		16,054		14,493		9,774

Pharmaceutical —
United States		14,831		15,603		15,092
International		9,736		9,263		8,175

Total		24,567		24,866		23,267

Medical Devices and Diagnostics —
United States		10,541		10,433		10,110
International		12,585		11,303		10,173

Total		23,126		21,736		20,283

Worldwide total	$	63,747		61,095		53,324



	Operating Profit									Identifiable Assets
(Dollars in Millions)	2008		⁽⁵⁾	2007		⁽⁶⁾	2006		⁽⁷⁾	2008		2007		2006

Consumer	$	2,674			2,277			1,374		$	23,765		26,550		25,380
Pharmaceutical		7,605			6,540			6,894			19,544		19,780		18,799
Medical Devices and Diagnostics		7,223			4,846			6,126			20,779		19,978		18,601

Total		17,502			13,663			14,394			64,088		66,308		62,780
Less: (Income) Expense not allocated to segments ⁽³⁾		573			380			(193	)
General corporate ⁽⁴⁾											20,824		14,646		7,776

Worldwide total	$	16,929			13,283			14,587		$	84,912		80,954		70,556



	Additions to Property,						Depreciation and
	Plant & Equipment						Amortization
(Dollars in Millions)	2008		2007		2006		2008		2007		2006

Consumer	$	499		504		344	$	489		472		255
Pharmaceutical		920		1,137		1,246		986		1,033		929
Medical Devices and Diagnostics		1,251		919		823		1,146		1,080		861

Segments total		2,670		2,560		2,413		2,621		2,585		2,045
General corporate		396		382		253		211		192		132

Worldwide total	$	3,066		2,942		2,666	$	2,832		2,777		2,177



	Sales to Customers ⁽²⁾						Long-Lived Assets ⁽⁸⁾
(Dollars in Millions)	2008		2007		2006		2008		2007		2006

United States	$	32,309		32,444		29,775	$	21,674		21,685		22,432
Europe		16,782		15,644		12,786		14,375		15,578		14,443
Western Hemisphere excluding U.S.		5,173		4,681		3,542		3,328		3,722		3,108
Asia-Pacific, Africa		9,483		8,326		7,221		1,898		1,261		1,206

Segments total		63,747		61,095		53,324		41,275		42,246		41,189
General corporate								785		702		543
Other non long-lived assets								42,852		38,006		28,824

Worldwide total	$	63,747		61,095		53,324	$	84,912		80,954		70,556


⁽¹⁾	See Note 1 for a description of the segments in which the Company operates.

⁽²⁾	Export sales are not significant. In 2008, 2007 and 2006, the Company did not have a customer that represented 10% of total revenues.

⁽³⁾	Amounts not allocated to segments include interest (income) expense, minority interest and general corporate (income) expense.

⁽⁴⁾	General corporate includes cash and marketable securities.

⁽⁵⁾	Includes $7 million and $174 million of In-Process Research and Development (IPR&D) for the Consumer and Medical Devices and Diagnostics segments, respectively. Includes $379 million of fourth quarter net litigation gain, comprised of a $50 million expense in the Consumer segment and a gain of $429 million in the Medical Devices and Diagnostics segment. The Medical Devices and Diagnostics segment also includes $536 million gain on the divestiture of the Professional Wound Care business of Ethicon, Inc.

⁽⁶⁾	Includes $745 million of restructuring expense, comprised of $15 million, $429 million, and $301 million for the Consumer, Pharmaceutical, and Medical Devices and Diagnostics segments, respectively. The Medical Devices and Diagnostics segment includes $807 million of IPR&D. The Pharmaceutical segment also includes $678 million for the write-down of the NATRECOR ^® intangible asset.

⁽⁷⁾	Includes $320 million and $239 million of IPR&D for the Consumer and Medical Devices and Diagnostics segments, respectively. The Medical Devices and Diagnostics segment also includes the Guidant acquisition agreement termination fee, less associated expenses, of $622 million.

⁽⁸⁾	Long-lived assets include property, plant and equipment, net for 2008, 2007 and 2006 of $14,365, $14,185 and $13,044, respectively, and intangible assets and goodwill, net for 2008, 2007 and 2006 of $27,695, $28,763 and $28,688, respectively.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		55

12. Accumulated Other Comprehensive Income

Components of other comprehensive income/(loss) consist of the following:



														Total
					Unrealized						Gains/			Accumulated
	Foreign				Gains/						(Losses) on			Other
	Currency				(Losses) on			Employee			Derivatives			Comprehensive
(Dollars in Millions)	Translation				Securities			Benefit Plans			& Hedges			Income/(Loss		)

January 1, 2006		$	(520	)		70			(320	)		15			(755	)
2006 changes
Net change due to hedging transactions			—			—			—			17
Net amount reclassed to net earnings			—			—			—			(23	)

Net 2006 changes			362			(9	)		(1,710	)		(6	)		(1,363	)

December 31, 2006		$	(158	)		61			(2,030	)		9			(2,118	)
2007 changes
Net change due to hedging transactions			—			—			—			(78	)
Net amount reclassed to net earnings			—			—			—			24

Net 2007 changes			786			23			670			(54	)		1,425

December 30, 2007		$	628			84			(1,360	)		(45	)		(693	)
2008 changes
Net change due to hedging transactions			—			—			—			94
Net amount reclassed to net earnings			—			—			—			72

Net 2008 changes			(2,499	)		(59	)		(1,870	)		166			(4,262	)

December 28, 2008		$	(1,871	)		25			(3,230	)		121			(4,955	)

Total comprehensive income for 2008 includes reclassification adjustment gains of $41 million realized from the sale of equity securities and the associated tax expense of $14 million.

Total comprehensive income for 2007 includes reclassification adjustment gains of $7 million realized from the sale of equity securities and the associated tax expense of $2 million.

Total other comprehensive income for 2006 includes reclassification adjustment gains of $13 million realized from the sale of equity securities and the associated tax expense of $4 million.

The tax effect on the unrealized gains/(losses) on the equity securities was an expense of $14 million, $46 million and $33 million in 2008, 2007 and 2006, respectively. The tax effect related to employee benefit plans was $1,090 million, $349 million and $891 million in 2008, 2007 and 2006, respectively. The tax effect on the gains/(losses) on derivatives and hedges are losses of $70 million in 2008, gains of $24 million in 2007, and losses of $4 million in 2006. See Note 15 for additional information relating to derivatives and hedging.

The currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in international subsidiaries.

13. Pensions and Other Benefit Plans

The Company sponsors various retirement and pension plans, including defined benefit, defined contribution and termination indemnity plans, which cover most employees worldwide. The Company also provides postretirement benefits, primarily health care, to all U.S. retired employees and their dependents.

Many international employees are covered by government-sponsored programs and the cost to the Company is not significant.

Retirement plan benefits are primarily based on the employee’s compensation during the last three to five years before retirement and the number of years of service. International subsidiaries have plans under which funds are deposited with trustees, annuities are purchased under group contracts, or reserves are provided.

The Company does not fund retiree health care benefits in advance and has the right to modify these plans in the future.

The Company uses the date of its consolidated financial statements (December 28, 2008 and December 30, 2007, respectively) as the measurement date for all U.S. and international retirement and other benefit plans.

In September 2006, Statement of Financial Accounting Standards (SFAS) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans was issued and amends further the disclosure requirements for pensions and other postretirement benefits. This Statement was an amendment of FASB Statements No. 87, 88, 106 and 132(R). The incremental effect of applying FASB No. 158 was a $1.7 billion reduction in Shareholder Equity, net of deferred taxes.


56		JOHNSON & JOHNSON 2008 ANNUAL REPORT

Net periodic benefit costs for the Company’s defined benefit retirement plans and other benefit plans for 2008, 2007 and 2006 include the following components:



	Retirement Plans									Other Benefit Plans
(Dollars in Millions)	2008			2007			2006			2008			2007			2006

Service cost	$	545			597			552		$	142			140			122
Interest cost		701			656			570			166			149			136
Expected return on plan assets		(876	)		(809	)		(701	)		(2	)		(2	)		(3	)
Amortization of prior service cost		10			10			10			(4	)		(7	)		(7	)
Amortization of net transition asset		2			1			(1	)		—			—			—
Recognized actuarial losses		62			186			251			64			66			74
Curtailments and settlements		7			5			4			—			—			—

Net periodic benefit cost	$	451			646			685		$	366			346			322

The net periodic benefit cost attributable to U.S. retirement plans was $220 million, $379 million and $423 million in 2008, 2007 and 2006, respectively.

Amounts expected to be recognized in net periodic benefit cost in the coming year for the Company’s defined benefit retirement plans and other postretirement plans:



(Dollars in Millions)
Amortization of net transition obligation	$	1
Amortization of net actuarial losses		236
Amortization of prior service cost		5

Unrecognized gains and losses for the U.S. pension plans are amortized over the average remaining future service for each plan. For plans with no active employees, they are amortized over the average

life expectancy. The amortization of gains and losses for the other U.S. benefit plans is determined by using a 10% corridor of the greater of the market value of assets or the projected benefit obligation. Total unamortized gains and losses in excess of the corridor are amortized over the average remaining future service.

Prior service costs/benefits for the U.S. pension plans are amortized over the remaining future service of plan participants at the time of the plan amendment. Prior service cost/benefit for the other U.S. benefit plans is amortized over the average remaining service to full eligibility age of plan participants at the time of the plan amendment.

The weighted-average assumptions in the following table represent the rates used to develop the actuarial present value of projected benefit obligation for the year listed and also the net periodic benefit cost for the following year.



	Retirement Plans							Other Benefit Plans
(Dollars in Millions)	2008			2007		2006		2008			2007		2006

U.S. Benefit Plans

Discount rate		6.50	%		6.50		6.00		6.50	%		6.50		6.00
Expected long-term rate of return on plan assets		9.00			9.00		9.00		9.00			9.00		9.00
Rate of increase in compensation levels		4.50			4.50		4.50		4.50			4.50		4.50
International Benefit Plans

Discount rate		6.00	%		5.50		5.00		7.25	%		6.50		6.00
Expected long-term rate of return on plan assets		8.00			8.25		8.00		—			—		—
Rate of increase in compensation levels		4.00			4.00		3.75		4.50			4.50		4.50

The Company’s discount rates are determined by considering current yield curves representing high quality, long-term fixed income instruments. The resulting discount rates are consistent with the duration of plan liabilities.

The expected long-term rate of return on plan assets assumption is determined using a building block approach, considering historical averages and real returns of each asset class. In certain countries, where historical returns are not meaningful, consideration is given to local market expectations of long-term returns.

The following table displays the assumed health care cost trend rates, for all individuals:



Health Care Plans	2008			2007

Health care cost trend rate assumed for next year		9.00	%		9.00
Rate to which the cost trend rate is assumed to decline (ultimate trend)		5.00	%		5.00
Year the rate reaches the ultimate trend rate		2015			2014

A one-percentage-point change in assumed health care cost trend rates would have the following effect:



	One-Percentage-		One-Percentage-
(Dollars in Millions)	Point Increase		Point Decrease

Health Care Plans

Total interest and service cost		$ 34		$ (28	)
Postretirement benefit obligation		320		(258	)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		57

The following table sets forth information related to the benefit obligation and the fair value of plan assets at year-end 2008 and 2007 for the Company’s defined benefit retirement plans and other postretirement plans:



	Retirement Plans						Other Benefit Plans
(Dollars in Millions)	2008			2007			2008			2007

Change in Benefit Obligation

Projected benefit obligation — beginning of year	$	12,002			11,660		$	2,721			2,668
Service cost		545			597			142			140
Interest cost		701			656			166			149
Plan participant contributions		60			62			—			—
Amendments		10			14			1			—
Actuarial (gains) losses		(318	)		(876	)		(124	)		(1	)
Divestitures & acquisitions		—			79			(2	)		8
Curtailments & settlements		(2	)		(46	)		—			—
Benefits paid from plan		(535	)		(481	)		(122	)		(255	)
Effect of exchange rates		(540	)		337			(17	)		12

Projected benefit obligation — end of year*	$	11,923			12,002		$	2,765			2,721

Change in Plan Assets

Plan assets at fair value — beginning of year	$	10,469			9,538		$	29			30
Actual return (loss) on plan assets		(2,787	)		743			(7	)		4
Company contributions		978			317			117			250
Plan participant contributions		60			62			—			—
Settlements		(1	)		(38	)		—			—
Divestitures & acquisitions		—			55			—			—
Benefits paid from plan assets		(535	)		(481	)		(122	)		(255	)
Effect of exchange rates		(507	)		273			—			—

Plan assets at fair value — end of year	$	7,677			10,469		$	17			29

Funded status at — end of year*	$	(4,246	)		(1,533	)	$	(2,748	)		(2,692	)

Amounts Recognized in the Company’s Balance Sheet consist of the following:

Non-current assets	$	136			481			—			—
Current liabilities		(45	)		(43	)		(212	)		(262	)
Non-current liabilities		(4,337	)		(1,971	)		(2,536	)		(2,430	)

Total recognized in the consolidated balance sheet — end of year	$	(4,246	)		(1,533	)	$	(2,748	)		(2,692	)

Amounts Recognized in Accumulated Other Comprehensive Income consist of the following:

Net actuarial (gain) loss	$	(2,064	)		1,027		$	(472	)		1,013
Prior service cost (credit)		5			51			31			(36	)
Unrecognized net transition asset		6			7			—			—

Total before tax effects	$	(2,053	)		1,085		$	(441	)		977

Accumulated Benefit Obligations — end of year*	$	10,357			10,282

Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income

Net periodic benefit cost	$	451			646		$	366			346

Net actuarial loss (gain)		3,344			(555	)		60			11
Amortization of net actuarial loss		(68	)		(435	)		(65	)		(13	)
Prior service cost		(11	)		(9	)		1			(34	)
Amortization of prior service cost		10			14			6			6
Effect of exchange rates		(102	)		23			(1	)		3

Total recognized in other comprehensive income, before tax	$	3,173			(962	)	$	1			(27	)

Total recognized in net periodic benefit cost and other comprehensive income	$	3,624			(316	)	$	367			319


*	The Company does not fund certain plans, as funding is not required. $1.2 billion of the projected benefit obligation, $1.2 billion of the underfunded status, and $0.9 billion of the accumulated benefit obligation for the fiscal years 2008 and 2007 relates to these unfunded pension plans.

Plans with accumulated benefit obligations in excess of plan assets consist of the following:



		Retirement Plans
(Dollars in Millions)	2008			2007

Accumulated benefit obligation	$	(9,885	)		(4,914	)
Projected benefit obligation		(11,379	)		(5,233	)
Plan assets at fair value		7,021			3,735


58		JOHNSON & JOHNSON 2008 ANNUAL REPORT

Strategic asset allocations are determined by country, based on the nature of the liabilities and considering the demographic composition of the plan participants (average age, years of service and active versus retiree status). The Company’s plans are considered

non-mature plans and the long-term strategic asset allocations are consistent with these types of plans. Emphasis is placed on diversifying equities on a broad basis combined with currency matching of the fixed income assets.

The following table displays the projected future benefit payments from the Company’s retirement and other benefit plans:



(Dollars in Millions)	2009			2010			2011			2012			2013			2014-2018

Projected future benefit payments

Retirement plans	$	489			485			523			543			571			3,480

Other benefit plans — gross	$	229			185			189			191			193			1,049
Medicare rebates		(9	)		(10	)		(11	)		(12	)		(13	)		(85	)

Other benefit plans — net	$	220		$	175		$	178		$	179		$	180		$	964

In 2008, the Company contributed $399 million and $579 million to its U.S. and international pension plans, respectively. In addition, the Company funded $450 million to its U.S. plans in the first two months of 2009.

In 2006, Congress passed the Pension Protection Act of 2006. The Act amended the Employee Retirement Income Security Act (ERISA) for plan years beginning after 2007 and established new minimum funding standards for U.S. employer defined benefit plans. The Company plans to continue to fund its U.S. defined benefit plans to comply with the Act.

International plans are funded in accordance with local regulations. Additional discretionary contributions are made when deemed appropriate to meet the long-term obligations of the plans. For certain plans, funding is not a common practice, as funding provides no economic benefit. Consequently the Company has several pension plans that are not funded.

The following table displays the projected future minimum contributions to the Company’s U.S. and international unfunded retirement plans. These amounts do not include any discretionary contributions that the Company may elect to make in the future.



(Dollars in Millions)	2009		2010		2011		2012		2013		2014-2018

Projected future contributions

Unfunded U.S. retirement plans	$	31		33		36		39		42		283

Unfunded International retirement plans	$	25		25		26		27		28		153

The Company’s retirement plan asset allocation at the end of 2008 and 2007 and target allocations for 2009 are as follows:



	Percent of						Target
	Plan Assets						Allocation
	2008			2007			2009

U.S. Retirement Plans

Equity securities		70	%		79	%		75	%
Debt securities		30			21			25

Total plan assets		100	%		100	%		100	%

International Retirement Plans

Equity securities		61	%		67	%		67	%
Debt securities		38			32			33
Real estate and other		1			1

Total plan assets		100	%		100	%		100	%

The Company’s other benefit plans are unfunded except for U.S. life insurance contract assets of $17 million and $29 million at December 28, 2008 and December 30, 2007, respectively.

The fair value of Johnson & Johnson common stock directly held in plan assets was $416 million (5.4% of total plan assets) at December 28, 2008 and $462 million (4.4% of total plan assets) at December 30, 2007.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		59

14. Cash, Cash Equivalents and Marketable Securities



	December 28, 2008						December 30, 2007
	Amortized		Unrealized		Estimated		Amortized		Unrealized		Estimated
(Dollars in Millions)	Cost		Gains/(Losses)		Fair Value		Cost		Gains/(Losses)		Fair Value

Current Investments

Cash	$	3,276		—		3,276		2,978		—		2,978
Government securities and obligations		7,486		4		7,490		2,722		1		2,723
Corporate debt securities		627		1		628		1,805		3		1,808
Money market funds		813		—		813		407		—		407
Time deposits		607		—		607		1,403		—		1,403

Total cash, cash equivalents and current marketable securities	$	12,809		5		12,814		9,315		4		9,319

Non-Current Investments

Marketable securities	$	4		—		4		2		—		2

As of December 28, 2008, current marketable securities consist of $1,663 million, $342 million and $36 million of government securities and obligations, corporate debt securities and time deposits, respectively.

As of December 30, 2007, current marketable securities consist of $251 million and $1,294 million of government securities and obligations and corporate debt, respectively.

CONCENTRATION OF CREDIT RISK

The Company invests its excess cash in both deposits with major banks throughout the world and other high-quality money market instruments. The Company has a policy of making investments only with commercial institutions that have at least an A (or equivalent) credit rating.

15. Financial Instruments

All derivative instruments are recorded on the balance sheet at fair value. See Note 23 for additional details.

As of December 28, 2008, the balance of deferred net gains on derivatives included in accumulated other comprehensive income was $121 million after-tax. For additional information, see Note 12. The Company expects that substantially all of this amount will be reclassified into earnings over the next 12 months as a result of transactions that are expected to occur over that period. The maximum length of time over which the Company is hedging transaction exposure is 18 months. The amount ultimately realized in earnings will differ as foreign exchange rates change. Realized gains and losses are ultimately determined by actual exchange rates at maturity of the derivative. Derivative gains/(losses), initially reported as a component of other comprehensive income, are reclassified to earnings in the period when the forecasted transactions affect earnings.

For the fiscal years ended December 28, 2008, December 30, 2007 and December 31, 2006, the net impact of hedge ineffectiveness, transactions not qualifying for hedge accounting and discontinuance of hedges, to the Company’s financial statements, was insignificant.

Refer to Note 12 for disclosures of movements in Accumulated Other Comprehensive Income.

16. Savings Plan

The Company has voluntary 401 (k) savings plans designed to enhance the existing retirement programs covering eligible employees. The Company matches a percentage of each employee’s contributions consistent with the provisions of the plan for which

he/she is eligible. Total Company matching contributions to the plans were $166 million in 2008, $169 million in 2007 and $158 million in 2006.

17. Mergers, Acquisitions and Divestitures

Certain businesses were acquired for $1,214 million in cash and $114 million of liabilities assumed during 2008. These acquisitions were accounted for by the purchase method and, accordingly, results of operations have been included in the financial statements from their respective dates of acquisition.

The 2008 acquisitions included: Amic AB, a privately held Swedish developer of in vitro diagnostic technologies for use in point-of-care and near-patient settings; Beijing Dabao Cosmetics Co., Ltd., a company that sells personal care brands in China; SurgRx, Inc., a privately held developer of the advanced bipolar tissue sealing system used in the ENSEAL ^® family of devices; HealthMedia, Inc., a privately held company that creates web-based behavior change interventions; LGE Performance Systems, Inc., a privately held company known as Human Performance Institute™, which develops science-based training programs to improve employee engagement and productivity and Omrix Biopharmaceuticals, Inc., a fully integrated biopharmaceutical company that develops and markets biosurgical and immunotherapy products.

The excess of purchase price over the estimated fair value of tangible assets acquired amounted to $891 million and has been assigned to identifiable intangible assets, with any residual recorded to goodwill. Approximately $181 million has been identified as the value of IPR&D associated with the acquisitions of Omrix Biopharmaceuticals, Inc., Amic AB, SurgRx, Inc. and HealthMedia, Inc.

The IPR&D charge related to the acquisition of Omrix Biopharmaceuticals, Inc. was $127 million and is associated with stand-alone and combination biosurgical technologies used to achieve hemostasis. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. Probability of success factors ranging from 60 – 90% were used to reflect inherent clinical and regulatory risk. The discount rate applied was 14%. As of the end of the 2008 fiscal year, 97.8% of the outstanding shares of Common Stock of Omrix Biopharmaceuticals, Inc. had been tendered by stockholders. Excluding shares that were tendered subject to guaranteed delivery procedures, 90.2% of the outstanding shares of Common Stock had been tendered. On December 30, 2008 the Company completed the acquisition of Omrix Biopharmaceuticals, Inc.

The IPR&D charge related to the acquisition of Amic AB was $40 million and is associated with point-of-care device and 4CAST Chip technologies. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. The discount rate applied was 20%.


60	JOHNSON & JOHNSON 2008 ANNUAL REPORT

The IPR&D charge related to the acquisition of SurgRx, Inc. was $7 million and is associated with vessel cutting and sealing surgical devices. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. Probability of success factors ranging from 90 – 95% were used to reflect inherent clinical and regulatory risk. The discount rate applied was 18%.

The IPR&D charge related to the acquisition of HealthMedia, Inc. was $7 million and is associated primarily with process enhancements to software technology. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. A probability of success factor of 90% was used to reflect inherent risk. The discount rate applied was 14%.

Certain businesses were acquired for $1,388 million in cash and $232 million of liabilities assumed during 2007. These acquisitions were accounted for by the purchase method and, accordingly, results of operations have been included in the financial statements from their respective dates of acquisition.

The 2007 acquisitions included: Conor Medsystems, Inc., a cardiovascular device company, with new drug delivery technology; Robert Reid, Inc., a Japanese orthopedic product distributor; and Maya’s Mom, Inc., a social media company.

The excess of purchase price over the estimated fair value of tangible assets acquired amounted to $636 million and has been assigned to identifiable intangible assets, with any residual recorded to goodwill. Approximately $807 million has been identified as the value of IPR&D associated with the acquisition of Conor Medsystems, Inc.

The IPR&D charge related to the acquisition of Conor Medsystems, Inc. was $807 million and is associated with research related to the discovery and application of the stent technology. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. The discount rate applied was 19%.

Certain businesses were acquired for $18.0 billion in cash and $1.3 billion of liabilities assumed during 2006. These acquisitions were accounted for by the purchase method and, accordingly, results of operations have been included in the financial statements from their respective dates of acquisition except as noted below.

On December 20, 2006, the Company completed the acquisition of the Consumer Healthcare business of Pfizer Inc. for a purchase price of $16.6 billion in cash. The operating results of the Consumer Healthcare business of Pfizer Inc. were reported in the Company’s financial statements beginning in 2007, as 2006 results subsequent to the acquisition date were not significant.

In order to obtain regulatory approval of the transaction, the Company agreed to divest certain overlapping businesses. The Company completed the divestiture of the ZANTAC ^® product on December 20, 2006 and the divestitures of KAOPECTATE ^® , UNISOM ^® , CORTIZONE ^® , BALMEX ^® and ACT ^® products on January 2, 2007.

The following table provides pro forma results of operations for the fiscal year ended December 31, 2006, as if the Consumer Healthcare business of Pfizer Inc. had been acquired as of the beginning of the period presented. The pro forma results include the effect of divestitures and certain purchase accounting adjustments such as the estimated changes in depreciation and amortization expense on the acquired tangible and intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the Consumer Healthcare business of Pfizer Inc. Accordingly, such amounts are not necessarily indicative of the results if the acquisition had occurred on the dates indicated or which may occur in the future.



(Unaudited)	Pro forma results
	Year ended
	December 31,
(Shares in Millions Except Per Share Data)	2006

Net sales	$	57,115
Net earnings	$	10,770
Diluted net earnings per share	$	3.64

The IPR&D charge related to the acquisition of the Consumer Healthcare business of Pfizer Inc. was $320 million on a pre-tax basis and $217 million on an after-tax basis and is primarily associated with rights obtained to the switch of ZYRTEC ^® from U.S. prescription to over-the-counter status. The switch was approved by the FDA effective November 2007. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. A probability of success factor of 95% was used to reflect inherent regulatory risk as of the acquisition date and the discount rate applied was 11%.

The Company completed the analysis of integration plans, pursuant to which the Company is incurring costs primarily related to the elimination of certain duplicate selling, general and administrative functions between the two companies in areas such as global business services, corporate staff and go-to-market support, as well as excess manufacturing capacity.

In addition to the acquisition of the Consumer Healthcare business of Pfizer Inc., 2006 acquisitions included: Animas Corporation, a leading maker of insulin infusion pumps and related products; Hand Innovations LLC, a privately held manufacturer of fracture fixation products for the upper extremities; Future Medical Systems S.A., a privately held company that primarily develops, manufactures and markets arthroscopic fluid management systems; Vascular Control Systems, Inc., a privately held company focused on developing medical devices to treat fibroids and to control bleeding in obstetric and gynecologic applications; Groupe Vendôme S.A., a privately held French marketer of adult and baby skin care products; ColBar LifeScience Ltd., a privately held company specializing in reconstructive medicine and tissue engineering and Ensure Medical, Inc., a privately held company that develops devices for post-catheterization closure of the femoral artery.

Excluding the acquisition of the Consumer Healthcare business of Pfizer Inc., the excess of purchase price over the estimated fair value of tangible assets acquired in 2006 amounted to $1,209 million and has been assigned to identifiable intangible assets, with any residual recorded to goodwill. Approximately $239 million has been identified as the value of IPR&D primarily associated with the acquisitions of Hand Innovations LLC, Future Medical Systems S.A., Vascular Control Systems, Inc., ColBar LifeScience Ltd. and Ensure Medical, Inc.

The IPR&D charge related to the acquisition of Hand Innovations LLC was $22 million and is associated with fracture repair technologies. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. Probability of success factors ranging from 38 – 95% were used to reflect inherent clinical and regulatory risk and the discount rate applied was 17%.

The IPR&D charge related to the acquisition of Future Medical Systems S.A. was $15 million and is associated with the NEXTRA and DUO PUMP product technologies. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. A probability of success factor of 90% for both technologies was used to reflect inherent clinical and regulatory risk and the discount rate applied was 22%.

The IPR&D charge related to the acquisition of Vascular Control Systems, Inc. was $87 million and is associated with the FLOSTAT system technology. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	61

A probability of success factor of 75% was used to reflect inherent clinical and regulatory risk and the discount rate applied was 21%.

The IPR&D charge related to the acquisition of ColBar LifeScience Ltd. was $49 million and is associated with the EVOLENCE ^® family of products, which are biodegradable dermal fillers. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. Probability of success factors ranging from 70 – 80% were used to reflect inherent clinical and regulatory risk and the discount rate applied was 21%.

The IPR&D charge related to the acquisition of Ensure Medical, Inc. was $66 million and is associated with the femoral artery closure device. The value of the IPR&D was calculated using cash flow projections discounted for the risk inherent in such projects. A probability of success factor of 75% was used to reflect inherent clinical and regulatory risk and the discount rate applied was 22%.

With the exception of the Consumer Healthcare business of Pfizer Inc., supplemental pro forma information for 2008, 2007 and 2006 per SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, is not provided, as the impact of the aforementioned acquisitions did not have a material effect on the Company’s results of operations, cash flows or financial position.

With the exception of the divestiture of the Professional Wound Care business of Ethicon, Inc., which resulted in a gain of $536 million before tax, and is recorded in other (income) expense, net, in 2008, divestitures in 2008, 2007 and 2006 did not have a material effect on the Company’s results of operations, cash flows or financial position.

18. Legal Proceedings

PRODUCT LIABILITY

The Company’s subsidiaries are involved in numerous product liability cases in the United States, many of which concern alleged adverse reactions to drugs and medical devices. The damages claimed are substantial, and while the Company is confident of the adequacy of the warnings and instructions for use that accompany such products, it is not feasible to predict the ultimate outcome of litigation. However, the Company believes that if any product liability results from such cases, it will be substantially covered by existing amounts accrued in the Company’s balance sheet and, where available, by third-party product liability insurance.

Multiple products of Johnson & Johnson subsidiaries are subject to numerous product liability claims and lawsuits, including ORTHO EVRA ^® , RISPERDAL ^® , DURAGESIC ^® , CYPHER ^® Stent and the CHARITÉ™ Artificial Disc. There are approximately 900 claimants who have pending lawsuits or claims regarding injuries allegedly due to ORTHO EVRA ^® , 507 with respect to RISPERDAL ^® , 267 with respect to CHARITÉ™, 85 with respect to CYPHER ^® and 65 with respect to DURAGESIC ^® . These claimants seek substantial compensatory and, where available, punitive damages.

With respect to RISPERDAL ^® , the Attorneys General of eight states and the Office of General Counsel of the Commonwealth of Pennsylvania have filed actions seeking reimbursement of Medicaid or other public funds for RISPERDAL ^® prescriptions written for off-label use, compensation for treating their citizens for alleged adverse reactions to RISPERDAL ^® , civil fines or penalties, punitive damages, or other relief. The Attorney General of Texas has joined a qui tam action in that state seeking similar relief. Certain of these actions also seek injunctive relief relating to the promotion of RISPERDAL ^® . The Attorneys General of more than 40 other states have indicated a potential interest in pursuing similar litigation against the Company’s Janssen subsidiary (now Ortho-McNeil-Janssen Pharmaceuticals Inc.) (OMJPI), and have obtained a tolling agreement staying the running of the statute of limitations while they inquire into the issues. In addition, there are six cases filed by union health plans seeking damages for

alleged overpayments for RISPERDAL ^® , several of which seek certification as class actions. In the case brought by the Attorney General of West Virginia, based on claims for alleged consumer fraud as to DURAGESIC ^® as well as RISPERDAL ^® , Janssen was found liable on motion, and damages are likely to be assessed at less than $20 million. Janssen intends to seek to appeal.

Numerous claims and lawsuits in the United States relating to the drug PROPULSID ^® , withdrawn from general sale by the Company’s Janssen subsidiary in 2000, have been resolved or are currently enrolled in settlement programs with an aggregate cap below $100 million. Litigation concerning PROPULSID ^® is pending in Canada, where a class action of persons alleging adverse reactions to the drug has been certified.

AFFIRMATIVE STENT PATENT LITIGATION

In patent infringement actions tried in Delaware Federal District Court in late 2000, Cordis Corporation (Cordis), a subsidiary of Johnson & Johnson, obtained verdicts of infringement and patent validity, and damage awards against Boston Scientific Corporation (Boston Scientific) and Medtronic AVE, Inc. (Medtronic) based on a number of Cordis vascular stent patents. In December 2000, the jury in the damage action against Boston Scientific returned a verdict of $324 million and the jury in the Medtronic action returned a verdict of $271 million. The Court of Appeals for the Federal Circuit has upheld liability in these cases, and on September 30, 2008, the district court entered judgments, including interest, in the amounts of $702 million and $521 million against Boston Scientific and Medtronic, respectively. Medtronic paid $472 million in October 2008, representing the judgment, net of amounts exchanged in settlement of a number of other litigations between the companies. The net settlement of $472 million was recorded as a credit to other (income) expense, net in the 2008 consolidated statement of earnings. The $702 million judgment against Boston Scientific is not reflected in the 2008 financial statements as Boston Scientific has appealed the judgments, and no amounts have been received.

Cordis also has two arbitrations against Medtronic seeking royalties for the sale of stent products introduced by Medtronic subsequent to December 2000 pursuant to a 1997 cross-license agreement between Cordis and Medtronic. The hearing on the first of these arbitrations will take place in March 2009.

In January 2003, Cordis filed a patent infringement action against Boston Scientific in Delaware Federal District Court accusing its Express2™, Taxus ^® and Liberte ^® stents of infringing the Palmaz patent that expired in November 2005. The Liberte ^® stent was also accused of infringing Cordis’ Gray patent that expires in 2016. In June 2005, a jury found that the Express2™, Taxus ^® and Liberte ^® stents infringed the Palmaz patent and that the Liberte ^® stent also infringed the Gray patent. Boston Scientific has appealed to the U.S. Court of Appeals for the Federal Circuit.

Cordis has filed several lawsuits in New Jersey Federal District Court against Guidant Corporation (Guidant), Abbott Laboratories, Inc. (Abbott), Boston Scientific and Medtronic alleging that the Xience V™ (Abbott), Promus™ (Boston Scientific) and Endeavor ^® (Medtronic) drug eluting stents infringe several patents owned by or licensed to Cordis. In October 2008, Cordis filed suit against Boston Scientific in Delaware Federal Court accusing the Taxus Liberte ^® stent of infringing the Gray patent.

PATENT LITIGATION AGAINST VARIOUS JOHNSON & JOHNSON SUBSIDIARIES

The products of various Johnson & Johnson subsidiaries are the subject of various patent lawsuits, the outcomes of which could potentially adversely affect the ability of those subsidiaries to


62	JOHNSON & JOHNSON 2008 ANNUAL REPORT

sell those products, or require the payment of past damages and future royalties.

In July 2005, a jury in Federal District Court in Delaware found that the Cordis CYPHER ^® Stent infringed Boston Scientific’s Ding ‘536 patent and that the Cordis CYPHER ^® and BX VELOCITY ^® Stents also infringed Boston Scientific’s Jang ‘021 patent. The jury also found both of those patents valid. Boston Scientific seeks substantial damages and an injunction in those actions. Cordis appealed. On January 15, 2009, the Court of Appeals for the Federal Circuit held the Ding patent invalid. It is expected that Boston Scientific will move for reconsideration. The appeal of the Jang patent case is still pending and if the judgment is upheld it will be remanded for a trial on the issues of damages and injunctive relief.

In Germany, Boston Scientific has several actions based on its Ding patents pending against the Cordis CYPHER ^® Stent. Cordis was successful in these actions at the trial level, but Boston Scientific has appealed. Boston Scientific has brought actions in Belgium, the Netherlands, Germany, France and Italy under its Kastenhofer patent, which purports to cover two-layer catheters such as those used to deliver the CYPHER ^® Stent, to enjoin the manufacture and sale of allegedly infringing catheters in those countries, and to recover damages. A decision by the lower court in the Netherlands in Boston Scientific’s favor was reversed on appeal in April 2007. Boston Scientific has filed an

appeal to the Dutch Supreme Court. In October 2007, Boston Scientific prevailed in the nullity action challenging the validity of the Kastenhofer patent filed by Cordis in Germany. Cordis has appealed. No substantive hearings have been scheduled in the French or Italian actions.

Trial in Boston Scientific’s U.S. case based on the Kastenhofer patent in Federal District Court in California concluded in October 2007 with a jury finding that the patent was invalid. The jury also found for Cordis on its counterclaim that sale by Boston Scientific of its balloon catheters and stent delivery systems infringe Cordis’ Fontirroche patent. The Court has denied Boston Scientific’s post trial motions and is considering the appropriate remedy for future infringement.

In May 2008, Centocor, Inc. (now COBI) filed a lawsuit against Genentech, Inc. (Genentech) in U.S. District Court for the Central District of California seeking to invalidate the Cabilly II patent. Prior to filing suit, Centocor had a sublicense under this patent from Celltech (who was licensed by Genentech) for REMICADE ^® and had been paying royalties to Celltech. Centocor has terminated that sublicense and stopped paying royalties. Genentech has filed a counterclaim alleging that REMICADE ^® infringes its Cabilly II patents and that the manufacture of REMICADE ^® , ustekinumab, golimumab and ReoPro infringe various of its patents relating to the purification of antibodies made through recombinant DNA techniques.

The following chart summarizes various patent lawsuits concerning products of Johnson & Johnson subsidiaries that have yet to proceed to trial:

J&J Product

Company

Patents

Plaintiff/
Patent Holder

Court

Trial Date

Date Filed

Two-layer Catheters

Cordis

Kastenhofer

Boston Scientific Corp.

Multiple European

09/07

Contact Lenses

Vision Care

Nicolson

CIBA Vision

M.D. FL

03/09

09/03

CYPHER ^® Stent

Cordis

Wall

E.D. TX

04/11

11/07

CYPHER ^® Stent

Cordis

Bonutti

MarcTec

S.D. IL

05/09

11/07

CYPHER ^® Stent

Cordis

Saffran

E.D. TX

01/11

10/07

Stent/Catheter Delivery Systems

Cordis/Ethicon

Schock

Cardio Access LLC

E.D. TX

06/08

LISTERINE ^® Tooth Whitening
Strips

McNeil-PPC

Sagel

Procter & Gamble

W.D. WI

05/08

Blood Glucose Meters and Strips

Lifescan

Wilsey

Roche Diagnostics

D. DE

11/07

REMICADE ^® , ustekinumab,
golimumab, ReoPro

Centocor

Cabilly II

Genentech

C.D. CA

05/08

* Trial date to be scheduled.

LITIGATION AGAINST FILERS OF ABBREVIATED NEW DRUG APPLICATIONS (ANDAs)

The following chart indicates lawsuits pending against generic firms that filed Abbreviated New Drug Applications (ANDAs) seeking to market generic forms of products sold by various subsidiaries of the Company prior to expiration of the applicable patents covering those products. These ANDAs typically include allegations of

non-infringement, invalidity and unenforceability of these patents. In the event the subsidiary of the Company involved is not successful in these actions, or the statutory 30-month stay expires before a ruling from the district court is obtained, the firms involved will have the ability, upon FDA approval, to introduce generic versions of the product at issue resulting in very substantial market share and revenue losses for the product of the Company’s subsidiary.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	63

As noted in the following chart, 30-month stays expired during 2006, 2007 and 2008, and will expire in 2009, 2010 and 2011 with respect to ANDA challenges regarding various products:

Brand Name

Patent/NDA

Generic

Trial

Date

30-Month

Product

Holder

Challenger

Court

Date

Filed

Stay Expiration

CONCERTA ^®

McNeil-PPC

Andrx

D. DE

12/07

09/05

None

18, 27, 36 and 54 mg controlled release tablet

ALZA

LEVAQUIN ^® 250, 500, 750 mg
tablet

Ortho-McNeil

Lupin

D. NJ

10/06

03/09

ORTHO TRI-CYCLEN ^® LO

Ortho-McNeil

Barr

D. NJ

10/03

02/06

0.18 mg/0.025 mg, 0.215 mg/
0.025 mg and 0.25 mg/
0.025 mg

Watson

D. NJ

10/08

03/11

RAZADYNE ^®

Janssen

Teva

D. DE

05/07

07/05

08/08

Mylan

D. DE

05/07

07/05

08/08

Dr. Reddy’s

D. DE

05/07

07/05

08/08

Purepac

D. DE

05/07

07/05

08/08

Barr

D. DE

05/07

07/05

08/08

AlphaPharm

D. DE

05/07

07/05

08/08

RAZADYNE ^® ER

Janssen

Barr

D. NJ

06/06

None

Sandoz

D. NJ

05/07

None

KV Pharma

D. NJ

12/07

05/10

ULTRAM ^® ER 100, 200, 300 mg
tablet

Ortho-McNeil

Par

D. DE

01/09

05/07

09/09

ULTRAM ^® ER 100 mg tablet

Ortho-McNeil-
Janssen

Impax

D. DE

08/08

01/11

* Trial date to be scheduled.

In the action against Barr Pharmaceuticals, Inc. (Barr) regarding ORTHO TRI-CYCLEN ^® LO, on January 22, 2008, the Company’s subsidiary Ortho Women’s Health & Urology, a Division of Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Barr agreed to a non-binding term sheet to settle the litigation, which settlement discussions are still underway. The trial court postponed the January 22, 2008 trial without setting a new trial date.

On October 16, 2008, the Company’s subsidiary Ortho-McNeil-Janssen Pharmaceuticals, Inc. (OMJPI) filed suit in Federal District Court in New Jersey against Watson Laboratories, Inc. (Watson) in response to Watson’s ANDA regarding ORTHO TRI-CYCLEN ^® LO.

In the action against Barr and AlphaPharm with respect to their ANDA challenges to the RAZADYNE ^® patent that Janssen licenses from Synaptech, Inc. (Synaptech), a four-day non-jury trial was held in the Federal District Court in Delaware in May 2007. On August 27, 2008, the court held that the patent was invalid because it was not enabled. Janssen and Synaptech have appealed the decision. Since the court’s decision, three generic companies have received final approvals for their products and have launched “at risk” pending appeal. Additional generic approvals and launches could occur at any time.

In the action by McNEIL-PPC, Inc. against Andrx Corporation (Andrx) with respect to its ANDA challenge to the CONCERTA ^® patents, a five-day non-jury trial was held in the Federal District Court in Delaware in December 2007. The Court has yet to issue its ruling in that action.

In the RAZADYNE ^® ER cases, a lawsuit was filed against Barr on the RAZADYNE ^® use patent that Janssen licenses from Synaptech in June 2006 and on the RAZADYNE ^® ER formulation patent in March 2007. Lawsuits (each for different dosages) were filed against KV Pharmaceutical Company (KV) on the RAZADYNE ^® ER formulation patent in December 2007 and June 2008. Suit was filed against Sandoz on the RAZADYNE ^® use patent that Janssen licenses from Synaptech in May 2007 and on the RAZADYNE ^® ER formulation patent in June 2008. In September 2008, the above-discussed Delaware decision invalidating the RAZADYNE ^® use patent resulted in entry of judgment for Barr on that patent, and the case against Sandoz on that patent has been

stayed pending appeal of the Delaware decision. Litigation against Barr, KV and Sandoz as to the RAZADYNE ^® ER formulation patent is proceeding. Barr has received FDA approval of its product and has launched “at risk.”

In the action against Lupin Pharmaceuticals, Inc. (Lupin) regarding its ANDA concerning LEVAQUIN ^® , Lupin contends that the United States Patent and Trademark Office improperly granted a patent term extension to the patent that Ortho-McNeil (now Ortho-McNeil-Janssen Pharmaceuticals, Inc.) (OMJPI) licenses from Daiichi Pharmaceuticals, Inc. (Daiichi). Lupin alleges that the active ingredient in LEVAQUIN ^® was the subject of prior marketing, and therefore was not eligible for the patent term extension. Lupin concedes validity and that its product would violate the patent if marketed prior to the expiration of the original patent term.

In the ULTRAM ^® ER actions, Ortho-McNeil (now OMJPI), filed lawsuits (each for different dosages) against Par Pharmaceuticals, Inc. and Par Pharmaceuticals Companies, Inc. (Par) in May, June and October 2007 on two Tramadol ER formulation patents owned by Purdue Pharma Products L.P. (Purdue) and Napp Pharmaceutical Group Ltd. (Napp). OMJPI also filed lawsuits (each for different dosages) against Impax Laboratories, Inc. (Impax) on a Tramadol ER formulation patent owned by Purdue and Napp in August and November 2008. Purdue, Napp and Biovail Laboratories International SRL (Biovail)(the NDA holder) joined as co-plaintiffs in the lawsuits against Par and Impax.

AVERAGE WHOLESALE PRICE (AWP) LITIGATION

Johnson & Johnson and several of its pharmaceutical subsidiaries, along with numerous other pharmaceutical companies, are defendants in a series of lawsuits in state and federal courts involving allegations that the pricing and marketing of certain pharmaceutical products amounted to fraudulent and otherwise actionable conduct because, among other things, the companies allegedly reported an inflated Average Wholesale Price (AWP) for the drugs at issue. Many of these cases, both federal actions and state actions removed to federal court, have been consolidated for pre-trial purposes in a Multi-District Litigation (MDL) in Federal District Court in Boston, Massachusetts. The plaintiffs in these cases include classes of private persons or entities that paid for any portion of the


64	JOHNSON & JOHNSON 2008 ANNUAL REPORT

purchase of the drugs at issue based on AWP, and state government entities that made Medicaid payments for the drugs at issue based on AWP.

The MDL Court identified classes of Massachusetts-only private insurers providing “Medi-gap” insurance coverage and private payers for physician-administered drugs where payments were based on AWP (“Class 2” and “Class 3”), and a national class of individuals who made co-payments for physician-administered drugs covered by Medicare (“Class 1”). A trial of the two Massachusetts-only class actions concluded before the MDL Court in December 2006. In June 2007, the MDL Court issued post-trial rulings, dismissing the Johnson & Johnson defendants from the case regarding all claims of Classes 2 and 3, and subsequently of Class 1 as well. The ruling is the subject of a pending appeal. AWP cases brought by various Attorneys General have proceeded to trial against other manufacturers. Cases including Johnson & Johnson subsidiaries are expected to be set for trial in 2009 and thereafter.

OTHER

In July 2003, Centocor (now COBI), a Johnson & Johnson subsidiary, received a request that it voluntarily provide documents and information to the criminal division of the U.S. Attorney’s Office, District of New Jersey, in connection with its investigation into various Centocor marketing practices. Subsequent requests for documents have been received from the U.S. Attorney’s Office. Both the Company and Centocor have responded to these requests for documents and information.

In December 2003, Ortho-McNeil (now OMJPI) received a subpoena from the U.S. Attorney’s Office in Boston, Massachusetts seeking documents relating to the marketing, including alleged off-label marketing, of the drug TOPAMAX ^® (topiramate). Additional subpoenas for documents have been received, and current and former employees have testified before a grand jury. Discussions are underway in an effort to resolve this matter, but whether agreement can be reached and on what terms is uncertain.

In January 2004, Janssen (now OMJPI) received a subpoena from the Office of the Inspector General of the U.S. Office of Personnel Management seeking documents concerning sales and marketing of, any and all payments to physicians in connection with sales and marketing of, and clinical trials for, RISPERDAL ^® (risperidone) from 1997 to 2002. Documents subsequent to 2002 have also been requested. An additional subpoena seeking information about marketing of and adverse reactions to RISPERDAL ^® was received from the U.S. Attorney’s Office for the Eastern District of Pennsylvania in November 2005. Subpoenas seeking testimony from various witnesses before a grand jury have also been received. Janssen is cooperating in responding to these subpoenas.

In September 2004, Ortho Biotech Inc. (now COBI), received a subpoena from the U.S. Office of Inspector General’s Denver, Colorado field office seeking documents directed to the sales and marketing of PROCRIT ^® (Epoetin alfa) from 1997 to the present, as well as to dealings with U.S. Oncology Inc., a healthcare services network for oncologists. Ortho Biotech (now COBI) has responded to the subpoena.

In September 2004, plaintiffs in an employment discrimination litigation initiated against the Company in 2001 in Federal District Court in New Jersey moved to certify a class of all African American and Hispanic salaried employees of the Company and its affiliates in the U.S., who were employed at any time from November 1997 to the present. Plaintiffs seek monetary damages for the period 1997 through the present (including punitive damages) and equitable relief. The Court denied plaintiffs’ class certification motion in December 2006 and their motion for reconsideration in April 2007. Plaintiffs sought to appeal these decisions and, in April 2008, the

Court of Appeals ruled that plaintiffs’ appeal of the denial of class certification was untimely. Plaintiffs are now engaged in further discovery of individual plaintiffs’ claims.

In March 2005, DePuy Orthopaedics, Inc. (DePuy), a Johnson & Johnson subsidiary, received a subpoena from the U.S. Attorney’s Office, District of New Jersey, seeking records concerning contractual relationships between DePuy and surgeons or surgeons-in-training involved in hip and knee replacement and reconstructive surgery. This investigation was resolved by DePuy and the four other leading suppliers of hip and knee implants in late September 2007 by agreements with the U.S. Attorney’s Office for the District of New Jersey. The settlements include an 18-month Deferred Prosecution Agreement (DPA), acceptance by each company of a monitor to assure compliance with the DPA and, with respect to four of the five companies, payment of settlement monies and entry into five year Corporate Integrity Agreements. DePuy paid $85 million as its settlement. In November 2007, the Attorney General of the Commonwealth of Massachusetts issued a civil investigative demand to DePuy seeking information regarding financial relationships between a number of Massachusetts-based orthopedic surgeons and providers and DePuy, which relationships had been publicly disclosed by DePuy pursuant to the DPA. In February 2008, DePuy received a written request for information from the U.S. Senate Special Committee on Aging, as a follow-up to earlier inquiries, concerning a number of aspects of the DPA.

In July 2005, Scios Inc. (Scios), a Johnson & Johnson subsidiary, received a subpoena from the U.S. Attorney’s Office, District of Massachusetts, seeking documents related to the sales and marketing of NATRECOR ^® . Scios is responding to the subpoena. In early August 2005, Scios was advised that the investigation would be handled by the U.S. Attorney’s Office for the Northern District of California in San Francisco. Additional requests for documents have been received and responded to and former and current Scios employees have testified before a grand jury in San Francisco.

In September 2005, Johnson & Johnson received a subpoena from the U.S. Attorney’s Office, District of Massachusetts, seeking documents related to sales and marketing of eight drugs to Omni-care, Inc., a manager of pharmaceutical benefits for long-term care facilities. The Johnson & Johnson subsidiaries involved responded to the subpoena. Several employees of the Company’s pharmaceutical subsidiaries have been subpoenaed to testify before a grand jury in connection with this investigation.

In November 2005, Amgen filed suit against Hoffmann-LaRoche, Inc. (Roche) in the U.S. District Court for the District of Massachusetts seeking a declaration that the Roche product CERA, which Roche has indicated it would seek to introduce into the United States, infringes a number of Amgen patents concerning EPO. Amgen licenses EPO for sale in the United States to Ortho Biotech (now COBI) for non-dialysis indications. Trial in this action concluded in October 2007 with a verdict in Amgen’s favor, finding the patents valid and infringed. The judge issued a preliminary injunction blocking the CERA launch, but said he was considering modifying that injunction to grant Roche a compulsory license that would allow it to launch in the U.S. if it paid a 22.5 percent royalty. In a subsequent decision, the district judge indicated he would not grant Roche a compulsory license.

In February 2006, Johnson & Johnson received a subpoena from the U.S. Securities & Exchange Commission (SEC) requesting documents relating to the participation by several Johnson & Johnson subsidiaries in the United Nations Iraq Oil for Food Program. The subsidiaries are cooperating with the SEC and U.S. Department of Justice (DOJ) in producing responsive documents.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	65

In September 2006, Janssen (now OMJPI) received a subpoena from the Attorney General of the State of California seeking documents regarding sales and marketing and side-effects of RISPERDAL ^® , as well as interactions with State officials regarding the State’s formulary for Medicaid-reimbursed drugs. Janssen (now OMJPI) has responded to the subpoena.

In February 2007, Johnson & Johnson voluntarily disclosed to the DOJ and the SEC that subsidiaries outside the United States are believed to have made improper payments in connection with the sale of medical devices in two small-market countries, which payments may fall within the jurisdiction of the Foreign Corrupt Practices Act (FCPA). In the course of continuing dialogues with the agencies, other issues potentially rising to the level of FCPA violations in additional markets have been brought to the attention of the agencies by the Company. The Company has provided and will continue to provide additional information to DOJ and SEC, and will cooperate with the agencies’ reviews of these matters. Law enforcement agencies of a number of other countries are also pursuing investigations of matters voluntarily disclosed by the Company to DOJ and SEC. Discussions are underway in an effort to resolve these matters, and the Iraq Oil for Food matter referenced above, but whether agreement can be reached and on what terms is uncertain.

In March 2007, the Company received separate subpoenas from the U.S. Attorney’s Office in Philadelphia, the U.S. Attorney’s Office in Boston and the U.S. Attorney’s Office in San Francisco. The subpoenas relate to investigations by these three offices referenced above concerning, respectively, sales and marketing of RISPERDAL ^® by Janssen (now OMJPI), TOPAMAX ^® by Ortho-McNeil (now OMJPI) and NATRECOR ^® by Scios. The subpoenas request information regarding the Company’s corporate supervision and oversight of these three subsidiaries, including their sales and marketing of these drugs. The Company responded to these requests. In addition, the U.S. Attorney’s office in Boston has issued subpoenas for grand jury testimony to several employees of Johnson & Johnson.

In May 2007, the New York State Attorney General issued a subpoena seeking information relating to the marketing and safety of PROCRIT ^® . The Company is responding to these requests.

In April 2007, the Company received two subpoenas from the Office of the Attorney General of the State of Delaware. The subpoenas seek documents and information relating to nominal pricing agreements. For purposes of the subpoenas, nominal pricing agreements are defined as agreements under which the Company agreed to provide a pharmaceutical product for less than ten percent of the Average Manufacturer Price for the product. The Company responded to these requests.

In January 2008, the European Commission (“EC”) began an industry-wide antitrust inquiry concerning competitive conditions within the pharmaceutical sector. Because this is a sector inquiry, it is not based on any specific allegation that the Company has violated EC competition law. The inquiry began with unannounced raids of a substantial number of pharmaceutical companies throughout Europe, including Johnson & Johnson affiliates. In March 2008, the EC issued detailed questionnaires to approximately 100 companies, including Johnson & Johnson affiliates. In November 2008, the EC issued a preliminary report summarizing its findings. The final report is expected in June or July of 2009.

In March 2008, the Company received a letter request from the Attorney General of the State of Michigan. The request seeks documents and information relating to nominal price transactions. The Company is responding to the request and will cooperate with the inquiry.

In June 2008, Johnson & Johnson received a subpoena from the United States Attorneys Office for the District of Massachusetts relating to the marketing of biliary stents by the Company’s Cordis subsidiary. Cordis is cooperating in responding to the subpoena.

In September 2008, Multilan AG, an indirect subsidiary of Schering-Plough Corporation, commenced arbitration against Janssen Pharmaceutica NV for an alleged wrongful termination of an agreement relating to payments in connection with termination of certain marketing rights. Multilan seeks declaratory relief, specific performance and damages. Multilan alleges that damages exceed € 700 million. The parties are in the process of selecting an arbitral tribunal.

In recent years the Company has received numerous requests from a variety of United States Congressional Committees to produce information relevant to ongoing congressional inquiries. It is the Company’s policy to cooperate with these inquiries by producing the requested information.

With respect to all the above matters, the Company and its subsidiaries are vigorously contesting the allegations asserted against them and otherwise pursuing defenses to maximize the prospect of success. The Company and its subsidiaries involved in these matters continually evaluate their strategies in managing these matters and, where appropriate, pursue settlements and other resolutions where those are in the best interest of the Company.

The Company is also involved in a number of other patent, trademark and other lawsuits incidental to its business. The ultimate legal and financial liability of the Company in respect to all claims, lawsuits and proceedings referred to above cannot be estimated with any certainty. However, in the Company’s opinion, based on its examination of these matters, its experience to date and discussions with counsel, the ultimate outcome of legal proceedings, net of liabilities accrued in the Company’s balance sheet, is not expected to have a material adverse effect on the Company’s financial condition, although the resolution in any reporting period of one or more of these matters could have a significant impact on the Company’s results of operations and cash flows for that period.


66	JOHNSON & JOHNSON 2008 ANNUAL REPORT

19. Earnings Per Share

The following is a reconciliation of basic net earnings per share to diluted net earnings per share for the fiscal years ended December 28, 2008, December 30, 2007 and December 31, 2006:



(Shares in Millions Except Per Share Data)	2008			2007			2006

Basic net earnings per share	$	4.62			3.67			3.76
Average shares outstanding — basic		2,802.5			2,882.9			2,936.4
Potential shares exercisable under stock option plans		179.0			178.6			207.0
Less: shares repurchased under treasury stock method		(149.6	)		(154.5	)		(186.3	)
Convertible debt shares		3.7			3.7			3.9

Adjusted average shares outstanding — diluted		2,835.6			2,910.7			2,961.0
Diluted net earnings per share	$	4.57			3.63			3.73

The diluted net earnings per share calculation includes the dilutive effect of convertible debt that is offset by the related reduction in interest expense of $4 million after tax for years 2008, 2007 and 2006.

Diluted net earnings per share excludes 59 million, 64 million and 43 million shares underlying stock options for 2008, 2007 and 2006, respectively, as the exercise price of these options was greater than their average market value, which would result in an anti-dilutive effect on diluted earnings per share.

20. Capital and Treasury Stock

Changes in treasury stock were:



(Amounts in Millions Except Treasury Stock	Treasury Stock
Number of Shares in Thousands)	Shares			Amount

Balance at January 1, 2006		145,364		$	5,965
Employee compensation and stock option plans		(26,526	)		(1,677	)
Conversion of subordinated debentures		(540	)		(36	)
Repurchase of common stock		108,314			6,722

Balance at December 31, 2006		226,612			10,974
Employee compensation and stock option plans		(33,296	)		(2,180	)
Conversion of subordinated debentures		(194	)		(13	)
Repurchase of common stock		86,498			5,607

Balance at December 30, 2007		279,620			14,388
Employee compensation and stock option plans		(29,906	)		(2,005	)
Conversion of subordinated debentures		(19	)		(1	)
Repurchase of common stock		100,970			6,651

Balance at December 28, 2008		350,665		$	19,033

Aggregate shares of Common Stock issued were approximately 3,120 million shares at the end of 2008, 2007 and 2006.

Cash dividends paid were $1.795 per share in 2008, compared with dividends of $1.620 per share in 2007 and $1.455 per share in 2006.

21. Selected Quarterly Financial Data (unaudited)

Selected unaudited quarterly financial data for the years 2008 and 2007 are summarized below:



	2008										2007
	First		Second			Third		Fourth			First			Second		Third			Fourth
(Dollars in Millions Except Per Share Data)	Quarter		Quarter		⁽¹⁾	Quarter		Quarter		⁽²⁾	Quarter		⁽³⁾	Quarter		Quarter		⁽⁴⁾	Quarter		⁽⁵⁾

Segment sales to customers
Consumer	$	4,064		4,036			4,099		3,855			3,496			3,564		3,623			3,810
Pharmaceutical		6,429		6,340			6,113		5,685			6,221			6,149		6,099			6,397
Med Devices & Diagnostics		5,701		6,074			5,709		5,642			5,320			5,418		5,248			5,750

Total sales	$	16,194		16,450			15,921		15,182			15,037			15,131		14,970			15,957

Gross profit		11,580		11,699			11,147		10,810			10,652			10,773		10,696			11,223
Earnings before provision for taxes on income		4,747		4,375			4,290		3,517			3,652			4,031		3,268			2,332
Net earnings		3,598		3,327			3,310		2,714			2,573			3,081		2,548			2,374

Basic net earnings per share	$	1.27		1.18			1.19		0.98			0.89			1.06		0.88			0.83

Diluted net earnings per share	$	1.26		1.17			1.17		0.97			0.88			1.05		0.88			0.82


⁽¹⁾	The second quarter of 2008 includes an after-tax charge of $40 million for IPR&D.

⁽²⁾	The fourth quarter of 2008 includes an after-tax charge of $141 million for IPR&D, $229 million after-tax of income from net litigation and $331 million after-tax gain on the divestiture of the Professional Wound Care business of Ethicon, Inc. The gain from the divestiture of the Professional Wound Care business of Ethicon, Inc. was reinvested in the business.

⁽³⁾	The first quarter of 2007 includes an after-tax charge of $807 million for IPR&D.

⁽⁴⁾	The third quarter of 2007 includes an after-tax charge of $528 million for restructuring.

⁽⁵⁾	The fourth quarter of 2007 includes an after-tax charge of $441 million for the NATRECOR ^® intangible asset write-down and a one-time tax gain of $267 million for restructuring. The lower tax rate is due to increases in taxable income in lower tax jurisdictions relative to taxable income in higher tax jurisdictions.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	67

22. Restructuring

In the third quarter of 2007, the Company announced restructuring initiatives in an effort to improve its overall cost structure. This action was taken to offset the anticipated negative impacts associated with generic competition in the Pharmaceutical segment and challenges in the drug-eluting stent market. The Company’s Pharmaceuticals segment has reduced its cost base by consolidating certain operations, while continuing to invest in recently launched products and its late-stage pipeline of new products. The Cordis franchise has moved to a more integrated business model to address the market changes underway with drug-eluting stents and to better serve the broad spectrum of its patients’ cardiovascular needs, while reducing its cost base. This program allowed the Company to accelerate steps to standardize and streamline certain aspects of its enterprise-wide functions such as human resources, finance and information technology to support growth across the business, while also leveraging its scale more effectively in areas such as procurement to benefit its operating companies. Additionally, as part of this program the Company plans to eliminate approximately 4,400 positions of which approximately 3,500 have been eliminated since the restructuring initiative was announced in 2007.

During the fiscal third quarter of 2007, the Company recorded $745 million in related pre-tax charges, of which, approximately $500 million of the pre-tax restructuring charges are expected to require cash payments. The $745 million of restructuring charges consists of severance costs of $450 million, asset write-offs of $272 million and $23 million related to leasehold obligations. The $272 million of asset write-offs relate to property, plant and equipment of $166 million, intangible assets of $48 million and other assets of $58 million.

The following table summarizes the severance charges and the associated spending:



(Dollars in Millions)	Severance

2007 severance charge	$	450
Cash outlays		(46	)

Reserve balance, December 30, 2007		404
Cash outlays		(226	)

Reserve balance, December 28, 2008*	$	178


*	Remaining reserve balance for severance is expected to be paid in accordance with the Company’s plans and local laws.

For additional information on the restructuring as it relates to the segments, see Note 11.

23. Fair Value Measurements

During the fiscal first quarter of 2008, the Company adopted SFAS No. 157, Fair Value Measurements except for non-financial assets and liabilities recognized or disclosed at fair value on a non-recurring basis, for which the effective date is fiscal years beginning after November 15, 2008. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

During the fiscal first quarter of 2008, the Company adopted SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits the Company to measure certain financial assets and financial liabilities at fair value. The Company assessed the fair value option made available upon adopting SFAS No. 159, and has elected not to apply the fair value option to any financial instruments that were not already recognized at fair value.

SFAS No. 157 defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The statement establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels within the hierarchy are described in the table below with level 1 having the highest priority and level 3 having the lowest.

The following table provides a summary of the significant assets and liabilities that are measured at fair value as of December 28, 2008.

Quoted

prices in

active

Significant

markets for

other

Significant

identical

observable

unobservable

assets

inputs

(Dollars in Millions)

December 28, 2008

Level 1

Level 2

Level 3

Assets:

Derivative instruments

1,432

—

1,432

—

Liabilities:

Derivative instruments

2,378

—

2,378

—

The Company uses forward exchange contracts to manage its exposure to the variability of cash flows, primarily related to the foreign exchange rate changes on future intercompany and third-party purchases of raw materials denominated in foreign currency. The Company also uses currency swaps to manage currency risk primarily related to borrowings. The fair value of derivative instruments is the aggregation, by currency, of all future cash flows discounted to present value at prevailing market interest rates, and subsequently converted to the United States dollar at the current spot foreign exchange rate. The Company does not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a material effect on the Company’s results of operations, cash flows or financial position. The Company did not have any other significant financial assets or liabilities, which would require revised valuations under SFAS No. 157 that are recognized at fair value.

24. Subsequent Events

On January 23, 2009, the Company completed the acquisition of Mentor Corporation for a net purchase price of $1.1 billion. Mentor Corporation is a leading supplier of medical products for the global aesthetic market.


68	JOHNSON & JOHNSON 2008 ANNUAL REPORT

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Johnson & Johnson:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, statements of equity, and statements of cash flows present fairly, in all material respects, the financial position of Johnson & Johnson and its subsidiaries (“the Company”) at December 28, 2008 and December 30, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 28, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying, “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over

financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

New York, New York
February 17, 2009

Management’s Report on Internal Control Over Financial Reporting

Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

Internal controls over financial reporting, no matter how well designed, have inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2008. In making this assessment, the Company

used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework.” These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal controls over financial reporting.

Based on the Company’s processes and assessment, as described above, management has concluded that, as of December 28, 2008, the Company’s internal control over financial reporting was effective.



William C. Weldon		Dominic J. Caruso
Chairman, Board of Directors, and Chief Executive Officer		Vice President, Finance, and Chief Financial Officer


JOHNSON & JOHNSON 2008 ANNUAL REPORT	69


Summary of Operations and Statistical Data 1998-2008
(Dollars in Millions Except Per Share Figures)	2008			2007			2006			2005			2004			2003			2002			2001			2000			1999			1998

Sales to customer — U.S.	$	32,309			32,444			29,775			28,377			27,770			25,274			22,455			19,825			17,316			15,532			12,901
Sales to customer — International		31,438			28,651			23,549			22,137			19,578			16,588			13,843			12,492			11,856			11,825			10,910

Total sales		63,747			61,095			53,324			50,514			47,348			41,862			36,298			32,317			29,172			27,357			23,811

Cost of products sold		18,511			17,751			15,057			14,010			13,474			12,231			10,498			9,622			8,987			8,559			7,711
Selling, marketing and administrative expenses		21,490			20,451			17,433			17,211			16,174			14,463			12,520			11,510			10,675			10,182			8,595
Research expense		7,577			7,680			7,125			6,462			5,344			4,834			4,094			3,704			3,186			2,821			2,538
Purchased in-process research and development		181			807			559			362			18			918			189			105			66			—			298
Interest income		(361	)		(452	)		(829	)		(487	)		(195	)		(177	)		(256	)		(456	)		(429	)		(266	)		(302	)
Interest expense, net of portion capitalized		435			296			63			54			187			207			160			153			204			255			186
Other (income) expense, net ⁽⁴⁾		(1,015	)		534			(671	)		(214	)		15			(385	)		294			185			(94	)		119			12
Restructuring		—			745			—			—			—			—			—			—			—			—			553

		46,818			47,812			38,737			37,398			35,017			32,091			27,499			24,823			22,595			21,670			19,591

Earnings before provision for taxes on income		16,929			13,283			14,587			13,116			12,331			9,771			8,799			7,494			6,577			5,687			4,220
Provision for taxes on income		3,980			2,707			3,534			3,056			4,151			2,923			2,522			2,089			1,813			1,554			1,196

Net earnings		12,949			10,576			11,053			10,060			8,180			6,848			6,277			5,405			4,764			4,133			3,024

Percent of sales to customers		20.3			17.3			20.7			19.9			17.3			16.4			17.3			16.7			16.3			15.1			12.7
Diluted net earnings per share of common stock	$	4.57			3.63			3.73			3.35			2.74			2.29			2.06			1.75			1.55			1.34			1.00
Percent return on average shareholders’ equity		30.2			25.6			28.3			28.2			27.3			27.1			26.4			24.0			25.3			26.0			21.6

Percent increase (decrease) over previous year:
Sales to customers		4.3			14.6			5.6			6.7			13.1			15.3			12.3			10.8			6.6			14.9			5.7
Diluted net earnings per share		25.9			(2.7	)		11.3			22.3			19.7			11.2			17.7			12.9			15.7			34.0			(1.0	)

Supplementary expense data:
Cost of materials and services ⁽¹⁾	$	29,346			27,967			22,912			22,328			21,053			18,568			16,540			15,333			14,113			13,922			11,779
Total employment costs		14,523			14,571			13,444			12,364			11,581			10,542			8,942			8,153			7,376			6,727			6,021
Depreciation and amortization		2,832			2,777			2,177			2,093			2,124			1,869			1,662			1,605			1,592			1,510			1,335
Maintenance and repairs ⁽²⁾		583			483			506			510			462			395			360			372			327			322			286
Total tax expense ⁽³⁾		5,558			4,177			4,857			4,285			5,215			3,890			3,325			2,854			2,517			2,221			1,845

Supplementary balance sheet data:
Property, plant and equipment, net		14,365			14,185			13,044			10,830			10,436			9,846			8,710			7,719			7,409			7,155			6,767
Additions to property, plant and equipment		3,066			2,942			2,666			2,632			2,175			2,262			2,099			1,731			1,689			1,822			1,610
Total assets		84,912			80,954			70,556			58,864			54,039			48,858			40,984			38,771			34,435			31,163			29,019
Long-term debt		8,120			7,074			2,014			2,017			2,565			2,955			2,022			2,217			3,163			3,429			2,652
Operating cash flow		14,972			15,022			14,248			11,799			11,089			10,571			8,135			8,781			6,889			5,913			5,104

Common stock information
Dividends paid per share	$	1.795			1.620			1.455			1.275			1.095			0.925			0.795			0.700			0.620			0.550			0.490
Shareholders’ equity per share	$	15.35			15.25			13.59			13.01			10.95			9.25			7.79			8.05			6.82			5.73			4.95
Market price per share (year-end close)	$	58.56			67.38			66.02			60.10			63.42			50.62			53.11			59.86			52.53			46.63			41.94
Average shares outstanding (millions) — basic		2,802.5			2,882.9			2,936.4			2,973.9			2,968.4			2,968.1			2,998.3			3,033.8			2,993.5			2,978.2			2,973.6
— diluted		2,835.6			2,910.7			2,961.0			3,002.8			2,992.7			2,995.1			3,049.1			3,089.3			3,075.2			3,090.4			3,067.0

Employees (thousands)		118.7			119.2			122.2			115.6			109.9			110.6			108.3			101.8			100.9			99.8			96.1


	⁽¹⁾	Net of interest and other income.

	⁽²⁾	Also included in cost of materials and services category.

	⁽³⁾	Includes taxes on income, payroll, property and other business taxes.

	⁽⁴⁾	2008 includes a $536 million before tax gain from the divestiture of the Professional Wound Care business of Ethicon, Inc. and a $379 million before tax net fourth quarter litigation gain. 2007 includes a $678 million before tax write-down related to the NATRECOR ^® intangible asset.


70		SUMMARY OF OPERATIONS AND STATISTICAL DATA

Shareholder Return Performance Graphs

Set forth below are line graphs comparing the cumulative total shareholder return on the Company’s Common Stock for periods of five years and ten years ending December 31, 2008, against the cumulative total return of the Standard & Poor’s 500 Stock Index, the Standard & Poor’s Pharmaceutical Index and the Standard & Poor’s Health Care Equipment Index. The graphs and tables assume that $100 was invested on December 31, 2003 and December 31, 1998 in each of the Company’s Common Stock, the Standard & Poor’s 500 Stock Index, the Standard & Poor’s Pharmaceutical Index and the Standard & Poor’s Health Care Equipment Index and that all dividends were reinvested.



	2003		2004		2005		2006		2007		2008
Johnson & Johnson	$	100.00		125.17		120.96		136.02		140.93		129.98
S&P 500 Index	$	100.00		110.88		116.32		134.69		142.09		89.52
S&P Pharmaceutical Index	$	100.00		92.57		89.46		103.64		108.46		88.73
S&P Health Care Equipment Index	$	100.00		112.62		112.68		117.33		123.35		89.25



	1998		1999		2000		2001		2002		2003		2004		2005		2006		2007		2008
Johnson & Johnson	$	100.00		112.47		128.44		146.43		134.90		132.04		165.27		159.73		179.60		186.09		171.63
S&P 500 Index	$	100.00		121.04		110.05		96.97		75.54		97.21		107.78		113.07		130.93		138.13		87.02
S&P Pharmaceutical Index	$	100.00		88.02		119.87		102.44		81.91		89.10		82.48		79.71		92.35		96.64		79.06
S&P Health Care Equipment Index	$	100.00		92.18		135.17		128.32		112.10		148.01		166.69		166.78		173.66		182.57		132.10


SHAREHOLDER RETURN PERFORMANCE GRAPHS	71

EXHIBIT 21

SUBSIDIARIES

Johnson & Johnson, a New Jersey corporation, had the domestic and international subsidiaries shown below as of December 28, 2008. Certain U.S. subsidiaries and international subsidiaries are not named because they were not significant in the aggregate. Johnson & Johnson has no parent.


		Jurisdiction of
Name of Subsidiary		Organization

U.S. Subsidiaries:
Advanced Sterilization Products Services Inc.		New Jersey
Advanced Technologies and Regenerative Medicine, LLC		Delaware
ALZA Corporation		Delaware
ALZA Development Corporation		California
ALZA Land Management, Inc.		Delaware
Animas Corporation		Delaware
Biosense Webster, Inc.		California
Centocor Biologics, LLC		Pennsylvania
Centocor, Inc.		Pennsylvania
Centocor Ortho Biotech Services LLC		New Jersey
Centocor Research & Development, Inc.		Pennsylvania
Closure Medical Corporation		Delaware
CNA Development LLC		Delaware
Codman & Shurtleff, Inc.		New Jersey
Conor Medsystems, LLC		Delaware
Cordis Corporation		Florida
Cordis Development Corporation		Florida
Cordis International Corporation		Delaware
Cordis LLC		Delaware
Cordis Neurovascular, Inc.		Florida
Crescendo Pharmaceuticals Corporation		Delaware
DePuy, Inc.		Delaware
DePuy Mitek, Inc.		Massachusetts
DePuy Orthopaedics, Inc.		Indiana
DePuy Products, Inc.		Indiana
DePuy Spine, Inc.		Ohio
DePuy Spine Sales Limited Partnership		Massachusetts
Diabetes Diagnostics, Inc.		Delaware
Ethicon Endo-Surgery, Inc.		Ohio
Ethicon Endo-Surgery, LLC		Delaware
Ethicon Endo-Surgery Services, L.P.		Texas
Ethicon, Inc.		New Jersey
Ethicon LLC		Delaware
Global Biologics Supply Chain, LLC		Pennsylvania
GUH Corporation		Delaware
GynoPharma Inc.		Delaware
Hand Innovations LLC		Delaware
HealthMedia, Inc.		Michigan
Innovational Holdings, LLC		Delaware
ISO Holding Corp.		Delaware


		Jurisdiction of
Name of Subsidiary		Organization

J&J Holdings (Nevada), Inc.		Nevada
Janssen Ortho LLC		Delaware
JJHC, LLC		Delaware
JNJ International Investment LLC		Delaware
Johnson & Johnson Baby Products, Inc.		Delaware
Johnson & Johnson Consumer Companies, Inc.		New Jersey
Johnson & Johnson Development Corporation		New Jersey
Johnson & Johnson Finance Corporation		New Jersey
Johnson & Johnson Health Care Systems Inc.		New Jersey
Johnson & Johnson International		New Jersey
Johnson & Johnson Japan Inc.		New Jersey
Johnson & Johnson • Merck Consumer Pharmaceuticals Co.		New Jersey
Johnson & Johnson (Middle East) Inc.		New Jersey
Johnson & Johnson Pharmaceutical Research & Development, L.L.C.		New Jersey
Johnson & Johnson Pharmaceutical Services, LLC		New Jersey
Johnson & Johnson Professional Co. (P.R.) Inc.		Delaware
Johnson & Johnson Sales and Logistics Company, LLC		New Jersey
Johnson & Johnson Services, Inc.		New Jersey
Johnson & Johnson Urban Renewal Associates		New Jersey
Johnson & Johnson Vision Care, Inc.		Florida
Joint Medical Products Corporation		Delaware
LGE Performance Systems, Inc.		Florida
LifeScan, Inc.		California
LifeScan LLC		Delaware
LifeScan Products, LLC		Delaware
LuMend, Inc.		Delaware
McNeil Consumer Healthcare Latin America LLC		Delaware
McNeil Healthcare LLC		Delaware
McNeil LA LLC		Delaware
McNeil Nutritionals, LLC		Delaware
McNEIL-PPC, Inc.		New Jersey
Middlesex Assurance Company Limited		Vermont
Neutrogena Corporation		Delaware
Nitinol Development Corporation		California
Noramco, Inc.		Georgia
OMJ Pharmaceuticals, Inc.		Delaware
Omrix Biopharmaceuticals, Inc.		Delaware
OraPharma, Inc.		Delaware
Ortho Biologics LLC		Delaware
Ortho Biotech Holding Corp.		Delaware
Ortho Biotech Inc.		New Jersey
Ortho Biotech Products, L.P.		New Jersey
Ortho-Clinical Diagnostics, Inc.		New York
Ortho-McNeil Finance Co.		Florida
Ortho-McNeil-Janssen Pharmaceuticals, Inc.		Pennsylvania
Patriot Pharmaceuticals, LLC		Pennsylvania
Rutan Realty LLC		New Jersey
Scios Inc.		Delaware


		Jurisdiction of
Name of Subsidiary		Organization

SurgRx, Inc.		Delaware
TERAMed Corporation		Delaware
Therapeutic Discovery Corporation		Delaware
The Tylenol Company		New Jersey
TransForm Pharmaceuticals, Inc.		Delaware
Veridex, LLC		Delaware
International Subsidiaries:
Alza Ireland Limited		Ireland
Amic AB		Sweden
Apsis S.A.S.		France
Beijing Dabao Cosmetics Co., Ltd.		China
Biosense Webster (Israel) Ltd.		Israel
Carlo Erba OTC S.r.l.		Italy
Centocor Biologics (Ireland)		Ireland
Centocor B.V.		Netherlands
Cilag Advanced Technologies GmbH		Switzerland
Cilag AG		Switzerland
Cilag de Mexico, S. de R.L. de C.V.		Mexico
Cilag GmbH International		Switzerland
Cilag Holding AG		Switzerland
Cilag Pharmaceuticals GmbH		Switzerland
Codman Sarl		Switzerland
ColBar LifeScience Ltd.		Israel
Cordis Cashel		Ireland
Cordis de Mexico, S.A. de C.V.		Mexico
Cordis Europa N.V.		Netherlands
Cordis Medizinische Apparate GmbH		Germany
Cordis S.A.S.		France
DePuy Ace Sarl		Switzerland
DePuy International Limited		United Kingdom
DePuy International (Holdings) Limited		United Kingdom
DePuy (Ireland)		Ireland
DePuy Mitek Sarl		Switzerland
DePuy Orthopadie GmbH		Germany
DePuy Spine Sarl		Switzerland
DePuy UK Holdings Limited		United Kingdom
EES Holdings de Mexico, S. de R. L. de C. V.		Mexico
EES, S.A. de C.V.		Mexico
Ethicon Ireland		Ireland
Ethicon Sarl		Switzerland
Ethicon SAS		France
Ethicon Women’s Health & Urology Sarl		Switzerland
Ethnor Del Istmo S.A.		Panama
Ethnor Farmaceutica, S.A.		Venezuela
FMS Future Medical System SA		Switzerland
GMED Health Care Limited		Ireland
Group Vendôme SAS		France
High Wycombe Property Management Limited		United Kingdom


		Jurisdiction of
Name of Subsidiary		Organization

Janssen-Cilag AB		Sweden
Janssen-Cilag A/S		Denmark
Janssen-Cilag AG		Switzerland
Janssen-Cilag B.V.		Netherlands
Janssen-Cilag Farmaceutica, Lda.		Portugal
Janssen-Cilag Farmaceutica Ltda.		Brazil
Janssen-Cilag GmbH		Germany
Janssen-Cilag Ltd.		Thailand
Janssen-Cilag Limited		United Kingdom
Janssen-Cilag NV		Belgium
Janssen-Cilag OY		Finland
Janssen-Cilag Pharmaceutical S.A.C.I.		Greece
Janssen-Cilag Pharma GmbH		Austria
Janssen-Cilag Polska, Sp. z o.o.		Poland
Janssen-Cilag Pty. Ltd.		Australia
Janssen-Cilag, S.A.		Spain
Janssen-Cilag, S.A. de C.V.		Mexico
Janssen-Cilag S.A.S.		France
Janssen-Cilag S.p.A.		Italy
Janssen Korea Ltd.		Korea
Janssen-Ortho Inc.		Canada
Janssen Pharmaceutica NV		Belgium
Janssen Pharmaceutica (Pty) Limited		South Africa
Janssen Pharmaceutical K.K.		Japan
Janssen Pharmaceutical		Ireland
J.C. General Services CVBA		Belgium
J-C Healthcare Ltd.		Israel
JHC Nederland B.V.		Netherlands
Johnson & Johnson AB		Sweden
Johnson & Johnson AG		Switzerland
Johnson & Johnson (China) Investment Co., Ltd.		China
Johnson & Johnson (China) Ltd.		China
Johnson & Johnson Consumer France SAS		France
Johnson & Johnson Consumer Healthcare S.r.l.		Italy
Johnson & Johnson Consumer (Hong Kong) Limited		Hong Kong
Johnson & Johnson Consumer Services EAME Ltd.		United Kingdom
Johnson & Johnson de Argentina S.A.C.e I.		Argentina
Johnson & Johnson de Colombia S.A.		Colombia
Johnson & Johnson de Mexico, S.A. de C.V.		Mexico
Johnson & Johnson de Venezuela, S.A.		Venezuela
Johnson & Johnson del Peru S.A.		Peru
Johnson & Johnson do Brasil Industria E Comercio de Produtos Para Saude Ltda.		Brazil
Johnson & Johnson European Treasury Company		Ireland
Johnson & Johnson (Egypt) S.A.E.		Egypt
Johnson & Johnson Finance Limited		United Kingdom
Johnson & Johnson Financial Services GmbH		Germany
Johnson & Johnson Gesellschaft m.b.H.		Austria
Johnson & Johnson GmbH		Germany


		Jurisdiction of
Name of Subsidiary		Organization

Johnson & Johnson Group Holdings G.m.b.H		Germany
Johnson & Johnson Hellas S.A.		Greece
Johnson & Johnson Hemisferica S.A.		Puerto Rico
Johnson & Johnson Holding GmbH		Germany
Johnson & Johnson (Hong Kong) Limited		Hong Kong
Johnson & Johnson Inc.		Canada
Johnson & Johnson Industrial Ltda.		Brazil
Johnson & Johnson International Financial Services Company		Ireland
Johnson & Johnson Kft.		Hungary
Johnson & Johnson K. K.		Japan
Johnson & Johnson Korea, Ltd.		Korea
Johnson & Johnson Limitada		Portugal
Johnson & Johnson Limited		India
Johnson & Johnson Limited		United Kingdom
Johnson & Johnson LLC		Russia
Johnson & Johnson Luxembourg Finance Company Sarl		Luxembourg
Johnson & Johnson Management Limited		United Kingdom
Johnson & Johnson Medical B.V.		Netherlands
Johnson & Johnson Medical (China) Ltd.		China
Johnson & Johnson Medical GmbH		Germany
Johnson & Johnson Medical Holding S.p.A.		Italy
Johnson & Johnson Medical Korea Limited		Korea
Johnson & Johnson Medical Limited		United Kingdom
Johnson & Johnson Medical Mexico, S.A. de C.V.		Mexico
Johnson & Johnson Medical NV		Belgium
Johnson & Johnson Medical Products GmbH		Austria
Johnson & Johnson Medical (Pty) Limited		South Africa
Johnson & Johnson Medical Pty Ltd.		Australia
Johnson & Johnson Medical (Shanghai) Ltd.		China
Johnson & Johnson Medical S.p.A.		Italy
Johnson & Johnson Medical (Suzhou) Ltd.		China
Johnson & Johnson (New Zealand) Limited		New Zealand
Johnson & Johnson Nordic AB		Sweden
Johnson & Johnson Pacific Pty. Limited		Australia
Johnson & Johnson Pakistan (Private) Limited		Pakistan
Johnson & Johnson (Philippines), Inc.		Philippines
Johnson & Johnson Poland Sp. z o.o		Poland
Johnson & Johnson, Prodaja medicinskih in farmacevtskih izdelkov, d.o.o.		Slovenia
Johnson & Johnson (Proprietary) Limited		South Africa
Johnson & Johnson Pte. Ltd.		Singapore
Johnson & Johnson Pty. Limited		Australia
Johnson & Johnson S.A.		Spain
Johnson & Johnson SDN. BHD.		Malaysia
Johnson & Johnson S.p.A		Italy
Johnson & Johnson, s.r.o.		Czech Republic
Johnson & Johnson, s.r.o.		Slovakia
Johnson & Johnson Swiss Finance Company Limited		United Kingdom
Johnson & Johnson Taiwan Ltd.		Taiwan


		Jurisdiction of
Name of Subsidiary		Organization

Johnson & Johnson (Thailand) Ltd.		Thailand
Johnson & Johnson Vision Care (Ireland) Limited		Ireland
Johnson & Johnson Vision Care (Shanghai) Ltd.		China
Laboratoires Polive S.N.C.		France
Laboratoires Vendome, SAS		France
Latam International Investment Company		Ireland
Latam Properties Holdings		Ireland
Lifescan Canada Ltd.		Canada
Lifescan Scotland Limited		United Kingdom
McNeil AB		Sweden
McNeil Comm. VA		Belgium
McNeil Consumer Healthcare GmbH		Germany
McNeil Consumer Healthcare, S.L.U.		Spain
McNeil Denmark ApS		Denmark
McNeil Esbjerg ApS		Denmark
McNeil GmbH & Co. oHG		Germany
McNeil Healthcare (UK) Limited		United Kingdom
McNeil Iberica S.L.U.		Spain
McNeil Limited		United Kingdom
McNeil Manufacturing Pty Ltd		Australia
McNeil Mexico, S. de R.L. de C.V.		Mexico
McNeil Products Limited		United Kingdom
McNeil Sante Grand Public		France
McNeil SAS		France
McNeil Sweden AB		Sweden
Medos International Sarl		Switzerland
Medos Sarl		Switzerland
OBTECH Medical Sarl		Switzerland
OMJ Ireland		Ireland
OMJ Manufacturing		Ireland
Ortho-Clinical Diagnostics		United Kingdom
Ortho-Clinical Diagnostics GmbH		Germany
Ortho-Clinical Diagnostics K.K.		Japan
Ortho-Clinical Diagnostics NV		Belgium
Ortho-Clinical Diagnostics S.A.S.		France
P.T. Johnson & Johnson Indonesia		Indonesia
Shanghai Johnson & Johnson Pharmaceuticals, Ltd.		China
Tasmanian Alkaloids Pty. Ltd.		Australia
Tibotec Pharmaceuticals		Ireland
Tibotec-Virco Comm. VA		Belgium
Tibotec-Virco Virology BVBA		Belgium
Turnbuckle Investment Company		Ireland
Vania Expansion, S.N.C.		France
Xian-Janssen Pharmaceutical Ltd.		China

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-129542, 333-124785, 333-106007, 333-104828, 333-96541, 333-87736, 333-67370, 333-59380, 333-39238, 333-94367, 333-86611, 333-40681, 333-38055, 333-26979, 333-00391, 33-59009, 33-57583, 33-52252, 33-40295, 33-40294, 33-32875) and Form S-3 (No. 333-149632, 333-138649, 333-104821, 333-67020, 333-91349) of Johnson & Johnson of our report dated February 17, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 17, 2009 relating to the financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York

February 19, 2009

EXHIBIT 31(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, William C. Weldon, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (the “report”) of Johnson & Johnson (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ William C. Weldon

William C. Weldon

Chief Executive Officer

Date: February 10, 2009

EXHIBIT 31(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Dominic J. Caruso, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (the “report”) of Johnson & Johnson (the “Company”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Dominic J. Caruso

Dominic J. Caruso

Chief Financial Officer

Date: February 10, 2009

EXHIBIT 32(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

The undersigned, William C. Weldon, the Chief Executive Officer of Johnson & Johnson, a New Jersey corporation (the “Company”), pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge:

(1) the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William C. Weldon

William C. Weldon

Chief Executive Officer

Dated: February 10, 2009

This certification is being furnished to the SEC with this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

EXHIBIT 32(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

The undersigned, Dominic J. Caruso, the Chief Financial Officer of Johnson & Johnson, a New Jersey corporation (the “Company”), pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge:

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dominic J. Caruso

Dominic J. Caruso

Chief Financial Officer

Dated: February 10, 2009

EXHIBIT 99

CAUTIONARY STATEMENT PURSUANT TO PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995 — “SAFE HARBOR” FOR FORWARD-LOOKING STATEMENTS

The Company may from time to time make certain forward-looking statements in publicly-released materials, both written and oral. 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 such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning in conjunction with, among other things, discussions of future operations, financial performance, the Company’s strategy for growth, product development, regulatory approvals, market position and expenditures.

Forward-looking statements are based on current expectations of future events. The Company cannot guarantee that any forward-looking statement will be accurate, although the Company believes that it has been reasonable in its expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. Furthermore, the Company does not undertake to update any forward-looking statements as a result of new information or future events or developments.

Some important factors that could cause the Company’s actual results to differ from the Company’s expectations in any forward-looking statements are as follows:

Economic factors, including inflation and fluctuations in interest rates and 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;

Challenges to the Company’s patents by competitors or allegations that the Company’s products infringe the patents of third parties, which could potentially affect the Company’s competitive position and ability to sell the products in question and require the payment of past damages and future royalties. In particular, generic drug firms have filed Abbreviated New Drug Applications seeking to market generic forms of most of the Company’s key pharmaceutical products, prior to expiration of the applicable patents covering those products. In the event that the Company is not successful in defending the resulting lawsuits, generic versions of the product at issue will be introduced, resulting in very substantial market share and revenue losses;

Financial distress and bankruptcies experienced by significant customers and suppliers that could impair their ability, as the case may be, to purchase the Company’s products, pay for products previously purchased or meet their obligations to the Company 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 communication systems, including computer viruses, that could impair the Company’s ability to conduct business and communicate internally and with its customers;

Health care changes in the U.S. and other countries resulting in pricing pressures, including the continued consolidation among health care providers, trends toward managed care and health care cost containment, the shift towards governments becoming the primary payers of health care expenses and government laws and regulations relating to sales and promotion, reimbursement and pricing generally;

Government laws and regulations, affecting U.S. and foreign operations, including those relating to securities laws compliance, trade, monetary and fiscal policies, taxes, price controls, regulatory approval of new products, licensing and patent rights, and possible drug reimportation legislation;

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 process obsolescence. The development of new and improved products is important to the Company’s success in all areas of its business;

Challenges and 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;

Significant litigation adverse to the Company including product liability claims, patent infringement claims and antitrust claims;

The health care industry has come under increased scrutiny by government agencies and state attorneys general and resulting investigations and prosecutions carry the risk of significant civil and criminal penalties, including debarment from government business;

Product efficacy or safety concerns, whether or not based on scientific evidence, resulting in product withdrawals, 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 the Company and externally in the pharmaceutical, medical device and health care industries; and

Issuance of new or revised accounting standards by the Financial Accounting Standards Board and the Securities and Exchange Commission.

The foregoing list sets forth many, but not all, of the factors that could impact upon the Company’s 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. The Company has identified the factors on this list as permitted by the Private Securities Litigation Reform Act of 1995.