Johnson & Johnson
JOHNSON & JOHNSON(Form: 10-K405/A, Received: 06/27/2000 17:21:02)      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 2, 2000 Commission file number 1-3215

J O H N S O N & J O H N S O N
(Exact name of registrant as
specified in its charter)
               New Jersey                               22-l024240
               (State of                             (I.R.S. Employer
             Incorporation)                         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

                                                   Name of each exchange on
     Title of each class                              which registered
    -------------------                            -----------------------
Common Stock, Par Value $1.00                      New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 X No

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 [ X ]

The aggregate market value of the voting stock held by non-affiliates of the registrant on February 22, 2000 was approximately $108.1 billion.

On February 22, 2000 there were 1,389,935,650 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II: Portions of registrant's annual report to shareowners for fiscal year 1999.

Part III: Portions of registrant's proxy statement for its 2000 annual meeting of shareowners.


2

SIGNATURES

Pursuant to the requirements of Section l3 of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:  June 27, 2000                           JOHNSON & JOHNSON
                                               (Registrant)

                                    By /s/ R. S. Larsen
                                       ---------------------------------------
                                    R. S. Larsen, Chairman, Board of Directors
                                                 and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of l934, 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/ R. S. Larsen                      Chairman,
-----------------------          Board of Directors and
       R. S. Larsen                 Chief Executive
                                 Officer, and Director
                                      (Principal
                                  Executive Officer)              June 27, 2000

/s/ R. J. Darretta                Vice President-Finance
-----------------------           (Principal Financial
       R. J. Darretta                  Officer)                   June 26, 2000


/s/ C. E. Lockett                      Controller                 June 27, 2000
-----------------------
       C. E. Lockett


/s/ G. N. Burrow                       Director                   June 26, 2000
-----------------------
       G. N. Burrow


/s/ J. G. Cooney                       Director                   June 22, 2000
-----------------------
       J. G. Cooney


/s/ J. G. Cullen                       Director                   June 23, 2000
-----------------------
       J. G. Cullen


/s/ M. J. Folkman                      Director                   June 22, 2000
--------------------------
       M. J. Folkman


1

3


     Signature                           Title                       Date
     ---------                           -----                       ----
   /s/ A. D. Jordan                   Director                    June 22, 2000
------------------------
       A. D. Jordan


                                      Director                    June   , 2000
------------------------
       A. G. Langbo


   /s/ J. S. Mayo                     Director                    June 22, 2000
------------------------
       J. S. Mayo


   /s/ L. F. Mullin                   Director                    June 23, 2000
-------------------------
       L. F. Mullin


   /s/ H. B. Schacht                  Director                    June 23, 2000
------------------------
       H. B. Schacht


   /s/ M. F. Singer                   Director                    June 23, 2000
------------------------
       M. F. Singer


   /s/ J. W. Snow                     Director                    June 22, 2000
------------------------
       J. W. Snow


   /s/ R. N. Wilson                   Vice Chairman,              June 27, 2000
------------------------              Board of Directors
       R. N. Wilson                     and Director


2

4

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(b)                    By-Laws of the Company, as amended effective April 23,
                        1999 -- Incorporated herein by reference to Exhibit 3 of
                        the Registrant's Form 10-Q Quarterly Report for the
                        quarter ended July 4, 1999.

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)                   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(c)                   1991 Stock Option Plan (as amended) -- Incorporated
                        herein by reference to Exhibit 10(c) of the
                        Registrant's Form 10-K Annual Report for the year ended
                        December 28, 1997.*

10(d)                   1986 Stock Option Plan (as amended) -- Incorporated
                        herein by reference to Exhibit 10(d) of the
                        Registrant's Form 10-K Annual Report for the year ended
                        December 28, 1997.*

10(e)                   1995 Stock Compensation Plan -- Incorporated herein by
                        reference to Exhibit 10(e) of the Registrant's Form 10-K
                        Annual Report for the year ended December 31, 1995.*

10(f)                   Executive Incentive Plan -- Incorporated herein by
                        reference to Exhibit 10(f) of the Registrant's Form 10-K
                        Annual Report for the year ended December 29, 1996.*

10(g)                   Domestic Deferred 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 29, 1996.*

10(h)                   Deferred Fee Plan for Directors (as amended) --
                        Incorporated herein by reference to Exhibit 10(h) of the
                        Registrant's Form 10-K Annual Report for the year ended
                        December 29, 1996.*

10(i)                   Executive Income Deferral Plan (as amended)--(1). *


3
5



10(j)                   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(k)                   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(l)                   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(m)                   Stock Option Gain Deferral Plan --(1). *

10(n)                   Estate Preservation Plan --(1). *

12                      -- Statement of Computation of Ratio of Earnings to
                        Fixed Charges -- (1).

13                      -- Pages 22-46 of the Company's Annual Report to
                        Shareowners for fiscal year 1999 (only those portions
                        of the Annual Report incorporated by reference in this
                        document are deemed "filed") - (1).

21                      -- Subsidiaries -- (1).

23                      -- Consent of Independent Auditors - (1).

27                      -- Financial Data Schedule for Year Ended January 2,
                        2000 - (1).

99(a)(i)                -- Form 11-K for the Johnson & Johnson Savings
                        Plan -- Filed with this document.

99(a)(ii)               -- Form 11-K for the Johnson & Johnson Retirement
                        Savings Plan -- Filed with this document.

99(a)(iii)              -- Form 11-K for the Johnson & Johnson Savings Plan for
                        Union Represented Employees -- Filed with this document

99(a) (iv)              -- Form 11-K for the Centocor Qualified Savings and
                        Retirement Plan -- Filed with this document.

99(b)                   -- Cautionary Statement pursuant to Private Securities
                        Litigation Reform  Act of 1995:  "Safe Harbor" for
                        Forward-Looking Statements -- (1).



(1) Incorporated herein by reference to the Exhibit bearing the same Exhibit Number in Registrant's Form 10-K Annual Report for the fiscal year ended January 2, 2000.

* Management contracts and compensatory plans and arrangements required to be filed as Exhibits to this form pursuant to Item 14(c) of the report.

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


 

1
Exhibit 99(a)(i)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

 

For the Fiscal Year Ended January 2, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215


JOHNSON & JOHNSON
SAVINGS PLAN

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)

2

Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:

Balance Sheets as of December 31, 1999 and 1998

Statement of Operations and Changes in Plan Equity for the years ended December 31, 1999 and 1998

Notes to Financial Statements

Supplemental Schedules:

Schedule of Investments at December 31, 1999

Schedule of 5% Reportable Transactions for the year ended December 31, 1999

Consent of PricewaterhouseCoopers LLP, dated June 23, 2000

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON & JOHNSON SAVINGS PLAN


By: /s/ R. J. Darretta
    ---------------------------------
    R. J. Darretta
    Chairman, Pension Committee


June 26, 2000

3

JOHNSON & JOHNSON SAVINGS PLAN


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998

4

JOHNSON & JOHNSON SAVINGS PLAN
INDEX


Report of Independent Accountants                                              2

Financial Statements:
     Statements of Net Assets Available for Benefits with
     Fund Information as of December 31, 1999 and 1998                         3-4

     Statements of Changes in Net Assets Available for
     Benefits with Fund Information for the Years Ended
     December 31, 1999 and 1998                                                5-6

Notes to Financial Statements                                                  7-18

Supplemental Schedules:
     Item 27a - Schedule of Assets Held For Investment Purposes
     at December 31, 1999                                                      19-20

     Item 27d - Schedule of Reportable Transactions for
     the Year Ended December 31, 1999                                          21

1

5

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committees of Johnson & Johnson

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Johnson & Johnson Savings Plan (the "Plan") as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 12, 2000

2

6

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1999
                                                -------------------------------------------------------------------------------

                                                                                PARTICIPANT DIRECTED
                                                -------------------------------------------------------------------------------
                                                                  Fixed         Intermediate

                                                  USGS Fund    Interest Fund      Bond Fund      Balanced Fund    J&J Stock Fund
                                                  ---------    -------------      ---------      -------------    --------------
ASSETS:
-------
Deposits in Group Annuity Contracts (Note 2)                    $ 619,495,943

Investments at Fair Value (Notes 2 and 6)                                                                        $1,274,441,036

Investments in Master Trust (Notes 2 and 6)     $ 28,246,092                      $29,024,706    $ 242,641,025

Accrued Dividends and Interest Receivable            137,293        3,351,875                                            20,684

Due From Johnson & Johnson

Assets Designated For Transfer (Note 2)

Hardship Loans to Participants
                                               -------------   --------------    ------------    -------------   --------------
Total Assets                                    $ 28,383,385    $ 622,847,818     $29,024,706    $ 242,641,025   $1,274,461,720
                                               =============   ==============    ============    =============   ==============



LIABILITIES:
------------

Accrued Expenses                                   $   7,875        $  13,551        $    560        $   4,674       $   24,742

Accrued Interest

Current Portion of Long Term Note

Long-Term Note Payable to J&J
                                               -------------    -------------    ------------    -------------   --------------

Total Liabilities                                      7,875           13,551             560            4,674           24,742
                                               -------------   --------------    ------------    -------------   --------------

Net Assets Available for Benefits               $ 28,375,510    $ 622,834,267     $29,024,146     $242,636,351   $1,274,436,978
                                               =============   ==============    ============    =============   ==============


                                                ------------------------------------------------


                                                 --------------------------------
                                                 Diversified      International

                                                 Equity Fund       Equity Fund       Loan Fund
                                                 -----------       -----------       ---------
ASSETS:
-------
Deposits in Group Annuity Contracts (Note 2)

Investments at Fair Value (Notes 2 and 6)

Investments in Master Trust (Notes 2 and 6)      $ 986,602,365      $37,668,554

Accrued Dividends and Interest Receivable              754,221                        $  684,389

Due From Johnson & Johnson

Assets Designated For Transfer (Note 2)

Hardship Loans to Participants                                                         6,657,875
                                                 -------------     ------------     ------------
Total Assets                                     $ 987,356,586      $37,668,554      $ 7,342,264
                                                 =============     ============     ============



LIABILITIES:
------------

Accrued Expenses                                    $  433,361         $    794

Accrued Interest

Current Portion of Long Term Note

Long-Term Note Payable to J&J
                                                 ---------------   ------------     ------------

Total Liabilities                                      433,361              794
                                                 -------------     ------------     ------------
Net Assets Available for Benefits                $ 986,923,225      $37,667,760      $ 7,342,264
                                                 =============     ============     ============


                                                   --------------------------------------------------

                                                        Employee Stock Ownership

                                                            Plan Trust Fund
                                                   ------------------------------         Total
                                                     Allocated        Unallocated       Savings Plan
                                                   --------------     -----------      --------------
ASSETS:
-------
Deposits in Group Annuity Contracts (Note 2)                                           $  619,495,943

Investments at Fair Value (Notes 2 and 6)          $  313,847,547     $209,286,879      1,797,575,462

Investments in Master Trust (Notes 2 and 6)                                             1,324,182,742

Accrued Dividends and Interest Receivable                  18,961           11,205          4,978,628

Due From Johnson & Johnson                                               5,272,782          5,272,782

Assets Designated For Transfer (Note 2)                30,948,281     (30,948,281)

Hardship Loans to Participants                                                              6,657,875
                                                   --------------   ----------------   --------------
Total Assets                                       $  344,814,789   $ 183,622,585      $3,758,163,432
                                                   ==============   ==============     ==============



LIABILITIES:
------------

Accrued Expenses                                                                       $      485,557

Accrued Interest                                                        $ 3667,289          3,667,289

Current Portion of Long Term Note                                        7,289,791          7,289,791

Long-Term Note Payable to J&J                                           39,278,957         39,278,957
                                                   --------------   --------------     --------------

Total Liabilities                                                       50,236,037         50,721,594
                                                   --------------   --------------     --------------
Net Assets Available for Benefits                  $  344,814,789   $  133,386,548     $3,707,441,838
                                                   ==============   ==============     ==============


See Notes to Financial Statements

3

7

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1998

                                                ----------------------------------------------------------------------------------

                                                                                  PARTICIPANT DIRECTED
                                                ----------------------------------------------------------------------------------
                                                                    Fixed         Intermediate

                                                  USGS Fund      Interest Fund    Bond Fund       Balanced Fund    J&J Stock Fund
                                                  ---------      -------------    ------------    -------------    ---------------
ASSETS:
-------
Deposits in Group Annuity Contracts (Note 2)                     $ 632,365,945

Investments at Fair Value (Notes 2 and 6)                                                                           $1,128,154,493

Investments in Master Trust (Notes 2 and 6)     $   29,463,932                    $ 34,191,309    $ 162,347,846

Accrued Dividends and Interest Receivable              129,053       3,277,090                                              29,633

Due From Johnson & Johnson

Assets Designated For Transfer (Note 2)

Hardship Loans to Participants
                                                --------------   -------------    ------------    -------------   ----------------

Total Assets                                    $   29,592,985   $ 635,643,035     $34,191,309    $ 162,347,846     $1,128,184,126
                                                --------------   -------------    ------------    -------------   ----------------



LIABILITIES:
------------
Accrued Expenses                                $       13,803   $      91,373     $     4,664    $      22,435     $      157,680

Accrued Interest

Current Portion of Long Term Note

Long-Term Note Payable to J&J
                                                 ---------------------------------------------------------------------------------


Total Liabilities                                       13,803          91,373           4,664           22,435            157,680
                                                 -------------   -------------     -----------    -------------   ----------------

Net Assets Available for Benefits                $  29,579,182   $ 635,551,662     $34,186,645    $ 162,325,411    $ 1,128,026,446
                                                 =============   =============    ============    =============   ================


                                                 ---------------------------------------------------------------------------------

                                                                                   Employee Stock Ownership
                                                 -------------
                                                 Diversified                           Plan Trust Fund                  Total
                                                                               ----------------------------------
                                                 Equity Fund      Loan Fund       Allocated       Unallocated        Savings Plan
                                                 -----------      ---------       ---------       -----------        ------------
ASSETS:
-------
Deposits in Group Annuity Contracts (Note 2)                                                                         $ 632,365,945

Investments at Fair Value (Notes 2 and 6)                                        $ 261,654,218    $ 222,956,246      1,612,764,957

Investments in Master Trust (Notes 2 and 6)    $  760,180,137                                                          986,183,224

Accrued Dividends and Interest Receivable           4,153,061    $    69,415            13,941           10,864          7,683,057

Due From Johnson & Johnson                                                                            6,101,554          6,101,554

Assets Designated For Transfer (Note 2)                                             25,503,960      (25,503,960)

Hardship Loans to Participants                                     7,082,452                                             7,082,452
                                               --------------    -----------    --------------   --------------     --------------

Total Assets                                   $  764,333,198    $ 7,151,867     $ 287,172,119    $ 203,564,704     $3,252,181,189
                                               --------------    -----------    --------------   --------------    ---------------



LIABILITIES:
------------
Accrued Expenses                                   $  390,223                                                            $ 680,178

Accrued Interest                                                                                  $   4,215,037          4,215,037

Current Portion of Long Term Note                                                                     6,955,528          6,955,528

Long-Term Note Payable to J&J                                                                        46,568,748         46,568,748
                                               --------------   ------------    --------------   --------------        -----------


Total Liabilities                                     390,223                                        57,739,313         58,419,491
                                               --------------   ------------    --------------   --------------        -----------

Net Assets Available for Benefits              $  763,942,975   $  7,151,867     $ 287,172,119    $ 245,825,391     $3,193,761,698
                                               ==============   ============    ==============   ==============     ==============

See Notes to Financial Statements

4

8

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1999

                                                          ---------------------------------------------------------------------
                                                                                           PARTICIPANT DIRECTED
                                                          ---------------------------------------------------------------------
                                                                         Fixed      Intermediate
                                                          USGS Fund  Interest Fund   Bond Fund    Balanced Fund  J&J Stock Fund
                                                         ----------- -------------  ------------  -------------  --------------

Employee Contributions (Note 3)                           $1,629,429   $19,653,404    $3,180,896    $16,445,043     $61,171,784

Employer Contributions (Note 3 and 9)                        428,788     5,601,257       853,262      4,366,018      18,248,831

Interest                                                   1,463,760    40,127,431     2,101,667      4,011,435         151,835

Dividends                                                                                                            14,777,191
                                                         ----------- -------------  ------------  -------------  --------------

Additions to (Deductions from) Plan Equity:                3,521,977    65,382,092     6,135,825     24,822,496      94,349,641
-------------------------------------------

Innotech  Transfer-In (10/99) (Note 1)                        43,111        13,522        10,422         83,755         117,543

Payments to Participants (Note 4)                         (2,470,088)  (37,803,734)   (2,597,174)    (8,257,630)    (78,184,356)

Change in Unrealized Net Appreciation of Investments                                  (1,127,037)    26,601,939      61,581,145

Realized Net Gain on Sale of Investments                                                (877,907)    29,675,778      56,460,832

Interest Expense

Administrative Expenses                                      (68,172)     (373,775)      (88,328)      (785,498)       (747,072)

Assets Transferred (Note 2)                               (2,230,500)  (39,935,980)   (6,618,300)     8,170,100      12,832,799
                                                         ----------- -------------  ------------  -------------  --------------

Net Increase (Decrease)                                   (1,203,672)  (12,717,875)   (5,162,499)    80,310,940     146,410,532

Net Assets Available for Benefits,
Beginning of Year                                         29,579,182   635,551,662    34,186,645    162,325,411   1,128,026,446
                                                         ----------- -------------  ------------  -------------  --------------

Net Assets Available for Benefits,
End of Year                                              $28,375,510  $622,833,787   $29,024,146   $242,636,351  $1,274,436,978
                                                         =========== =============  ============  =============  ==============

                                                         ----------------------------------------

                                                         --------------------------
                                                          Diversified  International
                                                          Equity Fund   Equity Fund    Loan Fund
                                                         ------------  -------------  -----------

Employee Contributions (Note 3)                           $51,881,825     $1,724,853

Employer Contributions (Note 3 and 9)                      13,936,300        434,923

Interest                                                                     155,320     $615,080

Dividends                                                  10,645,313
                                                         ------------  -------------  -----------

Additions to (Deductions from) Plan Equity:                76,463,438      2,315,096      615,080
-------------------------------------------
Innotech  Transfer-In (10/99) (Note 1)                        191,059          6,149

Payments to Participants (Note 4)                         (41,789,341)      (181,611)    (424,683)

Change in Unrealized Net Appreciation of Investments       74,704,075      7,674,513

Realized Net Gain on Sale of Investments                  113,737,242      1,860,524

Interest Expense

Administrative Expenses                                    (2,815,223)       (53,312)

Assets Transferred (Note 2)                                 2,489,000     26,046,401
                                                         ------------  -------------  -----------

Net Increase (Decrease)                                   222,980,250     37,667,760      190,397

Net Assets Available for Benefits,
Beginning of Year                                         763,942,975                   7,151,867
                                                         ------------  -------------  -----------

Net Assets Available for Benefits,
End of Year                                              $986,923,225    $37,667,760   $7,342,264
                                                         ============  =============  ===========


                                                      -------------------------------------------------
                                                        Employee Stock Ownership
                                                             Plan Trust Fund
                                                        -------------------------           Total
                                                         Allocated      Unallocated       Savings Plan
                                                        ------------   -------------     --------------

Employee Contributions (Note 3)                                                         $   155,687,234

Employer Contributions (Note 3 and 9)                                   $  5,272,782         49,142,161

Interest                                                 $   117,993          72,360         48,816,881

Dividends                                                    688,982       5,445,531         31,557,017
                                                        ------------   -------------     --------------

Additions to (Deductions from) Plan Equity:                  806,975      10,790,673        285,203,293
-------------------------------------------
Innotech  Transfer-In (10/99) (Note 1)                                                          465,561

Payments to Participants (Note 4)                        (12,333,034)                      (184,041,651)

Change in Unrealized Net Appreciation of Investments      52,114,532      (9,352,227)       212,196,940

Realized Net Gain on Sale of Investments                   8,199,865                        209,056,334

Interest Expense                                                          (4,269,437)        (4,269,437)

Administrative Expenses                                                                      (4,931,380)

Assets Transferred (Note 2)                                8,854,332      (9,607,852)
                                                        ------------   -------------     --------------

Net Increase (Decrease)                                   57,642,670     (12,438,843)       513,679,660

Net Assets Available for Benefits,
Beginning of Year                                        287,172,119     145,825,391      3,193,761,698
                                                        ------------   -------------     --------------

Net Assets Available for Benefits,
End of Year                                             $344,814,789    $133,386,548     $3,707,441,358
                                                        ============   =============     ==============

See Notes to Financial Statements

5
9

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1998

                                                          ---------------------------------------------------------------------
                                                                                           PARTICIPANT DIRECTED
                                                          ---------------------------------------------------------------------
                                                                         Fixed      Intermediate
                                                          USGS Fund  Interest Fund   Bond Fund    Balanced Fund  J&J Stock Fund
                                                         ----------- -------------  ------------  -------------  --------------


Employee Contributions (Note 3)                          $ 1,429,359 $  22,174,292  $  3,208,058  $  15,233,773  $   57,631,178

Employer Contributions (Note 3 and 9)                        432,990     6,675,429       862,892      4,085,683      15,930,284

Interest                                                   1,319,347    40,422,516     1,697,138      3,091,407         123,759

Dividends                                                                                                            12,716,300
                                                         ----------- -------------  ------------  -------------  --------------

Additions to (Deductions from) Net Assets:                 3,181,696    69,272,237     5,768,088     22,410,863      86,401,521
------------------------------------------
UltraCision Transfer-In (7/98) (Note 1)                      187,001        51,375                       17,018         161,539

Clinical Diagnostics Transfer-In (10/98) (Note 1)          6,900,030     8,383,866     2,006,692      6,486,945       7,352,413

Payments to Participants (Note  4)                        (2,835,340)  (33,642,754)     (928,359)    (6,299,485)    (49,520,871)

Change in Unrealized Net Appreciation of Investments                                    (360,448)    11,684,861     176,370,772

Realized Net Gain on Sale of Investments                                                 292,358      9,638,810      50,950,685

Interest Expense

Administrative Expenses                                      (49,351)     (438,965)      (70,957)      (514,817)       (704,201)

Assets Transferred (Note 2)                                 (705,695)  (29,780,065)    6,241,449      5,189,088      (6,330,091)
                                                         ----------- -------------  ------------  -------------  --------------

Net Increase (Decrease)                                    6,678,341    13,845,694    12,948,823     48,613,283     264,681,767

Net Assets Available for Benefits,
Beginning of Year                                         22,900,841   621,705,968    21,237,822    113,712,128     863,344,679
                                                         ----------- -------------  ------------  -------------  --------------

Net Assets Available for Benefits,
End of Year                                              $29,579,182 $ 635,551,662  $ 34,186,645  $ 162,325,411  $1,128,026,446
                                                         =========== =============  ============  =============  ==============

                                                         --------------------------------------------------------------------------
                                                                                    Employee Stock Ownership
                                                         ------------                    Plan Trust Fund
                                                          Diversified               -------------------------           Total
                                                          Equity Fund   Loan Fund    Allocated      Unallocated       Savings Plan
                                                         ------------  -----------  ------------   -------------     --------------


Employee Contributions (Note 3)                          $ 44,725,916                                                $  144,402,576

Employer Contributions (Note 3 and 9)                      12,299,744                              $   6,101,554         46,388,576

Interest                                                               $   528,053  $    101,758          79,368         47,363,346

Dividends                                                   8,829,920                    653,065       4,940,274         27,139,559
                                                         ------------  -----------  ------------   -------------     --------------

Additions to (Deductions from) Net Assets:                 65,855,580      528,053       754,823      11,121,196        265,294,057
------------------------------------------
UltraCision Transfer-In (7/98) (Note 1)                       227,676                                                       644,609

Clinical Diagnostics Transfer-In (10/98) (Note 1)          12,457,112       59,601                                       43,646,659

Payments to Participants (Note  4)                        (23,679,257)    (760,745)   (7,848,364)                      (125,515,175)

Change in Unrealized Net Appreciation of Investments       68,650,503                 70,761,168      24,853,465        351,960,321

Realized Net Gain on Sale of Investments                   64,047,658                  6,421,322                        131,350,833

Interest Expense                                                                                      (4,892,068)        (4,892,068)

Administrative Expenses                                    (1,523,643)                                                   (3,301,934)

Assets Transferred (Note 2)                                25,844,569                  9,331,121      (9,790,376)
                                                         ------------  -----------  ------------   -------------     --------------

Net Increase (Decrease)                                   211,880,198     (173,091)   79,420,070      21,292,217        659,187,302

Net Assets Available for Benefits,
Beginning of Year                                         552,062,777    7,324,958   207,752,049     124,533,174      2,534,574,396
                                                         ------------  -----------  ------------   -------------     --------------

Net Assets Available for Benefits,
End of Year                                              $763,942,975  $ 7,151,867  $287,172,119   $ 145,825,391     $3,193,761,698
                                                         ============  ===========  ============   =============     ==============

See Notes to Financial Statements

6

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JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Organization:

The Johnson & Johnson Savings Plan (the "Plan") is a defined contribution plan which was established on June 1, 1982 for eligible salaried and non-union hourly employees of Johnson & Johnson ("J&J" or the "Company") and certain domestic subsidiaries. The Plan was designed to enhance the existing retirement program of eligible employees. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained in two Master Trust accounts ("Johnson & Johnson Savings Plan Trust" and "Johnson & Johnson Pension Trust Fund") and transactions therein are executed by the trustee, Bankers Trust Company. The Johnson & Johnson Savings Plan Trust and the Johnson & Johnson Pension Trust Fund are allocated based upon the total of each individual participant's share of the Johnson & Johnson Savings Plan Trust and the Johnson & Johnson Pension Trust Fund.

Effective January 1, 1991, the Company implemented a Leveraged Employee Stock Ownership Plan ("ESOP") to supplement its existing 401(k) plan. The ESOP is a leveraged employee stock ownership plan and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended, and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended. The ESOP is used to fund an additional 25% match of employee contributions ("ESOP contribution"). Additionally, the Company may elect to fund the employer 50% match of employee directed contributions with ESOP leveraged shares.

Initial funding for the ESOP was made through an advance from Johnson & Johnson of $100 million, which was used to purchase 1,554,800 shares of J&J common stock on the open market (which equates to 6,219,200 shares when adjusted for subsequent stock splits). Of these shares, 2,206,210 (adjusted for stock splits) remain unallocated as of December 31, 1999. These shares are allocated to Plan participants under a formula set forth in the note agreement relating to the advance from J&J. Accordingly, the financial statements of the Plan for the years 1999 and 1998 present separately the assets and liabilities and changes therein pertaining to:

(a) the accounts of employees with vested rights in allocated stock (Allocated) and

(b) stock not yet allocated to employees (Unallocated).

Each participant is entitled to exercise voting rights attributable to the shares allocated to their account. The Company is entitled to exercise voting rights attributable to unallocated shares.

7
11

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

1. Organization (Continued):

In the third quarter of 1998, Johnson & Johnson incorporated a "dividend pass-through" feature into the Plan. This feature allows a participant to receive cash for dividends paid on certain shares owned through the plan. To receive a dividend pass-through, it is contingent on the ownership of shares in the Johnson & Johnson Stock Fund and it does not apply to any share owned in Employee Stock Ownership Plan Trust Fund. In order to receive dividend pass-through amounts, participant eligibility is based on the lesser of (a) 20% of the eligible compensation (annual base pay rate for the year plus 50% of prior calendar year commissions) and (b) IRS Pre-tax compensation limit ($10,000 in 1999) reduced by the estimated pre-tax contribution for the year (current pre-tax percentage multiplied by the eligible compensation for the year). For the 1999 and 1998 plan years, the dividend pass-through amounts recorded in the Plan statement of changes in net assets available for benefits as dividend income and payments to participants were $8,407,284 and $4,259,619 respectively.

On October 1, 1999, the assets of the Innotech 401(k) Retirement Plan were transferred into the Plan. On October 1, 1998 and December 1, 1998, the assets of the Clinical Diagnostics 401(k) Retirement Plan were transferred into the Plan; and on July 1, 1998, the assets of the UltraCision 401(k) Retirement Plan were transferred into the Plan.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund and the ESOP, administered by Bankers Trust Company, are valued at the average of the high and low market price on the last business day of the year. The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during which the contribution is made.

The investments in the US Government Securities (the "USGS Fund"), Fixed Interest, and Diversified Equity funds represent the Plan's share of assets in the Johnson & Johnson Savings Plan Trust ("Savings Plan Trust"). The USGS Fund consists of short-term obligations that are issued or guaranteed by the US Government. Investments are valued at cost which approximates market value. Deposits in group annuity contracts in the Fixed Interest Fund are recorded at their contract values which approximates fair value because these investments have fully benefit-responsive features. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by employer initiated events such as in connection with the sale of a business, may result in a distribution at other than contract value. There are no reserves against contract values for credit risk of contract issuers or otherwise.

8

12

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

The average yield of the Fixed Interest Fund was approximately 6.56% for 1999 and 6.71% for 1998. The crediting interest rate of the Fixed Interest Fund was approximately 6.63% for 1999 and 6.77% for 1998. The difference between the average yield and crediting interest rate is due to administrative charges paid by the Plan. The crediting interest rate for the investment contracts is either agreed-to in advance with the issuer or varies based on an agreed-to formula, but cannot be less than zero.

Equity investments and corporate obligations in the Diversified Equity Fund, managed by Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc., are traded on a national securities exchange and are valued at the last reported market sales price on the last business day of the year. Investments in the Diversified Equity Fund are purchased periodically by Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc. based on the prevailing market values of the underlying investments.

The Intermediate Bond Fund invests in various kinds of bonds, primarily corporate and U.S. government bonds. The Balanced Fund is invested in a mix of stocks, bonds, and real estate. The investment in these funds represents the Plan's share of the assets in the Johnson & Johnson Pension Trust Fund ("Pension Trust Fund"). These investments are stated at fair value. Generally, they represent securities traded on a national securities exchange which are valued at the last reported sales price on the last business day of the year.

In the first quarter of 1999, the Company incorporated an additional fund to the Plan, the International Equity Fund. The International Equity Fund, managed by American Express Management and Capital Guardian Trust Company, invests primarily in equities sold on foreign exchange markets. These investments are valued at the last reported market sales price on the last business day of the year. The investment in the fund represents the Plan's share of the assets in the Pension Trust Fund.

Participant loans are valued at cost, which approximates fair value.

Temporary cash investments are stated at redemption value which approximates fair value.

Transfers:

Transfers among funds, which are made at the participant's election, have been presented as assets transferred in the Statement of Changes in Net Assets Available for Benefits. With respect to the ESOP, transfers represent shares allocated to the participants.

9

13

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

Use of Estimates:

The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

Other:

Interest and dividend income is recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method. Administrative charges are allocated monthly bases on the quarterly percentage of assets in each of the six investment funds.

All third party administrative expenses are paid by the Plan, except cost of entering new investment vehicles which are paid primarily by Johnson & Johnson.

10

14

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

3. Contributions:

Participating employees may contribute a minimum of 3% up to a maximum of 20% of their base salary plus 50 percent of eligible commissions in combinations of pre- and post-tax contributions. Pre-tax contributions may not exceed the smaller of 20% of their base salary including 50 percent of eligible commissions or $10,000 in 1999 and 16% of their base salary including 50 percent of eligible commissions or $10,000 in 1998. The Company contributes to the Plan an amount equal to 75% of the employee directed contributions of the participants up to a maximum of 6% of the employee's base salary and 50 percent of eligible commissions.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of participants. Such contributions, with the exception of the ESOP contribution, are invested in any of the seven investment funds at the direction of the participating employees. The 25% ESOP contribution is invested in J&J stock, except for employees over 55 years of age who may choose the alternative investments. ESOP shares are released from the unallocated portion of the ESOP each February following the payment of the loan (see Note 9), in accordance with the ESOP Trust Agreement. Shares released, in accordance with the ESOP note agreement, may be more or less than shares earned by participants. In the accompanying statements of net assets available for benefits, shares earned by participants in excess of those allocated have been reflected in the accompanying financial statements as assets designated for transfer.

The number of participants invested in each fund at December 31, 1999 and 1998 was:

                                                   1999             1998
                                                 ---------        ---------
U.S. Government Securities Fund                      3,066            3,063
Fixed Interest Fund                                 16,310           17,580
Intermediate Bond Fund                               4,070            4,091
Balanced Fund                                       11,695           10,327
Johnson & Johnson Stock Fund                        29,507           27,360
Employee Stock Ownership Plan                       35,341           33,713
Diversified Equity Fund                             24,152           22,180
International Equity Fund                            2,697              N/A

Participants may elect to invest in more than one fund and can change investment direction once every three months. A total of 38,162 and 36,704 active and former employees had investments in the Plan for 1999 and 1998, respectively.

11

15

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

4. Participant Accounts and Benefits:

All participants are fully vested in their contributions and the Company match. The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance. Allocations are based on participant earnings on account balance, as defined.

Participants are allowed to withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

5. Loans to Participants:

Participants may borrow up to a maximum of 50% of their account balance or $50,000, whichever is less. Loans bear a market rate of interest plus 1% and are repayable within five years. Loans are secured by the balance in the participant accounts.

12

16

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments:

Investments held by the Plan as of December 31, 1999 are summarized as follows:


                                         Johnson & Johnson            Employee Stock Ownership
                                              Stock Fund                    Plan Trust Fund                      Combined
                                -------------------------------------------------------------------             ---------
                                  Fair Value          Cost            Fair Value        Cost           Fair Value         Cost
                                -------------------------------  ------------------------------   ---------------------------------
Johnson & Johnson Common Stock  $1,271,834,329     $556,635,747      $516,545,250    $86,999,081      $1,788,379,579   $662,469,734

Temporary Cash Investments           2,606,707        2,606,707         6,589,176      6,589,176           9,195,883      9,195,884
                                --------------   --------------   ---------------    -----------      --------------    -----------

                                $1,274,441,036     $559,242,454      $523,134,426    $93,588,257      $1,797,575,462   $671,665,618
                                ==============   ==============   ===============    ===========      ==============   ============

The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 99.4% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Savings Plan Trust on behalf of the Plan and the Johnson & Johnson Savings Plan for Union Represented Employees are summarized as follows:


Description                                          Fair Value          Cost
-----------                                        --------------    --------------
USGS Fund:
   U.S. Government Securities - Short Term         $   29,313,150    $   29,313,150
   Other*                                                 142,201           142,201

Fixed Interest Fund:
   Deposits in Group Annuity Contracts                621,653,591       621,653,591
   Other*                                              3,363,553          3,363,553

Diversified Equity Fund:
   Common Stocks                                      992,698,523       700,989,649
   Other*                                                 758,881           758,881
                                                   --------------    --------------
                                                   $1,647,929,899    $1,356,221,025
                                                   ==============    ==============

* Other consists of interest and/or dividends receivable.

13

17

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments, (continued):

As of December 31, 1999, the investments in the Intermediate Bond, Balanced and International Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 7.9% of fair value) held by the Johnson & Johnson Pension Trust Fund. Total investments held by the Pension Trust Fund on behalf of the Plan and the various Johnson & Johnson Pension Plans are summarized as follows:

              Description                          Fair Value              Cost
              -----------                       -------------     -------------

U.S. Government Securities - Short Term        $   19,517,115    $   19,433,889

U.S. Government Securities - Long Term            310,817,373       317,925,206

Corporate Bonds & Notes - Long Term               202,228,167       215,804,216

Common Stocks:
    Johnson & Johnson                             421,228,900        23,727,279
    Other                                       2,582,214,040     1,799,521,532

Preferred Stocks                                   21,154,649        13,841,946

Commingled Investment Funds                       234,314,860       195,153,996

Temporary Investments                              99,507,974       100,313,591

Other                                              24,206,592        24,231,052
                                               --------------    --------------
                                               $3,915,189,670    $2,709,952,707
                                               ==============    ==============

Investments held by the Plan as of December 31, 1998 are summarized as follows:


                                    Johnson & Johnson               Employee Stock Ownership
                                       Stock Fund                        Plan Trust Fund                      Combined
                             ---------------------------------   ------------------------------   ------------------------------
                                Fair Value          Cost            Fair Value        Cost           Fair Value         Cost
                             -----------------  --------------   ----------------  ------------   ----------------  ------------

Johnson & Johnson Common Stock  $1,123,468,342  $469,850,905         $478,730,076  $91,946,210      $1,602,198,418  $561,797,115

Temporary Cash Investments           4,686,151     4,686,151            5,880,388    5,880,388          10,566,539    10,566,539
                              ------------------------------        --------------------------     -----------------------------

                                $1,128,154,493  $474,537,056         $484,610,464  $97,826,598      $1,612,764,957  $572,363,654
                                ==============  ============         ============  ===========      ==============  ============


14

18

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments, (continued):

As of December 31, 1998, the investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 99.5% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Savings Plan Trust on behalf of the Plan and the Johnson & Johnson Savings Plan for Union Represented Employees are summarized as follows:

         Description                                                              Fair Value           Cost
         -----------                                                            --------------    --------------
USGS Fund:
     U.S. Government Securities - Short Term                                    $   30,466,695    $   30,466,695
     Other*                                                                            138,992           138,992

Fixed Interest Fund:
     Deposits in Group Annuity Contracts                                           634,215,282       634,215,282
     Other*                                                                          3,286,951         3,286,951


Diversified Equity Fund:
     Common Stocks                                                                 764,674,566       548,124,829
     Other*                                                                          4,178,130         4,178,130
                                                                                --------------    --------------

                                                                                $1,436,960,616    $1,220,410,879
                                                                                ==============    ==============

* Other consists of interest and/or dividends receivable.

As of December 31, 1998, the investments in the Intermediate Bond and Balanced Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 6.5% of fair value) held by the Johnson & Johnson Pension Trust Fund. Total investments held by the Pension Trust Fund on behalf of the Plan and the various Johnson & Johnson Pension Plans are summarized as follows:

     Description                             Fair Value           Cost
     -----------                           --------------    --------------
U.S. Government Securities - Short Term     $  88,842,142    $   86,445,403
Corporate Bonds & Notes - Short Term          120,087,554       120,447,976
U.S. Government Securities - Long Term        109,212,710       108,202,456
Corporate Bonds & Notes - Long Term           118,451,198       124,404,110
Common Stocks:
    Johnson & Johnson                         420,817,650        26,353,605
    Other                                   1,792,008,039     1,423,899,173

Preferred Stocks                               30,757,224        26,973,063
Commingled Investment Funds                   204,839,027       195,837,097
Temporary Investments                          82,892,180        83,127,335
Other                                          42,063,434        41,991,873
                                           --------------    --------------
                                           $3,009,971,158    $2,237,682,091


15

19

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments, (continued):

Realized gains on investments sold and distributed during the years ended December 31, 1999 and 1998 are summarized as follows:

                   J&J Stock Fund                           Diversified Equity Fund              Employee Stock Ownership Plan Fund
        ---------------------------------------    ----------------------------------------   --------------------------------------
        Book Value     Proceeds        Gain         Book Value    Proceeds        Gain         Book Value    Proceeds        Gain
        ----------   ------------  -------------   ------------  ----------    ------------   ------------  ----------    ----------

1999   $86,129,736   $142,590,568  $56,460,832     $633,256,161  $746,993,403  $113,737,242   $9,126,789   $17,326,654   $8,199,865
1998    54,377,538    105,328,223   50,950,658      537,294,947   601,342,605    64,047,658    5,461,721    11,883,043    6,421,322


              Intermediate Bond Fund                             Balanced Fund                     International Equity Fund
        -------------------------------------      ----------------------------------------   --------------------------------------
        Book Value     Proceeds     Gain/(Loss)    Book Value     Proceeds        Gain         Book Value    Proceeds       Gain
        ----------   ------------  -------------   ----------    ----------    ------------   ------------  ----------    ----------
1999   $60,324,026  $59,446,119   $(877,907)     $270,641,548   $300,317,326  $29,675,778     $17,823,861  $19,684,385   $1,860,524
1998    45,282,372   45,574,730     292,358       174,560,399    184,199,209    9,638,810         N/A            N/A         N/A


16

20

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

7. Tax Status:

The Internal Revenue Service has determined and informed the Company by a letter dated April 25, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

8. Termination Priorities:

The Company has the right to terminate the Plan at any time, and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

9. Indebtedness

In connection with the formation of the Plan's ESOP feature, the Plan borrowed $100 million from Johnson & Johnson for the purpose of purchasing J&J common stock. The note bears interest at 9% and is payable through February 15, 2005. The Company is obligated to make contributions in cash to the ESOP which, when aggregated with the ESOP's dividends and interest earnings, equal the amount necessary to enable the ESOP to make its regularly scheduled payments of principal and interest due on the term loan.

Aggregate maturities for the next five years are as follows:

2000          $ 7,289,791
2001            7,664,462
2002            8,082,746
2003            8,548,156
2004            9,064,538
Thereafter      5,919,055
              -----------
              $46,568,748

In the event of Plan termination or of termination of the ESOP portion of the Plan, any unallocated shares shall be sold to the Company or on the open market. The proceeds of such sale shall be used to satisfy the outstanding principal and interest. The Company has no rights against shares once they are allocated under the ESOP.

10. Concentrations of Credit Risk

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of the Fixed Interest Fund holdings in fully benefit-responsive group annuity contracts with insurance and other financial institutions.

17

21

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

10. Concentrations of Credit Risk, (Continued):

The Fixed Interest Fund places its fully benefit-responsive group annuity contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution. If any of the insurance companies that the group annuity contracts are invested with fail to perform according to the contract, the asset value of the Plan could be impaired.

11. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                         December 31,         December 31,
                                                            1999                  1998
                                                        ---------------      ---------------
Net Assets Available for Benefits
  Per the Financial Statements                          $ 3,707,441,838      $ 3,193,761,698
Amounts Allocated to Withdrawing Participants                (6,895,528)          (8,151,647)
                                                        ---------------      ---------------
Net Assets Available for Benefits Per the Form 5500     $ 3,700,546,310      $ 3,185,610,051
                                                        ===============      ===============

                                                                 Year Ended        Year Ended
                                                                 December 31,     December 31,
                                                                    1999              1998
                                                               -------------      -------------
Benefits Paid to Participants Per the Financial Statements     $ 184,041,651      $ 125,515,175

Add: Amounts Allocated to Withdrawing Participants at
      December 31, 1999 and 1998                                   6,895,528          8,151,647

Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1998 and 1997                               (8,151,647)        (6,758,039)
                                                               -------------      -------------

Benefits Paid to Participants Per the Form 5500                $ 182,785,532      $ 126,908,783
                                                               =============      =============

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1999 and 1998 but not yet paid as of that date.

18

22

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999


FACE AMOUNT
OR SHARES         ISSUES                                             COST                       FAIR VALUE
-----------       ------                                       -----------------                ----------
                  J&J STOCK FUND

                  Common Stock

13,807,910 shs.   Johnson & Johnson                                 $556,635,747            $1,271,834,329

                  Temporary Investments

$2,606,707        BT Pyramid Directed
                  Account Cash Fund                                    2,606,707                 2,606,707
                                                                 ---------------        ------------------

                  Total J&J Stock Fund                              $559,242,454            $1,274,441,036
                                                                  ==============            ==============



                  EMPLOYEE STOCK OWNERSHIP PLAN TRUST FUND

                  Common Stock

5,909,816 shs.    Johnson & Johnson                                  $86,999,081              $516,545,250


                  Temporary Investment

$6,589,176        BT Pyramid Directed
                  Account Cash Fund                                    6,589,176                 6,589,176
                                                                   -------------             -------------


                      Total ESOP Trust Fund                          $93,588,257              $523,134,426
                                                                   =============              ============

19

23

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999


FACE AMOUNT           ISSUES                                                  FAIR VALUE
-----------           ------                                                  ----------


                  Loan Fund

$6,657,875        Loans to Participants
                  (Fixed Interest rate based on the prime
                  lending rate plus one percentage
                  point.   The repayment period is
                  from one to five years.)                                   $6,657,875

 684,389              Interest Receivable                                       684,389
                                                                          -------------


                  Total Loan Fund                                            $7,342,264
                                                                          =============

20

24

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999


                                                         DISPOSED                                ACQUIRED
                                        -------------------------------------------       ----------------------
SECURITY/PARTY                                                                GAIN/
DESCRIPTION                             SALES   COSTS       PROCEEDS         (LOSS)       PURCHASES         COST
                                        -----  --------     --------         ------       ---------         ----
                                      (# of Transactions)                                 (# of Transactions)

SERIES OF TRANSACTIONS:

     BT Pyramid Directed
     Account-Cash Fund                 (a)  $98,648,975    $98,648,975       $ -          (a)               $95,095,030

     Johnson & Johnson
     Common Stock                                                                         158               $72,547,729


(a) Trustee is unable to provide detailed information on the number of transactions.

21

25

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-40294) of Johnson & Johnson of our report dated June 12, 2000 relating to the financial statements and financial statement schedules of the Johnson & Johnson Savings Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 23, 2000


 

1
Exhibit 99(a)(ii)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended January 2, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215


JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)

2

Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:
Balance Sheets as of December 31, 1999 and 1998

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1999 and 1998

Notes to Financial Statements

Supplemental Schedules:

Schedule of Investments at December 31, 1999

Schedule of 5% Reportable Transactions for the year ended December 31, 1999

Schedule of Party-In-Interest Transactions for the year ended December 31, 1999

Consent of PricewaterhouseCoopers LLP, dated June 23, 2000

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN


By: /s/ R. J. Darretta
    --------------------------------
       R. J. Darretta
       Chairman, Pension Committee


June 26, 2000

3

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998

4

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
INDEX
Report of Independent Accountants                                       2

Financial Statements:
   Statements of Net Assets Available for Benefits with
   Fund Information as of December 31, 1999 and 1998                    3

   Statements of Changes in Net Assets Available for
   Benefits with Fund Information for the Years Ended
   December 31, 1999 and 1998                                           4

Notes to Financial Statements                                           5-10

Supplemental Schedules:
   Item 27a - Schedule of Assets Held For Investment Purposes
   at December 31, 1999                                                 11

   Item 27d - Schedule of Reportable Transactions for
   the Year Ended December 31, 1999                                     12

1

5

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committees of Johnson & Johnson

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Johnson & Johnson Retirement Savings Plan (the "Plan") as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for the purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 12, 2000

2

6

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
as of December 31, 1999 and 1998
                                                                       PARTICIPANT DIRECTED
                                            -------------------------------------------------------------------
                                                                              1999
                                            -------------------------------------------------------------------
                                             Short-Term             J&J                               Total
                                           Investment Fund       Stock Fund       Equity Fund      Savings Plan
                                                                 ----------       -----------      ------------
ASSETS:
-------
Investments at Fair Value (Notes 2 and 5)     $ 4,323,235       $ 71,651,424      $ 5,314,379      $ 81,289,038


                                              -----------       ------------      -----------      ------------
Total Assets                                    4,323,235         71,651,424        5,314,379        81,289,038
                                              -----------       ------------      -----------      ------------


LIABILITIES:
------------
Accrued Expenses                                    1,703             26,855            1,999            30,557


                                              -----------       ------------      -----------      ------------
Net Assets Available for Benefits             $ 4,321,532       $ 71,624,569      $ 5,312,380      $ 81,258,481
                                              ===========       ============      ===========      ============



                                                                     PARTICIPANT DIRECTED
                                           ---------------------------------------------------------------------
                                                                              1998
                                           ---------------------------------------------------------------------
                                               Short-Term            J&J                               Total
                                             Investment Fund      Stock Fund       Equity Fund      Savings Plan
                                                                  ----------       -----------      ------------
ASSETS:
-------
Investments at Fair Value (Notes 2 and 5)      $ 4,391,628        $ 66,829,069     $ 4,630,626      $ 75,851,323


                                                 ---------          ----------       ---------        ----------
Total Assets                                     4,391,628          66,829,069       4,630,626        75,851,323
                                                 ---------          ----------       ---------        ----------


LIABILITIES:
------------
Accrued Expenses                                     3,467              51,607           3,542            58,616


                                               -----------        ------------     -----------      ------------
Net Assets Available for Benefits              $ 4,388,161        $ 66,777,462     $ 4,627,084      $ 75,792,707
                                               ===========        ============     ===========      ============

See Notes to Financial Statements

3

7

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS with FUND INFORMATION
For The Years Ended December 31, 1999 and 1998
                                                                      PARTICIPANT DIRECTED
                                           --------------------------------------------------------------------
                                                                             1999
                                           --------------------------------------------------------------------
                                                Short-Term           J&J                              Total
                                             Investment Fund      Stock Fund      Equity Fund      Savings Plan
                                                                  ----------      -----------      ------------
Employee Contributions (Note 3)                   $  656,872     $ 5,940,740       $  740,056      $  7,337,668

Employer Contributions (Note 3)                       11,511       3,399,925              684         3,412,120

Interest                                                              34,233                             34,233

Dividends                                            216,639         858,399          533,275         1,608,313
                                                  ----------     -----------       ----------      ------------

                                                     885,022      10,233,297        1,274,015        12,392,334

Additions to (Deductions from) Net Assets:
------------------------------------------

Payments to Participants (Note 4)                   (639,181)     (9,704,709)        (513,280)      (10,857,170)

Change in Unrealized Net
Appreciation of Investments                                          752,584           41,134           793,718


REALIZED NET GAIN ON SALE OF INVESTMENTS                           3,265,396          198,147         3,463,543

Administrative Expenses                              (17,970)       (288,461)         (20,220)         (326,651)

Assets Transferred (Note 2)                         (294,500)        589,000         (294,500)
                                                  -----------    -----------       -----------     -------------

Net Increase (Decrease)                              (66,629)      4,847,107          685,296         5,465,774

Net Assets Available for Benefits,

Beginning of Year                                  4,388,161      66,777,462        4,627,084        75,792,707
                                                  ----------     -----------       ----------      ------------

Net Assets Available for Benefits, End of Year    $4,321,532     $71,624,569       $5,312,380      $ 81,258,481
                                                  ==========     ===========       ==========      ============




                                                                              PARTICIPANT DIRECTED
                                                  -------------------------------------------------------------------
                                                                                     1998
                                                  -------------------------------------------------------------------
                                                      Short-Term            J&J                             Total
                                                    Investment Fund      Stock Fund      Equity Fund     Savings Plan
                                                                         ----------      -----------
Employee Contributions (Note 3)                       $  790,528        $ 5,431,705       $  715,315      $ 6,937,548

Employer Contributions (Note 3)                           13,644          2,982,748              890        2,997,282

Interest                                                 177,799             15,534                           249,278

Dividends                                                 55,945            758,206          468,148        1,226,354
                                                       ---------          ---------        ---------       ----------

                                                       1,037,916          9,188,193        1,184,353       11,410,462

Additions to (Deductions from) Net Assets:
------------------------------------------

Payments to Participants (Note 4)                       (610,755)        (7,562,632)        (524,901)      (8,698,288)

Change in Unrealized Net
Appreciation of Investments                                               8,843,308          176,584        9,019,892


REALIZED NET GAIN ON SALE OF INVESTMENTS                                  5,179,819          207,209        5,387,028

Administrative Expenses                                  (19,003)          (253,106)         (17,726)        (289,835)

Assets Transferred (Note 2)                             (489,000)           653,400         (164,400)
                                                       ---------          ---------        ---------       ----------

Net Increase (Decrease)                                  (80,842)        16,048,982          861,119       16,829,259

Net Assets Available for Benefits, Beginning of Year   4,469,003         50,728,480        3,765,965       58,963,448
                                                       ---------         ----------        ---------       ----------

Net Assets Available for Benefits, End of Year        $4,388,161        $66,777,462       $4,627,084      $75,792,707
                                                      ==========        ===========       ==========      ===========

See Notes to Financial Statements

4

8

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Retirement Savings Plan (the "Plan") is a defined contribution plan which was established on March 1, 1990 for eligible employees of certain subsidiaries of Johnson & Johnson ("J&J" or the "Company") located in Puerto Rico which have adopted the Plan. The Plan was designed to provide eligible employees with an opportunity to strengthen their financial security at retirement by providing an incentive to save and invest regularly. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained and transactions therein are executed by the trustee, Banco Popular de Puerto Rico.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund, administered by Banco Popular de Puerto Rico, are valued at the closing market price on the last business day of the year. Equity investments in the Equity Fund, managed by the Capital Research and Management Company, represent shares of a registered investment company and are valued at quoted market price which represents the net asset value of shares held by the Plan at year-end.

The cost of equity investments in the Johnson & Johnson Stock Fund is recorded at the average market price of the stock transactions for the month during which the contribution is made. Units in the Equity Fund are purchased throughout the month at the prevailing quoted market price on those dates.

Deposits in short-term investments in the Short-Term Investment Fund are principally purchases of shares of the Prime Portfolio of Vanguard Money Market Reserves, Inc. The Portfolio invests in securities which mature in less than one year. The value of this portfolio is the market value on the last business day of the year.

Temporary cash investments are stated at redemption value which approximates fair value.

Transfers:

Transfers among funds, which are made at the participant's election, have been presented as assets transferred in the Statement of Changes in Net Assets Available for Benefits.

5

9

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

Use of Estimates:

The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

Other:

Interest and dividend income are recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method.

All third party administrative expenses are paid by the Plan, except costs of entering new investment vehicles which are paid primarily by Johnson & Johnson.

3. Contributions:

Participating employees may contribute a minimum of 3% up to a maximum of 10% pre-tax and/or 1% to 10% post-tax of their base salary. Annual pre-tax contributions may not exceed $8,000 in 1999 or 1998 under Puerto Rico law. The Company contributes to the Plan, out of current or accumulated profits, an amount equal to 66-2/3% of the employee's pre-tax contributions for the Plan year.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of participants. Employee contributions are to be invested in any of the three investment funds at the direction of the participating employees. All Company contributions are made to the J&J Stock Fund, except for participants over the age of 50, who may choose the alternative investments.

6

10

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

3. Contributions (Continued):

The number of participants invested in each fund at December 31, 1999 and 1998 was:


                                               1999           1998
                                               ----           ----
Johnson & Johnson Stock Fund                  3,206          3,295
Equity Fund                                   1,024          1,115
Short-Term Investments Fund                   1,117          1,285

Participants may elect to invest in more than one fund and can change their investment direction twice a year. A total of 3,223 and 3,316 active and former employees had investments in the Plan for 1999 and 1998, respectively.

4. Participant Accounts and Benefits:

All participants are fully vested in their contributions and the Company match. The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance. Allocations are based on participant's earnings or account balance, as defined.

Participants are allowed to withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

7

11

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments held by the Plan as of December 31, 1999 and 1998 are summarized as follows:

                                                       December 31, 1999

                               -----------------------------------------------------------------
                                          Short-Term                    Johnson & Johnson
                                       Investment Fund                      Stock Fund
                                    ---------------------            ----------------------
                             Fair Value    Cost     Fair Value            Cost       Fair Value
                             ----------  --------   ----------          --------     ----------
Common Stocks:
     Johnson & Johnson                                                 $70,955,588   $34,850,484
     Mutual Funds

Temporary Cash
     Investments                    $4,323,235   $4,323,235               695,836        695,836
                                    ----------   ----------            -----------   -----------

                                    $4,323,235   $4,323,235            $71,651,424   $35,546,320
                                    ==========   ==========            ===========   ===========


                                                 December 31, 1999

                            -------------------------------------------------------------
                                Equity Fund                             Total
                            -------------------                 ---------------------
                             Cost       Fair Value     Cost
                            ------      ----------    ------
Common Stocks:
     Johnson & Johnson                                           $70,955,588  $35,914,046
     Mutual Funds              $5,314,379       $4,252,553         5,314,379    4,252,553

Temporary Cash
     Investments                                                   5,019,071    5,023,226
                               ----------       ----------       -----------  -----------
                               $5,314,379       $4,252,553       $81,289,038  $45,189,825
                               ==========       ==========       ===========  ===========

8

12

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments (Continued):

                                        December 31, 1998
-----------------------------------------------------------------------------------------------------
                                           Short-Term                   Johnson & Johnson
                                        Investment Fund                     Stock Fund
                                      -------------------             -----------------------
                                 Fair Value    Cost   Fair Value         Cost          Fair Value
                                 ----------   ------  ----------       --------        ----------
Common Stocks:
      Johnson & Johnson                                                   $65,972,049    $29,114,361
      Mutual Funds

Temporary Cash
      Investments                     $4,391,628       $4,391,628             857,020        857,020
                                      ----------       ----------         -----------    -----------
                                      $4,391,628       $4,391,628         $66,829,069    $29,971,381
                                      ==========       ==========         ===========    ===========



                                             Equity Fund                   Total
                                        ---------------------       -------------------
                                  Cost        Fair Value    Cost
                                --------      ----------  --------
Common Stocks:
      Johnson & Johnson                                             $65,972,049  $29,114,361
      Mutual Funds                      $4,630,626   $3,609,938       4,630,626   3,609,938

Temporary Cash
      Investments                                                     5,248,648   5,248,648
                                        ----------   ----------     -----------  -----------
                                        $4,630,626   $3,609,938     $75,851,323  $37,972,947
                                        ==========   ==========     ===========  ===========

Realized gains on investments sold and distributed during the years ended December 31, 1999 and 1998 are summarized as follows:

                        J&J Stock Fund                  Equity Fund
            ------------------------------          --------------------------------
            Book Value    Proceeds    Gain                      Book Value     Proceeds    Gain
            ----------   ----------  ------                     ----------    ----------  ------
1999         $3,494,700     $6,760,096    $3,265,396               $617,668       $815,815   $198,147
1998          3,228,341      8,408,160     5,179,819                613,201        820,410    207,209

9

13

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Tax Status:

The Plan constitutes as a qualified plan under Section 165(a) of the Puerto Rico Income Tax Act of 1954 as amended, (the "ITA"), and the Plan and related Trust accounts are exempt from Puerto Rico income taxes under
Section 165(a) and 165(e) of the ITA.

The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Puerto Rico tax code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

7. Termination Priorities:

The Company has the right to terminate the Plan at any time and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

8. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                                  December 31,
                                                               1999          1998
                                                             --------      --------
Net Assets Available for Benefits
  Per the Financial Statements                              $ 81,258,481   $ 75,792,707
Amounts Allocated to Withdrawing Participants                   (601,685)      (542,913)
                                                            ------------   ------------
Net Assets Available for Benefits Per the Form 5500         $ 80,656,796   $ 75,249,794
                                                            ============   ============

                                                                    Years Ended
                                                                    December 31,
                                                               1999          1998
                                                             ----------     -------
Benefits Paid to Participants Per the Financial Statements  $ 10,857,170    $ 8,698,288
Add:   Amounts Allocated to Withdrawing Participants at
       December 31, 1999 and 1998                                601,685        542,913
Less:  Amounts Allocated to Withdrawing Participants
       at December 31, 1998 and 1997                            (542,913)      (571,341)
                                                            -------------   ------------
Benefits Paid to Participants Per the Form 5500             $ 10,915,942    $ 8,669,860
                                                            ============    ===========

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment priortoDecember 31, 1999 and 1998 but not yet paid as of that date.

10

14

Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FACE AMOUNT
OR SHARES        ISSUES                             COST              FAIR VALUE
---------        ------                          ------------         ----------

                                         J&J STOCK FUND
                                         --------------
                 Common Stock
                 ------------

796,211 shs.     Johnson & Johnson                $34,850,484        $70,955,588

                 Temporary Investments
                 ---------------------
$695,836         U.S. Treasury Obligations            695,836            695,836
                                                 ------------       ------------

                 Total J&J Stock Fund             $35,546,320        $71,651,424
                                                  ===========       ============

                                   SHORT-TERM INVESTMENT FUND
                                   --------------------------

                  Money Market funds
                  ------------------
                  Vanguard Money Market
                  Reserves Prime
$4,323,235        Portfolio                       $4,323,235        $4,323,235
                                                  ==========        ==========

                                         EQUITY FUND
                                         -----------

                  Mutual Funds
                  ------------

163,720.853 shs.  Investment Company of America   $4,252,553        $5,314,379
                                                  ==========        ==========

11

15

Supplemental Schedule

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
                                         DISPOSED                            ACQUIRED
                        ------------------------------------------     ----------------------
SECURITY/PARTY                                              GAIN/
DESCRIPTION             SALES       COSTS    PROCEEDS       (LOSS)     PURCHASES        COSTS
-----------             -----       -----    --------       ------     ---------        -----
                         (# of Transactions)                           (# of Transactions)
SERIES OF TRANSACTIONS:

Johnson & Johnson
Common Stock              -            -           -          -            7         $990,396

The Vanguard Group        21       $1,035,925  $1,035,925      -           61        $967,532

12

16

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-32875) of Johnson & Johnson of our report dated June 12, 2000 relating to the financial statements and financial statement schedules of the Johnson & Johnson Retirement Savings Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 23, 2000


 

1
Exhibit 99(a)(iii)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended January 2, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)

2

Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:

Balance Sheets as of December 31, 1999 and 1998

Statements of Operations and Changes in Plan Equity for the years ended December 31, 1999 and 1998

Notes to Financial Statements

Supplemental Schedules:

Schedule of Investments at December 31, 1999

Schedule of 5% Reportable Transactions for the year ended December 31, 1999

Consent of PricewaterhouseCoopers LLP, dated June 23, 2000

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES


By:   /s/ R. J. Darretta
      ------------------------------
       R. J. Darretta
       Chairman, Pension Committee


June 26, 2000

3

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES


FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998

4

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES

                                      INDEX

Report of Independent Accountants                       2

Financial Statements:
      Statements of Net Assets Available for Benefits with
      Fund Information as of December 31, 1999 and 1998 3-4

      Statements of Changes in Net Assets Available for
      Benefits with Fund Information for the Years Ended
      December 31, 1999 and 1998                        5-6

      Notes to Financial Statements                     7-13

Supplemental Schedules:
      Item 27a - Schedule of Assets Held for Investment Purposes
      at December 31, 1999                              14

      Item 27d - Schedule of Reportable Transactions for
      the Year Ended December 31, 1999                  15

1

5

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committees of Johnson & Johnson

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Johnson & Johnson Savings Plan for Union Represented Employees (the "Plan") as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for the opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 12, 2000

2

6

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1999

                                                                                 PARTICIPANT DIRECTED
                                              --------------------------------------------------------------------------------------
                                                                      Fixed             J&J          Diversified         Total

                                                   USGS Fund      Interest Fund      Stock Fund      Equity Fund      Savings Plan
                                                   ---------      -------------      ----------      -----------      ------------
ASSETS:
-------
Deposits in Group Annuity Contracts (Note 2)                         $2,158,369                                        $ 2,158,369

Investments at Fair Value (Notes 2 and 5)                                           $21,114,345                         21,114,345

Investments in Master Trust (Notes 2 and 5)       $1,067,057                                          $6,096,157         7,163,214

Accrued Dividends and Interest Receivable              5,108             11,678                            4,660            21,446
                                                   ---------          ---------      ----------        ---------        ----------

                 Total Assets                      1,072,165          2,170,047      21,114,345        6,100,817        30,457,374
                                                   ---------          ---------      ----------        ---------        ----------


LIABILITIES:
------------

Accrued Transfers                                        500             10,200         (8,500)          (2,200)
                                                  ----------         ----------     -----------       ----------       -----------

Net Assets Available for Benefits                 $1,071,665         $2,159,847     $21,122,845       $6,103,017       $30,457,374
                                                  ==========         ==========     ===========       ==========       ===========

See Notes to Financial Statements

3
7

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1998

                                                                                PARTICIPANT DIRECTED
                                                      ----------------------------------------------------------------------------
                                                                      Fixed            J&J         Diversified          Total
                                                     USGS Fund    Interest Fund     Stock Fund     Equity Fund      Savings Plan
                                                     ---------    -------------     ----------     -----------      ------------
ASSETS:
-------
Deposits in Group Annuity Contracts (Note 2)                         $1,860,044                                     $ 1,860,044

Investments at Fair Value (Notes 2 and 5)                                           $17,436,911                      17,436,911

Investments in Master Trust (Notes 2 and 5)          $1,008,405                                     $4,494,429        5,502,834

Accrued Dividends and Interest Receivable                 4,297          10,121             214         25,069           39,701

                                                     ----------      ----------    ------------    -----------     ------------
                              Total Assets            1,012,702       1,870,165      17,437,125      4,519,498       24,839,490
                                                     ----------      ----------    ------------    -----------     ------------


LIABILITIES:
------------
Accrued Transfers                                        29,100         (4,801)        (68,400)         44,101
                                                     ----------      ----------    ------------    -----------     ------------

Net Assets Available for Benefits                     $ 983,602      $1,874,966    $ 17,505,525    $ 4,475,397     $ 24,839,490
                                                     ==========      ==========    ============    ===========     ============

See Notes to Financial Statements

4

8

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1999

                                                                                     PARTICIPANT DIRECTED
                                                   ---------------------------------------------------------------------------------
                                                                           Fixed            J&J         Diversified       Total
                                                          USGS Fund    Interest Fund     Stock Fund     Equity Fund    Savings Plan
                                                          ---------    -------------     ----------     -----------    ------------
Employee Contributions (Note 3)                            $148,108         $291,978     $1,621,497        $766,490      $2,828,073

Employer Contributions  (Note 3)                                                            634,338                         634,338

Interest                                                     52,873          128,999          3,028                         184,900

Dividends                                                                                   236,370          64,005         300,375
                                                          ---------       ----------    -----------      ----------     -----------

                                                            200,981          420,977      2,495,233         830,495       3,947,686

Additions to (Deductions from) Net Assets:
------------------------------------------

Payments to Participants (Note 4)                          (38,977)         (58,285)    (1,047,051)       (247,632)     (1,391,945)

Change in Unrealized Net Appreciation of Investments                                      1,107,538         455,063       1,562,601

Realized Net Gain on Sale of Investments                                                    812,749         684,799       1,497,548

Realized Net Gain on Stock Distributed                                                      177,916                         177,916

Assets Transferred (Note 2)                                (67,300)         (65,800)        194,400        (61,300)

Administrative Expenses                                     (6,641)         (12,011)      (123,465)        (33,805)       (175,922)
                                                          ---------       ----------    -----------      ----------     -----------

Net Increase                                                 88,063          284,881      3,617,320       1,627,620       5,617,884

Net Assets Available for Benefits, Beginning of Year        983,602        1,874,966     17,505,525       4,475,397      24,839,490
                                                          ---------       ----------    -----------      ----------     -----------

Net Assets Available for Benefits, End of Year           $1,071,665       $2,159,847    $21,122,845      $6,103,017     $30,457,374
                                                         ==========       ==========    ===========      ==========     ===========

See Notes to Financial Statements

5

9

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1998


                                                                                    PARTICIPANT DIRECTED
                                                       ----------------------------------------------------------------------------
                                                                          Fixed            J&J         Diversified      Total
                                                          USGS Fund   Interest Fund     Stock Fund     Equity Fund   Savings Plan
                                                          ---------   -------------     ----------     -----------   ------------
Employee Contributions (Note 3)                            $177,832        $349,624     $1,528,145        $761,834    $ 2,817,435

Employer Contributions  (Note 3)                                                           610,149                        610,149

Interest                                                     52,839         112,154          2,929                        167,922

Dividends                                                                                  190,534          50,401        240,935
                                                        -----------      ----------     ----------       ---------    -----------

                                                            230,671         461,778      2,331,757         812,235      3,836,441

Additions to (Deductions from) Net Assets:
------------------------------------------

Payments to Participants (Note 4)                          (47,682)       (104,718)      (759,124)       (162,697)    (1,074,221)

Change in Unrealized Net Appreciation of Investment                                      3,262,162         395,659      3,657,821

Realized Net Gain on Sale of Investments                                                   180,470         365,123        545,593

Realized Net Gain on Stock Distributed                                                      32,455                         32,455

Assets Transferred (Note 2)                               (116,300)        (64,200)        176,000          4,500

Administrative Expenses                                     (3,119)         (5,291)       (47,200)        (12,902)       (68,512)
                                                        -----------      ----------     ----------       ---------    -----------

Net Increase                                                 63,570         287,569      5,176,520       1,401,918      6,929,577

Net Assets Available for Benefits, Beginning of Year        920,032       1,587,397     12,329,005       3,073,479     17,909,913
                                                        -----------      ----------     ----------       ---------    -----------

Net Assets Available for Benefits, End of Year             $983,602      $1,874,966    $17,505,525      $4,475,397    $24,839,490
                                                        ===========      ==========    ===========      ==========    ===========

See Notes to Financial Statements

6
10

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Savings Plan for Union Represented Employees (the "Plan") is a defined contribution plan which was established on January 1, 1993 by Johnson & Johnson ("J&J" or the "Company"). The Plan was designed to enhance the existing retirement program of eligible employees covered under collective bargaining agreements with the Company. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained in a Master Trust account ("Johnson & Johnson Savings Plan Trust") and transactions therein are executed by the trustee, Bankers Trust Company. The Johnson & Johnson Savings Plan Trust is allocated based upon the total of each individual participant's share of the Johnson & Johnson Savings Plan Trust.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund, administered by Bankers Trust Company, are valued at the average of the high and low market price on the last business day of the year. The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during which the contribution is made.

The investments in the US Government Securities ("USGS"), Fixed Interest and Diversified Equity Funds represent the Plan's share of assets in the Johnson & Johnson Savings Plan Trust. The USGS Fund consists of short-term obligations that are issued or guaranteed by the US Government. Investments are valued at cost, which approximates market value. Deposits in group annuity contracts in the Fixed Interest Fund are recorded at their contract value, which approximates fair value, because these investments have fully benefit-responsive features. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by employer initiated events, such as in connection with the sale of a business, may result in a distribution at other than contract value. There are no reserves against contract values for credit risk of contract issuers or otherwise. The average yield and crediting interest rate of the Fixed Interest Fund was 5.99% for 1999 and 6.62% for 1998. The crediting interest rate for the investment contracts is either agreed-to in advance with the issuer or varies based on an agreed-to formula, but cannot be less than zero.

7

11

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

Equity investments and corporate obligations in the Diversified Equity Fund, managed by the Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc., are traded on a national securities exchange and are valued at the last reported market sales price on the last business day of the year. Investments in the Diversified Equity Fund are purchased periodically by Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc. based on the prevailing market values of the underlying investments.

Temporary cash investments are stated at redemption value which approximates fair value.

Transfers:

Transfers among funds, which are made at the participant's election, have been presented as assets transferred in the Statement of Changes in Net Assets Available for Benefits.

Use of Estimates:

The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

Other:

Interest and dividend income is recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method. Third party administrative expenses are paid by the Plan, except costs of entering new investment vehicles which will be paid primarily by Johnson & Johnson.

8

12

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

3. Contributions:

Participating employees may contribute a minimum of $0.16 per hour up to a maximum of $1.60 per hour, depending on the negotiated contract rate, of the first forty hours worked in each payroll week. All contributions are on a pre-tax basis. Annual pre-tax contributions may not exceed $10,000 in 1999 or 1998. The Company contributes to the Plan, out of current or accumulated profits, an amount equal to 25% or 40% (depending on the negotiated collective bargaining agreement) of the employee directed contributions on the first $0.16 to $0.80 per hour directly into J&J common stock.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of the participants. Employee contributions are to be invested in any of the four investment funds at the direction of the participating employees. All Company contributions are made to the J&J Stock Fund.

The number of participants invested in each fund at December 31, 1999 and 1998 was:

                                                       1999           1998
                                                       ----           ----
U.S. Government Securities Fund                         506            542
Fixed Interest Fund                                     719            767
Johnson & Johnson Stock Fund                          2,152          2,166
Diversified Equity Fund                               1,172          1,171

Participants may elect to invest in more than one fund and can change their investment direction twice a year. A total of 2,154 and 2,167 active and former employees had investments in the Plan for 1999 and 1998, respectively.

4. Participant Accounts and Benefits:

All participants are fully vested in their contributions and the Company match. The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance. Allocations are based on participant's earnings or account balances, as defined.

Participants may withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

9

13

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments:

Investments held by the Plan as of December 31, 1999 are summarized as follows:

                                                   Johnson & Johnson
                                                       Stock Fund
                                                Fair Value        Cost
                                                ----------   --------------
Johnson & Johnson Common Stock                  $21,077,906  $11,491,030
Temporary Cash Investments                           36,439       36,439
                                                -----------  -----------
                                            $21,114,345    $11,527,469
                                            ===========    ===========

The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 0.6% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Savings Plan Trust on behalf of the Plan and the Johnson & Johnson Savings Plan (for salaried and non-union hourly employees of the Company) are summarized as follows:

Description                                    Fair Value              Cost
-----------                                  --------------       --------------

USGS Fund:
    U.S. Government Securities - Short Term       $29,313,150       $29,313,150
    Other*                                            142,201           142,201

Fixed Interest Fund:
    Deposits in Group Annuity Contracts           621,653,591       621,653,591
    Other*                                          3,363,553         3,363,553

Diversified Equity Fund:
    Common Stocks                                 992,698,523       700,989,649
    Other*                                            758,881           758,881
                                            ----------------- -----------------

                                               $1,647,929,899    $1,356,221,025
                                            ================= =================

* Other consists of interest and/or dividends receivable.

10

14

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments (Continued):

              Investments held by the Plan as of December 31, 1998 are summarized as follows:

                                            Johnson & Johnson
                                                 Stock Fund
                                         -------------------------
                                        Fair Value       Cost
                                        ----------   -------------

Johnson & Johnson Common Stock       $17,427,035     $8,947,697
Temporary Cash Investments                 9,876          9,876
                                     -----------     ----------

                                     $17,436,911     $8,957,573
                                     ===========     ==========

The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 0.5% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson Savings Plan (for salaried and non-union hourly employees of the Company) are summarized as follows:

Description                                      Fair Value         Cost
-----------                                    -------------    --------------
USGS Fund:
    U.S. Government Securities - Short Term       $30,466,695       $30,466,695
    Other*                                            138,992           138,992

Fixed Interest Fund:
    Deposits in Group Annuity Contracts           634,215,282       634,215,282
    Other*                                          3,286,951         3,286,951

Diversified Equity Fund:
    Common Stocks                                 764,674,566       548,124,829
    Other*                                          4,178,130         4,178,130
                                              ---------------    --------------

                                               $1,436,960,616    $1,220,410,879
                                              ===============    ==============

* Other consists of interest and/or dividends receivable.

Realized gains on investments sold and distributed during the years ended December31, 1999 and 1998 are summarized as follows:

                   J&J Stock Fund                        Diversified Equity Fund
        -----------------------------------       -----------------------------------
        Book Value    Proceeds      Gain          Book Value      Proceeds     Gain
        ----------   ----------   ---------       ----------     ----------  --------
1999     $693,844    $1,684,509   $990,665        $3,803,034     $4,487,833  $684,799
1998     $321,078    $  534,003   $212,925        $3,072,462     $3,437,585  $365,123

11
15

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

6. Tax Status:

The Internal Revenue Service has determined and informed the Company by a letter dated April 26, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

7. Termination Priorities:

The Company has the right to terminate the Plan at any time and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

8. Concentrations of Credit Risk:

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of the Fixed Interest Fund holdings in fully benefit-responsive group annuity contracts with insurance and other financial institutions.

The Fund places its fully benefit-responsive group annuity contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution. If any of the insurance companies that the group annuity contracts are invested with fail to perform according to the contract, the asset value of the Plan could be impaired.

9. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                           December 31,     December 31,
                                                               1999            1998
                                                          -------------     ----------
Net Assets Available for Benefits
  Per the Financial Statements                              $30,457,374    $24,839,490
Amounts Allocated to Withdrawing Participants                  (118,294)       (52,942)
                                                            ------------   ------------
Net Assets Available for Benefits Per the Form 5500         $30,339,080    $24,786,548
                                                            ============   ============

12

16

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

9. Reconciliation of Financial Statements to Form 5500 (Continued):

                                                                 Year Ended      YearEnded
                                                                 December 31,  December31,
                                                                    1999             1998
                                                               --------------    ---------
Benefits Paid to Participants Per the Financial Statements        $1,391,945    $1,074,221

Add: Amounts Allocated to Withdrawing Participants at
      December 31, 1999 and 1998                                     118,294        52,942

Less: Amounts Allocated to Withdrawing Participants
      at December 31, 1998 and 1997                                  (52,942)      (51,617)
                                                                  ----------     ---------

Benefits Paid to Participants Per the Form 5500                   $1,457,297    $1,075,546
                                                                  ==========    ==========

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1999 and 1998 but not yet paid as of that date.

13

17

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
FACE AMOUNT
OR SHARES      ISSUES                                          COST                FAIR VALUE
---------      ------                                       -----------            ----------

               J&J STOCK FUND
               --------------

               Common Stock
               ------------
224,831 shs.   Johnson & Johnson                      $11,491,030           $21,077,906



               Temporary Investments
               ---------------------
36,439         BT Pyramid Directed
               Account Cash Fund                           36,439                36,439
                                                      -----------           -----------

               Total J&J Stock Fund                   $11,527,469           $21,114,345
                                                      ===========           ===========

14

18

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

                                    DISPOSED                          ACQUIRED
                           ---------------------------------------------------------------------------
SECURITY/PARTY                                               GAIN/
DESCRIPTION                SALES  COSTS           PROCEEDS  (LOSS)      PURCHASES            COSTS
                           -----  -----           --------  ------      ---------            -----
                        # of Transactions                               # of Transactions

SERIES OF TRANSACTIONS:

BT Pyramid Directed
Account-Cash Fund               (a)   $2,160,655  $2,160,655             $ -         (a)  $2,164,054

Johnson & Johnson
Common Stock                                                                        154  $1,876,638


(a) Trustee is unable to provide detailed information on the number of transactions.

15

19

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-52252) of Johnson & Johnson of our report dated June 12, 2000 relating to the financial statements and financial statement schedules of the Johnson & Johnson Savings Plan for Union Represented Employees, which appears in this Form 11-K.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 23, 2000


 

1
Exhibit 99(a)(iv)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 11-K


(MARK ONE)

[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year end December 31, 1999

Or

[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 1-3215

CENTOCOR QUALIFIED
SAVINGS AND RETIREMENT PLAN

(Full Title of the Plan)

Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933

(Name of issuer of the securities held
pursuant to the plan and the address of its principal executive office)

2

Centocor Qualified Savings and Retirement Plan Index to Financial Statements and Schedules

Page 3         Report of Independent Accountants

Page 4         Statements of Net Assets Available for Plan Benefits as of
               December 31, 1999 and 1998

Page 5         Statements of Changes in Net Assets Available for Plan Benefits
               for the years ended December 31, 1999 and 1998

Pages 6-11     Notes to Financial Statements

Page 12        Item 27a - Supplemental Schedule of Assets Held for Investment
               Purposes

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTOCOR QUALIFIED SAVINGS
AND RETIREMENT PLAN


                                               By: /s/ R.J. Darretta
                                                  -------------------------
                                                  R.J. Darretta
                                                  Chairman, Pension Committee
June 26, 2000


2
3

Report of Independent Accountants

To the 401(k) Administrative Committee of Centocor, Inc.:

In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Centocor Qualified Savings and Retirement Plan (the "Plan") as of December 31, 1999, and the changes in net assets available for plan benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe our audit provides a reasonable basis for the opinion expressed above. The statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits of the Plan as of December 31, 1998 and for the year then ended were audited by other independent accountants whose report dated June 18, 1999 expressed an unqualified opinion on those statements.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP
Philadelphia, PA
June 9, 2000

3
4

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

                                                                                               December 31,
                                                                                 -----------------------------------------
                                                                                      1999                      1998
                                                                                 ----------------          ---------------

Assets:
    Investments at Fair Value                                                $        42,418,711      $        28,206,185

    Receivables:
         Employer's contribution                                                       2,465,532                1,485,822
         Loans from participants                                                         588,825                  205,012
                                                                                 ----------------          ---------------
                                                                                       3,054,357                1,690,834
                                                                                 ----------------          ---------------

          Total assets                                                       $        45,473,068      $        29,897,019
                                                                                 ================          ===============



Net assets available for Plan benefits                                       $        45,473,068      $        29,897,019
                                                                                 ================          ===============

See accompanying Notes to Financial Statements.

4
5

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

                                                                                            Years ended December 31,
                                                                                    ------------------------------------------
                                                                                          1999                   1998
                                                                                    -----------------     --------------------

Additions:
     Interest and dividend income                                               $          1,558,034  $               984,109
     Net appreciation in fair value of
        Investments                                                                        5,804,353                5,336,589

     Contributions:
        Employee                                                                           5,311,075                3,470,946
        Employer                                                                           2,465,532                1,485,822
        Participant rollovers into Plan                                                    2,502,043                1,756,048
                                                                                    -----------------     --------------------

           Total additions                                                                17,641,037               13,033,514


Deductions:
     Benefits paid                                                                       (2,064,666)              (1,210,687)
     Transfer of Centocor Diagnostics'
       Net assets out of Plan                                                                      -              (3,958,022)
                                                                                    -----------------     --------------------
           Total deductions                                                              (2,064,666)              (5,168,709)

Other income (expense), net                                                                    (322)                    (975)
                                                                                    -----------------     --------------------

           Net increase                                                                   15,576,049                7,863,830

Net assets available for Plan benefits:
     Beginning of year                                                                    29,897,019               22,033,189
                                                                                    -----------------     --------------------

     End of year                                                                $         45,473,068  $            29,897,019
                                                                                    =================     ====================

See accompanying Notes to Financial Statements.

5
6

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Investments

The Centocor Qualified Savings and Retirement Plan's (the "Plan") Investments, administered by The Vanguard Group, Inc. (the "Trustee"), are stated at fair value based on the market value of the underlying securities on the last business day of the year.

Johnson & Johnson common shares are carried at market value which is determined by quoted market prices. Participant loans are valued at cost which approximates fair value.

Purchases and sales of investment securities are reflected on a trade date basis. Gains and losses on sales of investment securities are determined on the average cost method.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from estimates.

Risks and Uncertainties

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits.

6
7

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

Related Party Transactions

Certain Plan investments are shares of mutual funds managed by the Trustee. Therefore, these transactions qualify as party-in-interest.

Payment of benefits

Benefit payments are recorded when paid.

NOTE 2 DESCRIPTION OF PLAN

The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General

Effective January 1, 1985, Centocor, Inc. (the "Company") established the Plan, a defined contribution savings plan subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Substantially all U.S. employees of the Company, or any of its subsidiaries or affiliates, are eligible to participate in the Plan. Employees may participate as of the first date of his/her employment. Substantially all of the legal, accounting and administrative expenses associated with Plan operations are currently paid by the Company. On October 6, 1999, the Company and Johnson & Johnson completed a merger between the two companies.

Contributions

Eligible employees may make voluntary tax-deferred contributions of 1 to 15 percent of their eligible cash compensation up to certain annual limits as prescribed by the U.S. Internal Revenue Code. Maximum annual contributions may be limited at the discretion of the Company.

Employee contributions are invested as directed by the employee in any of the eight investment programs available under an investment contract with the Trustee (see Note 3). Company contributions are made principally in the Johnson & Johnson Common Stock Fund.

The Company may elect, but is not required, to make contributions to the Plan for the benefit of the participating employees. To date, contributions have been made as a percentage of the participants' contributions for the year, as determined by the Company's Board of Directors. In 1999 and 1998, the Company elected to contribute an amount equal to 50 percent of the contributions of each employee. The Company's contribution is based upon annual employee contributions up to a level of 6 percent of their cash compensation. Additionally, in 1999 and 1998, the Company committed to make a contribution equal to 1% of each employee's compensation. At December 31, 1999, 26,224 shares of the Johnson & Johnson

7
8

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

Common Stock Fund with a fair value of $94.016 per share determined by the average trade price for the last twenty days in December and $66.33 in cash was due to the Plan from the Company for its 1999 contribution.

Participants' Accounts

Separate accounts are maintained by the Trustee for each participant. Each participant's account reflects the participant's contribution, the Company's contribution, interest, dividends, other income, and gains or losses earned by each of the investment programs. Investment income is reinvested in the same programs.

Participants may transfer all or a portion of their accounts among the eight investment programs available under the Plan by directly contacting the Trustee. The transfer would take effect immediately upon the participant's notification of the change.

Vesting

Employee contributions are fully (100%) vested and non-forfeitable. Employer contributions are fully vested upon death, total and permanent disability, or attainment of age 65; otherwise, employer contributions are subject to vesting percentages based on years of service, as defined by the Plan documents. Employee non-vested forfeitures are used by the Company to offset employer contributions. The amount of forfeitures for 1999 and 1998 were $89,241 and $19,011, respectively. The employer contributions vesting percentages are as follows:

Less than one year of service                           0%
One year of service                                    20%
Two years of service                                   40%
Three years of service                                 60%
Four years of service                                  80%
Five or more years of service                         100%

Payment of Benefits

Benefits from the participants' vested accounts are normally payable to Plan participants upon retirement, death, termination of Company employment or total and permanent disability. There are no benefits payable to former employees at December 31, 1999 and 1998.

A participant, while still an employee, may generally withdraw all or a portion of his vested, non-forfeitable tax-deferred contribution account if such amount is needed to defray the cost of a medical emergency, enable the participant to acquire or improve his principal residence, or assist the participant in preventing eviction or foreclosure proceedings. Such a withdrawal must first be taken as a loan as noted below.

8
9

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

Any additional funds required will be distributed as a hardship withdrawal subject to income tax and penalties. Such loan and withdrawal shall not exceed the amount required to meet the immediate financial need created by the hardship and shall not be reasonably available from other sources of the participant.

Loan Provisions

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance and may have only one loan outstanding at any point of time. All such loans bear interest at prevailing market rates. Loans must be repaid within five years in approximately equal installments or up to 15 years if used for the purchase of a primary residence. Loans are secured by the balance in participant accounts.

Transfer of Net Assets

In November 1998 the Company sold its oncology diagnostics business. Immediately following the closing of the sale, $3,958,022 of the Plan's net assets related to diagnostic oncology employees were transferred from the Company's Plan to the plan sponsored by the acquiring company.

NOTE 3 INVESTMENTS

The number of participants in the investment programs at December 31, 1999 and 1998 was as follows:

                                                                             1999         1998
                                                                           ---------    ---------
Centocor Stock Fund                                                               -          596
Johnson & Johnson Common Stock Fund                                             947            -
Vanguard Money Market Reserves - Prime Portfolio                                261          201
Vanguard Bond Index Fund - Total Bond Market Portfolio                          325          270
Vanguard Index Trust - 500 Portfolio                                            890          664
Vanguard U.S. Growth Portfolio                                                  797          557
Vanguard/Windsor II                                                             532          448
Templeton Foreign Fund                                                          329          290
Fidelity Contrafund                                                             505          387

The Centocor Stock Fund program consisted of shares of Centocor, Inc. Common Stock. This fund was available to plan participants through October 6, 1999. The Johnson & Johnson Common Stock Fund program consists of shares of Johnson & Johnson Common Stock. The Vanguard Money Market Reserves - Prime Portfolio invests in short-term, high-quality money market instruments issued by financial institutions, non-financial corporations, the U.S. government and federal agencies. The Vanguard Bond

9
10

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

Index Fund - Total Bond Market Portfolio invests in U.S. Treasury, federal agency, mortgage backed and corporate securities and attempts to match the performance of the Lehman Brothers Aggregate Bond Index, a widely recognized measure of the entire taxable U.S. bond market. The Vanguard Index Trust - 500 Portfolio invests in all of the 500 stocks that make up the Standard & Poor's 500 Composite Stock Price Index, a widely recognized benchmark of U.S. stock market performance. The Vanguard U.S. Growth Portfolio invests in large, high-quality, seasoned U.S. companies. The Vanguard/Windsor II Fund invests in a diversified group of out-of-favor stocks of large-capitalization companies. The Templeton Foreign Fund invests primarily in stocks of companies located outside the United States. The Fidelity Contrafund invests in undervalued stocks of foreign and U.S. companies with the goal of achieving long-term capital appreciation.

Custody of the Plan's investments is maintained by the Trustee. Plan investments at fair value at December 31, 1999 and 1998 were as follows:

Name of Issuer and Title of Issue At December 31,                          1999             1998
                                                                       -------------    --------------

Centocor Stock Fund                                                $              -  $      5,340,758
Johnson & Johnson Common Stock Fund                                       9,204,608                 -
Vanguard Money Market Reserves - Prime Portfolio                          1,794,942         1,497,042
Vanguard Bond Index Fund - Total Bond Market Portfolio                    1,838,203         1,567,086
Vanguard Index Trust - 500 Portfolio                                     16,135,835        11,555,971
Vanguard U.S. Growth Portfolio                                            7,400,761         4,800,634
Vanguard/Windsor II                                                       1,762,511         1,314,002
Templeton Foreign Fund                                                    1,488,024           784,293
Fidelity Contrafund                                                       2,793,827         1,346,399
                                                                       -------------    --------------
                                                                   $     42,418,711  $     28,206,185
                                                                       =============    ==============

10
11

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

During 1999 and 1998, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

                                                                           1999             1998
                                                                       -------------    --------------

Mutual Funds                                                       $      3,309,486  $      3,616,403
Common Stock                                                              2,494,867         1,720,186
                                                                       -------------    --------------
                                                                   $      5,804,353  $      5,336,589
                                                                       =============    ==============

NOTE 4 TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated April 26, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently operated in compliance with applicable requirements of the IRC.

NOTE 5 PLAN TERMINATION

Although it has not expressed an intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

11
12

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1999

Description of Assets:                             Cost                 Market
                                             -----------------    -------------------

Johnson & Johnson Common Stock
  Fund*                                    $        4,544,663   $          9,204,608

Vanguard Money Market Reserves -
  Prime Portfolio*                         $        1,794,942   $          1,794,942

Vanguard Bond Index Fund - Total
  Bond Market Portfolio*                   $        1,910,280   $          1,838,203

Vanguard Index Trust - 500 Portfolio*      $       11,294,537   $         16,135,835

Vanguard U.S. Growth Portfolio*            $        5,686,322   $          7,400,761

Vanguard/Windsor II*                       $        2,112,530   $          1,762,511

Templeton Foreign Fund                     $        1,348,063   $          1,488,024

Fidelity Contrafund                        $        2,578,043   $          2,793,827


                                                   Cost                 Market
                                             -----------------    -------------------

Loans from participants maturing
  through 2014                             $          588,825   $            588,825
During 1999, interest rates
  ranged from 9%-10%.

* - party-in-interest

12
13

Consent of Independent Accountants

We hereby consent to incorporation by reference in Registration Statement on Form S-8 Nos. 33-00167 and 33-16285 of Centocor, Inc. of our report dated June 9, 2000, relating to the statement of net assets available for plan benefits of the Centocor Qualified Savings and Retirement Plan as of December 31, 1999, and the related statement of changes in net assets available for plan benefits for the year then ended, which report appears in this Form 11-K.

PricewaterhouseCoopers LLP
Philadelphia, PA
June 26, 2000