8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 15, 2017

MEAD JOHNSON NUTRITION COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34251	80-0318351
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 North Canal Street, 25th Floor Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)

(312) 466-5800

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the completion on June 15, 2017 of the transactions contemplated by that certain previously disclosed Agreement and Plan of Merger, dated as of February 10, 2017 (as amended from time to time, the “Merger Agreement”), among Mead Johnson Nutrition Company (the “Company”), Reckitt Benckiser Group plc, a company incorporated under the laws of England and Wales (“RB”) and Marigold Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of RB (“Merger Sub”).

Item 1.01.Entry into a Material Definitive Agreement.

On June 15, 2017, the Company entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Indenture, dated November 1, 2009, with RB and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”) (as supplemented by (i) the First Supplemental Indenture, dated November 5, 2009 (the “First Supplemental Indenture”), (ii) the Second Supplemental Indenture, dated May 13, 2014 (the “Second Supplemental Indenture”) and (iii) the Third Supplemental Indenture, dated November 3, 2015 (the “Third Supplemental Indenture”), the “Indenture”), relating to the guarantee by RB of the outstanding notes issued by the Company under the Indenture (the “RB Guarantee”), consisting of $700,000,000 aggregate principal amount of the Company’s 4.90% notes due 2019 (the “2019 Notes”), $750,000,000 aggregate principal amount of the Company’s 3.000% notes due 2020 (the “2020 Notes”), $750,000,000 aggregate principal amount of the Company’s 4.125% notes due 2025 (the “2025 Notes”), $300,000,000 aggregate principal amount of the Company’s 5.900% notes due 2039 (the “2039 Notes”) and $500,000,000 aggregate principal amount of the Company’s 4.600% notes due 2044 (the “2044 Notes”), and together with the 2019 Notes, the 2020 Notes, the 2025 Notes and the 2039 Notes and the 2025 Notes, the “Notes,” and each of the 2019 Notes, the 2020 Notes, the 2025 Notes, the 2039 Notes and the 2044 Notes are hereinafter referred to as a “series” of Notes.

Under the terms of the Fourth Supplemental Indenture, RB fully and unconditionally guarantees to the holders of each series of the Notes and to the Trustee the full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, on and interest on each series of Notes and any other amounts due and payable under the Indenture, subject to any applicable grace period or notice requirement or both.

The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

On June 15, 2017, the Company and its subsidiaries terminated the Five Year Revolving Credit Facility Agreement, dated as of June 17, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, Mead Johnson & Company, LLC, a Delaware limited liability company, the borrowing subsidiaries from time to time party thereto, the financial institutions from time to time party thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, and all obligations thereunder, other than certain indemnity obligations, were repaid, satisfied and discharged in full.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 15, 2017 (the “Closing Date”), pursuant to the terms of the Merger Agreement, RB completed its acquisition of the Company through the merger of Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned indirect subsidiary of RB.

The Merger became effective at 7:10 a.m. (Central Daylight Time) on the Closing Date, and at such time (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (x) shares held by the Company as treasury stock (other than shares held for the account of clients, customers or other persons), (y) held by RB or by any subsidiary of either the Company or RB and (z) held by any stockholder who has properly made and perfected and not withdrawn a demand for (or lost their right to) appraisal rights under Delaware Law, collectively, the “excluded shares”) was cancelled and converted into the right to receive $90.00 in cash, without interest and subject to applicable

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withholding taxes (the “Per Share Merger Consideration”).  To complete the Merger, RB paid consideration of approximately $16.6 billion together with the assumption of certain indebtedness of the Company, which was funded through a combination of cash on hand of RB and/or its subsidiaries, cash from the Company and/or its subsidiaries and proceeds from debt facilities entered into by RB in connection with the Merger.

Each outstanding equity award (other than RSUs granted after the date of the Merger Agreement) that was outstanding immediately prior to the Effective Time vested and was cancelled and the holders became entitled to receive the Per Share Merger Consideration (except that holders of out-of-the-money options received no consideration), less the applicable exercise price in the case of stock options, and less any required tax withholding in accordance with the terms of the Merger Agreement.  Each outstanding RSU granted after the date of the Merger Agreement was converted into a phantom RSU award tied to shares of RB common stock that will be settled in cash upon satisfaction of the applicable vesting conditions.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2017, and is incorporated by reference into this Item 2.01.

The disclosure regarding the Merger and the Merger Agreement set forth in the Introduction and under Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on the Closing Date that the certificate of merger had been filed with the Secretary of State of the State of Delaware and that, at the Effective Time, each outstanding share of Common Stock (other than the excluded shares) was cancelled and converted into the right to receive the Per Share Merger Consideration. In addition, the Company requested that the NYSE delist the Common Stock on June 15, 2017, and as a result, trading of Common Stock, which trades under the ticker symbol “MJN” on the NYSE, will be suspended prior to the opening of the NYSE on June 15, 2017. The Company also requested that the NYSE file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from the NYSE and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company intends to file a Form 15 with the SEC requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and set forth under Items 1.01, 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right (except in the case of excluded shares) to receive the Per Share Merger Consideration).

Item 5.01 Changes in Control of Registrant.

The information provided in the Introductory Note and set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, a change in control of the Company occurred on the Closing Date upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, at which time the Company merged with and into Merger Sub and is now a wholly owned indirect subsidiary of RB.

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The description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on February 13, 2017, and is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

In accordance with the Merger Agreement, Steven M. Altschuler, M.D., Howard B. Bernick, Kimberly A. Casiano, Anna C. Catalano, Celeste A. Clark, Ph.D., James M. Cornelius, Stephen W. Golsby, Michael Grobstein, Peter Kasper Jakobsen, Peter G. Ratcliffe, Michael A. Sherman, Elliott Sigal, M.D., Ph.D. and Robert S. Singer ceased to be directors of the Company or members of any committees of the board of directors of the Company effective upon the completion of the Merger.  At the Effective Time, Aditya Sehgal, Jonathan Timmis, Kelly Slavitt and Dustin Opatosky, who were the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.

Officers

At the Effective Time, each of the following officers was removed from the offices indicated besides such officer’s names by the Company’s board of directors and ceased to serve in such offices:

Peter Kasper Jakobsen	President and Chief Executive Officer
Michel Cup	Executive Vice President and Chief Financial Officer
James E. Shiah	Vice President, Finance and Controller
Ian E. Ormesher	Senior Vice President, Global Human Resources

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

In accordance with the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of the third amended and restated certificate of incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

In accordance with the Merger Agreement, at the Effective Time, the bylaws of the Merger Sub became the bylaws of the Company. A copy of the bylaws is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

On the Closing Date, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of February 10, 2017, by and among Mead Johnson Nutrition Company, Reckitt Benckiser Group plc and Marigold Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on February 13, 2017)

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3.1	Third Amended and Restated Certificate of Incorporation of Mead Johnson Nutrition Company
3.2	Second Amended and Restated Bylaws of Mead Johnson Nutrition Company
4.1	Fourth Supplemental Indenture, to the Indenture dated as of November 1, 2009, among Mead Johnson Nutrition Company, Reckitt Benckiser Group plc and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of June 15, 2017
99.1	Press Release of Mead Johnson Nutrition Company, dated June 15, 2017

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SIGNATURE

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

	Mead Johnson Nutrition Company
Date: June 15, 2017	By:	/s/ Patrick M. Sheller
		Patrick M. Sheller
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of February 10, 2017, by and among Mead Johnson Nutrition Company, Reckitt Benckiser Group plc and Marigold Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on February 13, 2017)
3.1	Third Amended and Restated Certificate of Incorporation of Mead Johnson Nutrition Company
3.2	Second Amended and Restated Bylaws of Mead Johnson Nutrition Company
4.1	Fourth Supplemental Indenture, to the Indenture dated as of November 1, 2009, among Mead Johnson Nutrition Company, Reckitt Benckiser Group plc and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of June 15, 2017
99.1	Press Release of Mead Johnson Nutrition Company, dated June 15, 2017

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EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MEAD JOHNSON NUTRITION COMPANY

FIRST:  The name of the corporation is Mead Johnson Nutrition Company (the “Corporation”).

SECOND:  The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Ste 400, City of Wilmington, County of New Castle, Delaware 19808.  The name of its registered agent at such address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).

FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $0.01, amounting in the aggregate to $10.00.

FIFTH:  The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

SIXTH:  Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

SEVENTH:  The Corporation expressly elects not to be governed by Section 203 of Delaware Law.

EIGHTH:  To the fullest extent permitted by Delaware Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained in this Article EIGHTH shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to the provisions of Section 174 of Delaware Law, or (iv) for any transaction from which the director derived an improper personal benefit. No repeal or modification of this Article EIGHTH shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the

Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

NINTH:  The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of Delaware Law, as the same may be amended and supplemented, indemnify any person who is or was a director or officer of the Corporation from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 145 of Delaware Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-laws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

The Corporation shall, to the fullest extent permitted by Delaware Law, advance all costs and expenses (including, without limitation, attorneys’ fees and expenses) incurred by any director or officer within 15 days of presentation of same to the Corporation, with respect to any one or more actions, suits or proceedings, whether civil or criminal, administrative or investigative, so long as the Corporation receives from such director or officer an unsecured undertaking to repay such expenses if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation under Delaware Law. Such obligation to advance costs and expenses shall include, without limitation, costs and expenses incurred in asserting affirmative defenses, counterclaims and cross-claims. Such undertaking to repay may, if first requested in writing by the applicable director or officer, be on behalf of (rather than by) such director or officer, provided that in such case the Corporation shall have the right to approve the party making such undertaking.

The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to advancement of expenses to any employee or agent of the Corporation up to the extent that the provisions of this Article NINTH permit the indemnification and advancement of expenses of directors and officers of the Corporation.

Any repeal or modification of this Article NINTH shall not adversely affect any right to indemnification or to advancement of expenses of any person existing at the time of such repeal or modification with respect to any matters occurring prior to such repeal or modification.

TENTH:  The Corporation reserves the right to amend this Third Amended and Restated Amended and Restated Certificate of Incorporation in any manner permitted by Delaware Law and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power; and, except as set forth in Article EIGHTH and Article NINTH, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any

other persons whomsoever by and pursuant to this Third Amended and Restated Certificate of Incorporation of the Corporation in its present form or as hereafter amended are granted subject to the right reserved in this Article TENTH.

EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED

BYLAWS

OF

MEAD JOHNSON NUTRITION COMPANY

(the “Corporation”)

* * * * *

ARTICLE 1
OFFICES

Section 1.01.  Registered Office.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.02.  Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1.03.  Books.  The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2
MEETINGS OF STOCKHOLDERS

Section 2.01.  Time and Place of Meetings.  All meetings of stockholders shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman of the Board of Directors in the absence of a designation by the Board of Directors).

Section 2.02.  Annual Meetings.  Unless directors are elected by written consent in lieu of an annual meeting as permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), an annual meeting of stockholders, commencing with the year 2017, shall be held for the election of directors and to transact such other business as may properly be brought before the meeting.  Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if

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all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

Section 2.03.  Special Meetings.  Special meetings of stockholders may be called by the Board of Directors or the Chairman of the Board of Directors and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.

Section 2.04.  Notice of Meetings and Adjourned Meetings; Waivers of Notice.  (a)  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by Delaware Law, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting.  Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b)           A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.05.  Quorum.  Unless otherwise provided under the certificate of incorporation or these bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority in voting interest of the stockholders present in person or represented by proxy may adjourn

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the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.06.  Voting.  (a)  Unless otherwise provided in the certificate of incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder.  Any share of capital stock of the Corporation held by the Corporation shall have no voting rights.  Except as otherwise provided by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the outstanding shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.

(b)           Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized, or by proxy sent by cable, telegram or by any means of electronic communication permitted by law, which results in a writing from such stockholder or by his attorney, and delivered to the secretary of the meeting.  No proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period.

(c)           In determining the number of votes cast for or against a proposal or nominee, any share abstaining from voting on a matter will not be treated as a vote cast.

Section 2.07.  Action by Consent.  (a)  Unless otherwise provided in the certificate of incorporation and subject to the proviso in Section 2.02, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that

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written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in Section 2.07(b).

(b)           Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the Corporation in the manner required by this section and Delaware Law, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Section 2.08.  Organization.  At each meeting of stockholders, the Chairman of the Board of Directors, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairman of the meeting.  The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09.  Order of Business.  The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

ARTICLE 3
DIRECTORS

Section 3.01.  General Powers.  Except as otherwise provided in Delaware Law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02.  Number, Election and Term Of Office.   (a) The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors but shall not be less than one or more than nine.  The directors shall be elected at the annual meeting of the stockholders by written ballot, except as provided in Section 2.02 and Section 3.12 herein, and each director so elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.  Directors need not be stockholders.

(b)  Subject to the rights of the holders of any series of preferred stock to elect additional directors under specific circumstances, directors shall be elected by a plurality of the votes of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

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Section 3.03.  Quorum and Manner of Acting.  Unless the certificate of incorporation or these bylaws require a greater number, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting.  If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.04.  Time and Place of Meetings.  The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman of the Board of Directors in the absence of a determination by the Board of Directors).

Section 3.05.  Annual Meeting.  The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held.  Notice of such meeting need not be given.  In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06.  Regular Meetings.  After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President and shall be called by the Chairman of the Board of Directors, the President or the Secretary on the written request of one director.  Notice of special meetings of the Board of Directors shall be given to each director at least one day before the date of the meeting in such manner as is determined by the Board of Directors.

Section 3.08.  Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as

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alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.  Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.09.  Action by Consent.  Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10.  Telephonic Meetings.  Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.11.  Resignation.  Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation.  The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12.  Vacancies.  Unless otherwise provided in the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all the stockholders having the right to vote as a single class may be filled by a majority of the

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directors then in office, although less than a quorum, or by a sole remaining director.  Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.  Each director so chosen shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.  If there are no directors in office, then an election of directors may be held in accordance with Delaware Law.  Unless otherwise provided in the certificate of incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

Section 3.13.  Removal.  Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote at any election of directors, and the vacancies thus created may be filled in accordance with Section 3.12 herein.

Section 3.14.  Compensation.  Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

ARTICLE 4
OFFICERS

Section 4.01.  Principal Officers.  The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose.  The Corporation may also have such other principal officers, including one or more Controllers, as the Board of Directors may in its discretion appoint.  One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02.  Election, Term of Office and Remuneration.  The principal officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting thereof.  Each such officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.  The remuneration of all officers of the Corporation shall be fixed by the

7

Board of Directors.  Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03.  Subordinate Officers.  In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors or President may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine.  The Board of Directors and the President may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

Section 4.04.  Removal.  Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors.

Section 4.05.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer).  The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06.  Powers and Duties.  The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

ARTICLE 5
CAPITAL STOCK

Section 5.01.  Certificates For Stock; Uncertificated Shares.  The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical.  Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or Vice President, and by the Treasurer or an assistant Treasurer, or the Secretary or an assistant Secretary of such Corporation representing the number of shares registered in certificate form.  Any or all of the signatures on the

8

certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.  The Corporation shall not have power to issue a certificate in bearer form.

Section 5.02.  Transfer Of Shares.  Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation.

Section 5.03.  Authority for Additional Rules Regarding Transfer.  The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising in connection therewith.

ARTICLE 6
GENERAL PROVISIONS

Section 6.01.  Fixing the Record Date.  (a)  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon

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which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by Delaware Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by Delaware Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.02.  Dividends.  Subject to limitations contained in Delaware Law and the certificate of incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

Section 6.03.  Year.  The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 6.04.  Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 6.05.  Voting of Stock Owned by the Corporation.  The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock.

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Section 6.06.  Amendments.  These bylaws or any of them, may be altered, amended or repealed, or new bylaws may be made, by the stockholders entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors.

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

MEAD JOHNSON NUTRITION COMPANY,

as Issuer,

RECKITT BENCKISER GROUP PLC,

as Guarantor

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

4.90% Notes due 2019

3.000% Senior Notes due 2020
4.125% Senior Notes due 2025
5.90% Notes due 2039
4.60% Senior Notes due 2044

FOURTH SUPPLEMENTAL INDENTURE

Dated as of June 15, 2017

to

Indenture Dated as of November 1, 2009

Debt Securities

FOURTH SUPPLEMENTAL INDENTURE, dated as of June 15, 2017, (this “Fourth Supplemental Indenture”), among Mead Johnson Nutrition Company, a Delaware corporation (the “Company”), Reckitt Benckiser Group plc, a company incorporated pursuant to the laws of England and Wales (the “Reckitt Benckiser Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”).

Recitals of The Company

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 1, 2009 (the “Base Indenture”), amended, supplemented and modified by (i) a supplemental indenture thereto, dated as of November 5, 2009 (the “First Supplemental Indenture”), providing for the establishment of three series of securities known as the: (a) 3.50% Notes due 2014, (b) 4.90% Notes due 2019 (the “2019 Notes”) and (c) 5.90% Notes due 2039 (the “2039 Notes”); (ii) a supplemental indenture thereto, dated as of May 13, 2014 (the “Second Supplemental Indenture”), providing for the establishment of a series of securities known as the 4.60% Senior Notes due 2044 (the “2044 Notes”); and (iii) a supplemental indenture thereto, dated as of November 3, 2015 (the “Third Supplemental Indenture,” collectively with the First Supplemental Indenture and the Second Supplemental Indenture, the “Existing Supplemental Indentures”), providing for the establishment of two series of securities known as the: (a) 3.000% Senior Notes due 2020 (the “2020 Notes”) and (vi) 4.125% Senior Notes due 2025 (the “2025 Notes,” collectively with the 2019 Notes, the 2020 Notes, the 2039 Notes and the 2044 Notes, the “Securities”), the form, substance, terms, provisions and conditions of which were set forth in the Base Indenture and the applicable Existing Supplemental Indenture (the Base Indenture, as amended, supplemented and modified by the Existing Supplemental Indentures or otherwise from time to time, shall be referred to herein as the “Indenture”);

WHEREAS, Marigold Merger Sub, Inc., a wholly owned subsidiary of the Reckitt Benckiser Parent Guarantor, merged with and into the Company, with the Company being the continuing corporation under Section 8.1 of the Indenture (the “Merger”), and the Company became a wholly owned subsidiary of the Reckitt Benckiser Parent Guarantor;

WHEREAS, Reckitt Benckiser Parent Guarantor has agreed to execute and deliver to the Trustee this Fourth Supplemental Indenture pursuant to which the Reckitt Benckiser Parent Guarantor shall fully and unconditionally guarantee all of the Company’s obligations under the Securities and the Indenture on the terms and conditions set forth herein; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Fourth Supplemental Indenture; all the conditions and requirements necessary to make this Fourth Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled; and the execution and delivery of this Fourth Supplemental Indenture have been duly authorized in all respects.

NOW THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:  For and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Reckitt Benckiser Parent Guarantor and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities as follows:

ARTICLE 1

RELATION TO THE BASE INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION

Section 1.1Relation to the Base Indenture.  This Fourth Supplemental Indenture constitutes an integral part of the Base Indenture.

Section 1.2Definitions.  All terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

Section 1.3Rules of Construction.  For all purposes of this Fourth Supplemental Indenture, except as expressly provided or unless the context otherwise requires:

(a)capitalized terms used herein without definition shall have the meanings specified in the Base Indenture;

(b)all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Fourth Supplemental Indenture;

(c)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Fourth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and

(d)in the event of a conflict with the definition of terms in the Base Indenture, the definitions in this Fourth Supplemental Indenture shall control.

ARTICLE 2

THE GUARANTEE

Section 2.1Agreement to Guarantee.  The Reckitt Benckiser Parent Guarantor hereby fully and unconditionally guarantees to the Holders from time to time of the Securities and to the Trustee the full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, on and interest on each series of Securities and any other amounts due and payable with respect to the Indenture and the Securities under Section 6.7 of the Indenture (collectively, the “Obligations”), according to the terms of the Securities and as set forth in the Indenture, as applicable, in each case subject to any applicable grace period or notice requirement or both (the “Reckitt Benckiser Parent Guarantee”). The Reckitt Benckiser Parent Guarantee constitutes a guarantee of payment and not of collection.

Section 2.2Guarantee Absolute.

The Reckitt Benckiser Parent Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture and the Securities, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Securities with respect thereto. The liability of the Reckitt Benckiser Parent Guarantor under the Reckitt Benckiser Parent Guarantee shall be absolute and unconditional irrespective of:

(a)any lack of validity or enforceability of the Indenture, the Securities or any other agreement or instrument relating thereto;

(b)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture; or

(c)any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Company or a guarantor (other than a defense of payment in full).

The obligation of the Reckitt Benckiser Parent Guarantor to make any payment hereunder may be satisfied by causing the Company to make such payment.

Section 2.3Termination of Reckitt Benckiser Parent Guarantee. The Reckitt Benckiser Parent Guarantee shall automatically terminate and be released, and the obligations of the Reckitt Benckiser Parent Guarantor under the Reckitt Benckiser Parent Guarantee shall cease to exist, with respect to a particular series of Securities, upon payment in full of the Obligations with respect to such series of Securities.

Section 2.4Reinstatement. The Reckitt Benckiser Parent Guarantor hereby agrees that the Reckitt Benckiser Parent Guarantee provided hereunder shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder of the Securities to the Company upon the bankruptcy or insolvency of the Company.

Section 2.5Waiver; Subrogation; Ranking.

(a)The Reckitt Benckiser Parent Guarantor hereby waives all setoffs and counterclaims, notice of acceptance of this Reckitt Benckiser Parent Guarantee, diligence, presentment, demand of payment, filing of claims with a court in the event of merger or insolvency or bankruptcy of the Company, any right to require a proceeding filed first against the Company, protest or notice with respect to the Securities or the indebtedness evidenced thereby and all demands whatsoever.

(b)The Reckitt Benckiser Parent Guarantor shall be subrogated to all rights of the Trustee or the Holders of any Securities against the Company in respect of any amounts paid to the Trustee or such Holder by the Reckitt Benckiser Parent Guarantor pursuant to the provisions of the Reckitt Benckiser Parent Guarantee; provided, however, that the Reckitt Benckiser Parent Guarantor waives any right to enforce, or to receive any payments arising out of, or based upon, such right of subrogation until all Obligations shall have been paid in full. The Reckitt Benckiser Parent Guarantor acknowledges that it will receive direct and indirect benefits from the Merger and that the waiver set forth in this Section 2.5(b) is knowingly made in contemplation of such benefits.

(c)The Reckitt Benckiser Parent Guarantor covenants and agrees that its obligation to make payments of the Obligations hereunder constitutes a senior unsecured, unsubordinated obligation of the Reckitt Benckiser Parent Guarantor ranking pari passu with all existing and future senior indebtedness of the Reckitt Benckiser Parent Guarantor and senior in right of payment to all existing and future subordinated indebtedness of the Reckitt Benckiser Parent Guarantor.

Section 2.6Remedies.  The rights of the Holders of the Securities to enforce or institute any action under the Reckitt Benckiser Parent Guarantee, or to direct the Trustee to do so, shall be subject to the terms of the Indenture (including Article 5 thereof). The Reckitt Benckiser Parent Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Securities whether at stated maturity, by acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Securities, subject to the terms and conditions set forth in the Indenture, directly against the Reckitt Benckiser Parent Guarantor to enforce the Reckitt Benckiser Parent Guarantee without first proceeding against the Company.

Section 2.7Transfer of Interest. The Reckitt Benckiser Parent Guarantee shall be binding upon the Reckitt Benckiser Parent Guarantor and its successors and assigns, and shall inure to the benefit of and be enforceable by any Holder of Securities, the Trustee, and by their respective successors, transferees and assigns, pursuant to the terms hereof. The Reckitt Benckiser Parent Guarantee shall not be deemed to create any right in, or to be in whole or in part for the benefit of, any other person.

Section 2.8Amendment. Notwithstanding anything to the contrary in the Indenture, with the consent (evidenced as provided in Section 9.2 of the Indenture) of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities of each series affected, the Company and the Reckitt Benckiser Parent Guarantor, when authorized by or pursuant to a resolution of its respective Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as shall be in force at the date of execution of such supplemental indenture or indentures) for the purpose, with respect to

Securities of such series, of adding any provisions to or changing in any manner or eliminating any of the provisions of this Fourth Supplemental Indenture (including, but not limited to, the Reckitt Benckiser Parent Guarantee).

ARTICLE 3

MISCELLANEOUS PROVISIONS

Section 3.1Ratification.  The Base Indenture, as supplemented by this Fourth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 3.2Counterparts.  This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 3.3Governing Law.  THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.

Section 3.4Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture.  The recitals herein are deemed to be those of the Company and of Reckitt Benckiser Parent Guarantor and not of the Trustee.

Section 3.5.No Recourse Against Others. A director, officer, employee, stockholder, partner or other owner of the Reckitt Benckiser Parent Guarantor, as such, shall not have any liability for any obligations of the Reckitt Benckiser Parent Guarantor under this Fourth Supplemental Indenture, including the Reckitt Benckiser Parent Guarantee, or for any claim based on, in respect of or by reason of such obligations or their creation.

Section 3.6Separability.  In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, (i) the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law and (ii) the Company, the Reckitt Benckiser Parent Guarantor and the Trustee shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 3.7Notices, Etc., to the Reckitt Benckiser Parent Guarantor.  Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by the Indenture to be made upon, given or furnished to, or filed with, the Reckitt Benckiser Parent Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid to the Reckitt Benckiser Parent Guarantor addressed to the address last furnished in writing to the Trustee by the Reckitt Benckiser Parent Guarantor, or, if no such address has been furnished, to Reckitt Benckiser Group plc, 103-105 Bath Road, Slough, Berkshire SL1 3UH, Attention: Simon Neville - Group Treasury Director. All requests and other communications shall be deemed to have been duly given three business days after being deposited in the mail if mailed postage prepaid.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written.

MEAD JOHNSON NUTRITION COMPANY
By
Name:	Patrick M. Sheller
Title:	Senior Vice President and General Counsel for Mead Johnson Nutrition Company
RECKITT BENCKISER GROUP PLC
By
Name:
Title:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By
Name:
Title:

[Signature page to Fourth Supplemental Indenture]

EX-99.1

Exhibit 99.1

Mead Johnson Nutrition Merger with Reckitt Benckiser Completed CHICAGO, Ill. – June 15, 2017 – Mead Johnson Nutrition Company (MJN) announced today that its merger with Reckitt Benckiser Group plc (RB) has been completed. As a result of the transaction, Mead Johnson’s common stock is no longer traded on the New York Stock Exchange, effective today. Mead Johnson is now a division of RB, adding its globally-recognized brands, including Enfa™ and Nutramigen©, to RB’s powerful consumer health portfolio. "We are pleased that the completion of this transaction returns significant and immediate value to our shareholders,” said James Cornelius, MJN's Chairman of the Board. “The merger with RB is a recognition of the strong growth and geographic expansion the Mead Johnson business achieved since the company’s split-off from Bristol-Meyers Squibb in 2009. We wish our thousands of employees, whose work and dedication enabled this success, all the best in the next chapter of the Mead Johnson story. We expect the business and brands to continue to flourish as part of RB, with its larger scale and proven marketing and innovation prowess.” About Mead Johnson Mead Johnson, a global leader in pediatric nutrition, develops, manufactures, markets and distributes more than 70 products in over 50 markets worldwide. The company's mission is to nourish the world's children for the best start in life. The Mead Johnson name has been associated with science-based pediatric nutrition products for over 110 years. The company's Enfa™ family of brands, including Enfamil® infant formula, is a world leading brand franchise in pediatric nutrition. Media Contact Christopher Perille, 312-466-5814 chris.perille@mjn.com