X0204 3 2012-03-01 0 0001452575 Mead Johnson Nutrition Co MJN 0001543979 MacDonald Kathy Ann 2701 PATRIOT BOULEVARD GLENVIEW IL 60026-8039 1 Acting Controller Common Stock 2033.4241 D Performance Shares Common Stock 2457.0000 D Restricted Stock Units Common Stock 2303.0000 D Stock Option (Right to Buy) 26.5800 2019-03-11 Common Stock 6609.0000 D Stock Option (Right to Buy) 46.3000 2020-02-24 Common Stock 2919.0000 D Stock Option (Right to Buy) 58.8600 2021-03-02 Common Stock 2449.0000 D Each performance share converts into one share of common stock upon distribution. Consists of 1,004 performance shares earned under the 2009-2011 Performance Share Award, with each performance share converting into one share of common stock upon distribution in the first quarter of 2012; 969 performance shares earned under the 2010-2012 Performance Share Award, with each performance share converting into one share of common stock upon distribution in the first quarter of 2013; and 484 performance shares earned under the 2011-2013 Performance Share Award, with each performance share converting into one share of common stock upon distribution in the first quarter of 2014. Each restricted stock unit converts into one share of common stock upon vesting. Includes 1,251 restricted stock units that vest in equal installments on February 11, 2013 and February 11, 2014; 572 restricted stock units that vest on February 24, 2014; and 480 restricted stock units that vest on March 2, 2015. Twenty-five percent of these options will vest on each of the first, second, third and fourth anniversaries of the March 11, 2009 grant date. One-third of these options will vest on each of the first, second and third anniversaries of the February 24, 2010 grant date. One-third of these options will vest on each of the first, second and third anniversaries of the March 2, 2011 grant date. newpoakam.txt /s/ Eryk J. Spytek, Attorney-in-Fact 2012-03-06