Mead Johnson & Co.

Prior to our initial public offering, we were wholly owned by BMS, and so BMS has been primarily responsible for determining our historical compensation strategy. The Compensation and Management Development Committee ( BMS Compensation Committee ) of BMS s board of directors ( BMS Board ) approved the 2008 compensation arrangements for Mr. Golsby and the new compensation arrangements for Mr. Leemputte when he was hired in September 2008, while the BMS Salary and Bonus Committee ( BMS S&B Committee ) and the BMS executives involved with the BMS Compensation Planning Process, described below, approved the 2008 compensation arrangements for Messrs. Jakobsen, Urbain and Hondmann. As it related to our Named Executive Officers prior to our initial public offering, the BMS S&B Committee was comprised of BMS s Chief Executive Officer, its Senior Vice President of Human Resources and its Executive Vice President and Chief Operating Officer of Worldwide Pharmaceuticals. Since the information presented in the compensation tables of this Annual Report relates to our 2008 fiscal year, this CD&A describes the compensation programs and decisions of BMS, the BMS Compensation Committee, the BMS S&B Committee and the results of the BMS Compensation Planning Process that are material to understanding the information shown in the tables. Unless otherwise indicated below, the compensation philosophy, strategy and decisions that were applicable to us and our Named Executive Officers for 2008 were substantially consistent with the compensation philosophy, strategy and decisions that were generally applicable to BMS for 2008. In connection with our initial public offering, our board of directors ( MJN Board ) formed its own compensation committee ( MJN Compensation Committee ), which is now responsible for determining our executive compensation strategy. For descriptions of the MJN Compensation Committee, see Committees of the Board of Directors Compensation Committee above and MJN Compensation Committee below.

Lynn H. Clark. Ms. Clark, our Senior Vice President, Human Resources, had been continuously employed by BMS since March 2001 in various capacities. Ms. Clark served as Vice President, Human Resources, Health Care Group of BMS from September 2005 to September 2008. From June 2004 to September 2005, Ms. Clark served as Vice President, Human Resources, Americas of BMS and from September 2002 to June 2004, she served as Vice President, Human Resources, ConvaTec, a division of BMS.

William P Pool. Mr. P Pool, our Senior Vice President, General Counsel and Secretary, had been continuously employed by BMS since June 2004. Before assuming his current position, Mr. P Pool served as Vice President and Senior Counsel for Mead Johnson from May 2005 to December 2008 and from June 2004 to May 2005, he served as Counsel for Mead Johnson. From May 2001 to June 2004, Mr. P Pool served as Senior Counsel and Director, Legal Services of Yum! Brands, Inc., a large operator and franchiser of restaurant companies.

Stanley D. Burhans. Mr. Burhans, our Vice President and Controller, has been continuously employed by Mead Johnson or BMS since 1992 in various capacities. Before assuming his current position, Mr. Burhans served as Vice President, Finance of Mead Johnson since February 2006. From July 2005 to February 2006, Mr. Burhans served as Senior Director, International Finance of Mead Johnson and from June 2003 to July 2005, he served as Senior Director, U.S. Finance of Mead Johnson.

James M. Cornelius. Mr. Cornelius, our Chairman of the board of directors, is currently the Chairman of the board of directors and Chief Executive Officer of BMS and he has served in such a role since February 2008. Mr. Cornelius served as the Chief Executive Officer, including serving as Interim Chief Executive Officer, of BMS since September 2006 when he ended his retirement. Mr. Cornelius served as the Interim Chief Executive Officer and Chairman of the board of directors for Guidant Corporation from November 2005 to April 2006 when it was acquired by Boston Scientific Corporation, at which point Mr. Cornelius retired. He served as Guidant s Non-Executive Chairman of the board of directors from August 2000 until November 2005. Mr. Cornelius is a director and chairman of the audit committee of The DIRECTV Group and he is also a director and chairman of the compensation committee and member of the audit committee of Given Imaging Ltd.

Dr. Elliott Sigal . Dr. Sigal, one of our directors, was appointed as a director on March 10, 2009. Dr. Sigal is currently Executive Vice President, Chief Scientific Officer and President, Research and Development for BMS, a position he has held since October 2004. Between January 2004 and October 2004, Dr. Sigal served as Senior Vice President, Global Clinical and Pharmaceutical Development.

Jean-Marc Huet. Mr. Huet, one of our directors, is currently Executive Vice President and Chief Financial Officer of BMS and he has served in such a role since March 2009. From March 2008 to March 2009, Mr. Huet served as Senior Vice President and Chief Financial Officer of BMS. Mr. Huet served as Chief Financial Officer of Royal Numico N.V., a specialist baby food and clinical nutrition company from March 2003 to November 2007, when Royal Numico was acquired by the food manufacturer, Group Danone. Following this acquisition until taking on his current role, Mr. Huet took the time to select his next opportunity. Prior to joining Royal Numico N.V., he was an Executive Director of Investment Banking Services at Goldman Sachs International, a full-service global investment banking and securities firm.

John E. Celentano. Mr. Celentano, one of our directors, is currently President, Emerging Markets and Asia-Pacific of BMS, serving in that role since March 2009. From March 2008 to March 2009, Mr. Celentano served as Senior Vice President, Strategy and Productivity Transformation of BMS. From December 2005 to March 2008, Mr. Celentano served as President, Health Care Group of BMS and from January 2002 to December 2005, Mr. Celentano served as President, Latin America and Canada, Worldwide Medicines Group, a division of BMS.

Robert S. Singer. Mr. Singer, one of our directors, currently serves as Chief Executive Officer of Barilla Holding S.p.A, a major Italian food company, and he has served in such a role since January 2006. From May 2004 to September 2005, Mr. Singer served as President and Chief Operating Officer of Abercrombie & Fitch Co., an American clothing retailer. Between October 2005 and December 2005, he took the time to select his next opportunity. Prior to joining Abercrombie, Mr. Singer served as Chief Financial Officer of Gucci Group NV, a leading luxury goods company, from September 1995 to April 2004. Mr. Singer is a director and the chairman of the compensation committee of Benetton S.p.A.

Ms. Leung is currently senior vice president, general counsel, and corporate secretary of Bristol-Myers Squibb. From 2006 to 2007, Ms. Leung served as vice president, corporate secretary and acting general counsel of Bristol-Myers Squibb. From 2002 to 2006, she served as vice president and corporate secretary of Bristol-Myers Squibb. Age 49.

Dr. Steven M. Altschuler. Dr. Altschuler, one of our directors, was appointed as a director on March 10, 2009. Dr. Altschuler is currently the President and Chief Executive Officer of The Children s Hospital of Philadelphia, a position he has held since April 2000. Dr. Altschuler serves on the board of directors of the Children s Miracle Network.