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 8, 2015 (June 8, 2015)

 


 

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.)

 

2701 Patriot Blvd., Glenview, Illinois

 

60026

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (847) 832-2420

 

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))

 

 

 



 

Item 7.01:               Regulation FD Disclosure

 

In a press release dated June 3, 2015, Mead Johnson Nutrition Company (the “Company”) announced that it will present at the Deutsche Bank 2015 Global Consumer Conference in Paris, France on June 9, 2015.  The Company’s presentation will be webcast live on the Internet and can be accessed in the manner set forth in the press release.

 

The Company is furnishing herewith as Exhibit 99.1 a copy of the materials that it expects to present at the Deutsche Bank 2015 Global Consumer Conference.

 

Item 9.01:               Financial Statements and Exhibits

 

(d)                                 Exhibits

 

99.1                        Mead Johnson Nutrition Company Presentation dated June 9, 2015

 

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SIGNATURES

 

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 8, 2015

By:

/s/ Patrick M. Sheller

 

 

Patrick M. Sheller

 

 

Senior Vice President, General Counsel and Secretary

 

3




Exhibit 99.1

 

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Deutsche Bank Conference June 9, 2015 Kasper Jakobsen President & CEO

 


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Safe Harbor Statement Forward-Looking Statements Certain statements in this presentation are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the fact they use words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of similar meaning and expression. Such statements are likely to relate to, among other things, a discussion of goals, plans and projections regarding financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, capital expenditures, performance or results of current and anticipated products and the outcome of contingencies such as legal proceedings and financial results. Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations that involve inherent risks, uncertainties and assumptions that may cause actual results to differ materially from expectations as of the date of this presentation. These risks include, but are not limited to: (1) the ability to sustain brand strength, particularly the Enfa family of brands; (2) the effect on the company's reputation of real or perceived quality issues; (3) the effect of regulatory restrictions related to the company’s products; (4) the adverse effect of commodity costs; (5) increased competition from branded, private label, store and economy-branded products; (6) the effect of an economic downturn on consumers' purchasing behavior and customers' ability to pay for product; (7) inventory reductions by customers; (8) the adverse effect of changes in foreign currency exchange rates; (9) the effect of changes in economic, political and social conditions in the markets where we operate; (10) changing consumer preferences; (11) the possibility of changes in the Women, Infant and Children (WIC) program, or participation in WIC; (12) legislative, regulatory or judicial action that may adversely affect the company's ability to advertise its products, maintain product margins, or negatively impact the company’s reputation or result in fines or penalties that decrease earnings; and (13) the ability to develop and market new, innovative products. For additional information regarding these and other factors, see the company’s filings with the United States Securities and Exchange Commission (the SEC), including its most recent Annual Report on Form 10-K, which filings are available upon request from the SEC or at www.meadjohnson.com. The company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Factors Affecting Comparability – Non-GAAP Financial Measures This presentation contains non-GAAP financial measures, including non-GAAP net sales, EBIT, earnings, earnings per share information, and effective tax rates. Specified Items are terms included in GAAP measures, but excluded for the purpose of determining non-GAAP net sales, EBIT, earnings and earnings per share. In addition, other items include the tax impact on Specified Items. Non-GAAP net sales, EBIT, earnings and earnings per share information adjusted for these items is an indication of the company’s underlying operating results and intended to enhance an investor’s overall understanding of the company’s financial performance. In addition, this information is among the primary indicators the company uses as a basis for evaluating company performance, setting incentive compensation targets and planning and forecasting of future periods. This information is not intended to be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. Tables that reconcile GAAP to non-GAAP disclosure are included in the Appendix. For more information: Kathy MacDonald, Vice President – Investor Relations Mead Johnson Nutrition Company 847-832-2182 kathy.macdonald@mjn.com June 2015 2

 


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Our Mission and Core Beliefs 3 Our Mission: To Nourish the World’s Children for the Best Start in Life Our Core Beliefs: Good Nutrition early in life supports lifelong health. Informed Decisions: Parents want access to factual information to do what they believe is best for their babies and families. Empowering Women: Most mothers trust infant formula to support their baby’s nutritional well-being and their own work needs.

 


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Our Commitment to Shareholders Economic Growth and Job Creation Increasing Number of Women in Workforce Middle Class and Dual-Income Families Emerge Increasing Spend on Premium Nutrition MJN Financial Ambition Trends Driving Growth Our ambition is to deliver Revenue growth within the top quartile of peer group Long-term earnings growth at or above the rate of revenue growth Dividend growth at or above the rate of EPS growth We plan to achieve this through Increased market share of core categories Revenue growth at or above category growth rate 4

 


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Strategy for Growth Commitment to quality Investment in innovation and demand creation Focus on key consumer needs: Value-added specialty products Toddler nutrition Convenience Opportunistic external developments: Geographic reach Product/brand portfolio Capabilities Developing people 5 Category Drivers Innovation Global Diversification Financial Flexibility

 


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Trends Driving Category Growth Economic Growth and Job Creation Increasing Number of Women in Workforce Middle Class and Dual-Income Families Emerge Increasing Spend on Premium Nutrition GDP Growth 2010-2014(1) Rise of Middle Class(2) IF-GUM Consumption (3) Low Growth High Growth 6 (1) Source: International Monetary Fund, World Economic Outlook Database, October 2014. Includes forward looking data. Countries outlined in gray represent where MJN does not have a significant presence. (2) Source: Company Research (3) IF-GUM: Infant Formula and Growing Up Milk. Sources: Volume consumption from ERC annual report (June 2015), excludes the Indian subcontinent. Births from CIA World Factbook (2014 estimates as of June 2014). Category Drivers Population in Billions Kilograms per Birth

 


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Growth Fueled by Geographic Diversity* * Segment sales as a percentage of total company sales for 2014 7 North America / Europe 28% Asia 52% Latin America 20% Global Diversification Top Market Large Market Mid-Sized Market

 


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Building Flexibility Near Term Challenges & Long-Term Potential 8 Expanding the Portfolio Tough Pricing Environment Hong Kong Civil disturbance Less Mainland China visitors Near term adverse sales impact Heightened Competitive Activities Introduced Fully-Imported Product in China The Netherlands The United States China / Hong Kong Global Diversification Example: Buy 3, Get 1 Free

 


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Evolving Channels Channels Shifting Industry e-Commerce Sales* * Source: SmartPath e-Commerce Baby Stores Modern Trade Hong Kong 9 Stable Fast-Growing Global Diversification Driven by 100% Imported Product China / Hong Kong (includes cross-border) (includes cross-border) B2C doubled in 3 years. % of total

 


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10 China / Hong Kong A Path Forward with Fully Imported Products Global Diversification About WeChat Rapidly growing mobile application in Asia Delivers multiple customer engagement tools: Access to e-coupons Apply e-coupons to their online orders Pay for purchases (similar to PayPal)

 


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Growth in a $4 Billion Market Births in Millions Birth Rate Improving(1) +1% Infant Formula Share Gains(2) Enfamil Value Share 11 Global Diversification Source: CDC, National Center for Health Statistics, National Vital Statistics System Source: Nielsen Total US XAOC: Infant (rolling 13-week) Source: MJN Proprietary Information United States Achieved #1 Market Share Breastfeeding Rates Rising(3) Breastfeeding Rates at Three Months of Age

 


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Enfagrow: Category Opportunity Improving Consumer Awareness(1) Long-term Brain Benefits with DHA Source: MJN proprietary research. Before numbers provide a baseline for comparison. Before: Pre-advertising read, September 2013; After: Latest read, November 2014 Source: Nielsen, IMS Toddler as a percentage of Infant-Children's Fortified Milks Source: Unicef.org Source: AFSSA (2010). Opinion of the French Food Safety Agency on the update of French population reference intakes (ANCs) for fatty acids. http://www.afssa.fr/Documents/ NUT2006sa0359EN.pdf. Based on two to three 8-oz. glasses per day. Growing Toddler Category(2) 12 DHA is critical to brain development Global Diversification 85% of brain growth occurs in the first 3 years(3) Milligrams of DHA per day United States Toddler as % of total category

 


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Our Ongoing Commitment to Innovation 13 Innovation New Singapore Pediatric Nutrition Institute held global scientific symposium during its first week Interactive Science Galleries focus on innovations in infant nutrition Sponsored publication of new textbook on “Nutritional Care of Preterm Infants” Singapore Facility Opened on Time and Under Budget

 


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Motor: crawling, rolling over and grasping Communication: gestures, cooing and babbling Social: smiling, laughing and imitating NeuroComplete Blend Helps Support a Baby’s Healthy Brain Development 14 Innovation Cognitive: exploring or recognizing objects The 4 Areas Pediatricians Check for Most: Improved Sustained Attention 21% longer attention(1) Proportion of Time Spent in Sustained Attention (Overall Mean) Total Fatty Acids (%) Improved Problem Solving % of Infants Who Achieved a Perfect Interaction Score Total Fatty Acids (%) 63% more successes(2) (1) Source: Colombo J et al. Pediatric Research, 2011. Study involved a specific measure of developing cognition, i.e. infant attention and visual habituation. (2) Source: Drover JR et al. Child Development, 2009. Willatt's Means-End Problem Solving Test 0 DHA (Control) 0.32 DHA 0 DHA (Control) 0.32 DHA

 


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Our Commitment to Sustainability 15 2015 MJN Ranked* #10 2014 MJN Ranked* #90 Innovation * Source: The Newsweek Green Rankings, June 2015 and June 2014.

 


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Financial Highlights

 


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Gross Margin and EBIT Margin Trends * Numbers have been recast to reflect the 2014 change to pension accounting. See the company's SEC filings for further discussion. * The 2015 Estimate is as of April 23, 2015; guidance was provided in the company’s earnings release and/or earnings call. The comparable GAAP measure includes Specified Items, excluding unknown future mark-to-market pension adjustments. Gross Margin %* EBIT %* We intend to make incremental demand-generation investments in light of anticipated gross margin improvement in 2015. 17 Financial Flexibility

 


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Continued FX Headwinds Source: Bloomberg The 2015 Estimate is as of April 23, 2015, the day of the company’s earnings call. 18 Local Currency Changes versus USD(1) (%) FX Impact on MJN 2015E(2) versus 2014 Euro China Canada Venezuela / Argentina All Other Malaysia Favorable Unfavorable Weaker US$ Stronger US$ Canada Mexico Malaysia Euro Thailand China

 


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Gross Margin Benefit from Lower Dairy Prices 19 Dairy Singapore Spray Dryer Dairy Price* ($/kg) Gross Margin % Innovation Other Commodities & Conversion Costs Dairy Costs Impact Margins COGS Impact 2015 vs. 2014 2014 COGS * The 2015 Estimate is as of April 23, 2015; guidance was provided in the company’s earnings release and/or earnings call. The comparable GAAP measure includes Specified Items, excluding unknown future mark-to-market pension adjustments.

 


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Cash Repatriation Will Impact Tax Rate (1) ETR = Effective Tax Rate * 2012 excludes a prior year’s tax benefit of $0.07 per share. Including this benefit, non-GAAP ETR was 24.8%. 2014 excludes a prior year’s tax benefit of $0.05 per share. Including this benefit, non-GAAP ETR was 22.5%. ** The 2015 Estimate is as of April 23, 2015; guidance was provided in the company’s earnings release and/or earnings call. The comparable GAAP measure includes Specified Items, excluding future unknown mark-to-market pension adjustments. Non-GAAP ETR(1) Outside U.S. U.S. Cash Balance $400 Mil. return of basis from abroad Drivers of Future ETR The need to repatriate cash to the US mitigates the tax benefit from the Singapore spray dryer. $ in Billions 20 Benefit of manufacturing profit from new Singapore spray dryer Repatriate cash from lower ETR markets to the U.S.

 


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The 2015 Estimate is as of April 23, 2015; guidance was provided in the company’s earnings release and/or earnings call. GAAP EPS guidance is $3.79 to $3.89, which includes $0.11 per diluted share of specified items excluding future unknown mark-to-market pension adjustments. All years have been recast for the mark-to-market pension accounting change. Non-GAAP EPS +12% +7% +4% - 7% Sales Growth Constant Dollar +7% +9% +9% ~ +7% Reported +6% +8% +5% ~ +2% 21 +11% A History of Strong Sales and Earnings Growth

 


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Our Commitment to Our Shareholders 22 Our Ambition: Deliver superior performance within the top quartile of peer group How will we do this? Revenue growth at or above category growth rate Long-term earnings growth at or above revenue growth rate GAAP EBIT Margin (2014) Reported Revenue Growth (2008-14)

 


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Appendix 23

 


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Reconciliation of GAAP to non-GAAP 24 1 Table may not foot due to rounding. 2 Prior to February 10, 2009, there were 170.0 million shares of common stock outstanding. The company issued an additional 34.5 million shares of common stock in the IPO. For Non-GAAP EPS, the diluted shares number of shares outstanding is 204.5 million through Q1 2009

 


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Reconciliation of GAAP to non-GAAP 25

 


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Thank you ! 26

 

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