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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): October 21, 2009
ELI LILLY AND COMPANY
(Exact name of registrant as specified in its charter)
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Indiana
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001-06351
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35-0470950 |
(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer |
of Incorporation)
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File Number)
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Identification No.) |
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Lilly Corporate Center |
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Indianapolis, Indiana
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46285 |
(Address of Principal
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(Zip Code) |
Executive Offices) |
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Registrants telephone number, including area code: (317) 276-2000
No Change
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On October 21, 2009, we issued a press release announcing our results of operations for the quarter
and nine months ended September 30, 2009, including, among other things, an income statement for
those periods. In addition, on the same day we held a teleconference for analysts and media to
discuss those results. The teleconference was web cast on our web site. The press release and
related financial statements are attached to this Form 8-K as Exhibit 99.1.
For the third quarter 2009, the press release attached as Exhibit 99.1 includes a pro forma
non-GAAP presentation of our results. We use non-GAAP financial measures, such as pro forma
non-GAAP net income and pro forma non-GAAP earnings per share, that differ from financial
statements reported in conformity to U.S. generally accepted accounting principles (GAAP). In
the press release attached as Exhibit 99.1, we used non-GAAP financial measures in comparing the
financial results for the third quarter and first nine months of 2009 with the same periods of
2008. Those measures include total revenue, operating income, income before taxes, income taxes,
effective tax rate, net income, and earnings per share adjusted to exclude the effect of the
following items (described in more detail in the press release attached as Exhibit 99.1):
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The following item in the third quarter of 2009: |
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Asset impairments and restructuring primarily related to the sale of our Tippecanoe, Indiana site. |
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A charge related to settlements and potential settlements with the attorneys general
of several states of claims related to Zyprexa. |
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The following item in the second quarter of 2009: |
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A charge related to the potential settlement with the attorneys general of several
states of claims related to Zyprexa. |
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The following items in the third quarter of 2008: |
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Charges related to Zyprexa investigations with the U.S. Attorney for the Eastern
District of Pennsylvania, as well as the resolution of a multi-state investigation
regarding Zyprexa involving 32 states and the District of Columbia. |
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Asset impairments and restructuring primarily driven by the sale of our Greenfield,
Indiana site. |
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Acquired in-process research and development associated with the SGX acquisition. |
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The following items in the second quarter of 2008: |
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Restructuring and other special charges primarily related to the termination of the
companys AIR Insulin program. |
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Asset impairments associated with certain manufacturing operations (included in cost
of sales). |
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In-process research and development (IPR&D) charges associated with a licensing
arrangement with TransPharma Medical Ltd. |
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The following items in the first quarter of 2008: |
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A tax benefit from resolution of a substantial portion of an IRS audit of the
companys federal income tax returns for the years 2001 to 2004. |
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Asset impairments, restructuring, and other special charges primarily related to the
termination of the companys AIR Insulin program. |
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In-process research and development charges associated with an in-licensing
transaction with BioMS Medical. |
In addition, the pro forma non-GAAP presentation assumes that the acquisition of ImClone Systems
Incorporated (ImClone) was completed on January 1, 2008, and includes adjustments to the first
three quarters of 2008 for the ImClone acquisition. We also provide
certain operating results, including earnings-per-share growth,
without the impact of changes in foreign exchange rates for the
third quarter and first nine months of 2009 compared to the same
periods in 2008.
In the press release attached as Exhibit 99.1, we provided financial expectations for 2009. We
provided earnings per share, revenue, research and development expenses, and our effective tax rate
expectations on both a GAAP basis and a pro forma non-GAAP basis. In order to provide additional
insight into the earnings-per-share growth comparison between 2008 results and expected 2009
results, we adjusted 2008 earnings per share for the 2008 items described above and for the items
described below for the balance of 2008. We presented 2008 as if the ImClone acquisition were
completed on January 1, 2008.
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In the fourth quarter of 2008: |
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Charges related to the acquisition of ImClone Systems, including in-process research
and development, as well as ImClone operating results subsequent to the acquisition,
incremental interest costs and amortization of the intangible asset associated with
Erbitux®. |
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Asset impairments, restructuring and other special charges. |
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A tax benefit based upon the determination at final resolution of the agreement that
a portion of the EDPA settlement charge, taken in the third quarter of 2008, is tax
deductible. |
The items that we exclude when we provide adjusted results or adjusted expectations are typically
highly variable, difficult to predict, and of a size that could have a substantial impact on our
reported operations for a period. We believe that these non-GAAP measures provide useful
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information to investors. Among other things, they may help investors evaluate our ongoing
operations. They can assist in making meaningful period-over-period comparisons and in identifying
operating trends that would otherwise be masked or distorted by the items subject to the
adjustments. Management uses these non-GAAP measures internally to evaluate the performance of the
business, including to allocate resources and to evaluate results relative to incentive
compensation targets.
Investors should consider these non-GAAP measures in addition to, not as a substitute for or
superior to, measures of financial performance prepared in accordance with GAAP. For the reasons
described above for use of non-GAAP measures, our prospective earnings guidance is subject to
adjustment for certain future matters, similar to those identified above, as to which prospective
quantification generally is not feasible.
In accordance with GAAP, we have provided pro forma results in order to help investors make
meaningful comparisons of 2009 results and expections to 2008 results and identify underlying
operating trends that might otherwise be masked by the inclusion of ImClone results in a part of
2008.
The information in this Item 2.02 and the press release attached as Exhibit 99.1 are considered
furnished to the Commission and are not deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits
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Exhibit Number |
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Description |
99.1
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Press release dated October 21, 2009, together with related attachments |
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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 thereunto duly authorized.
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ELI LILLY AND COMPANY
(Registrant) |
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By:
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/s/ Arnold C. Hanish |
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Name:
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Arnold C. Hanish
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Title:
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Vice President and
Chief Accounting Officer |
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Dated: October 21, 2009 |
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit |
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99.1
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Press release dated October 21, 2009, together with related
attachments. |
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