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| 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): December 15, 2020
ELI LILLY AND COMPANY
(Exact Name of Registrant as Specified in its Charter)
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| Indiana | | 001-06351 | | 35-0470950 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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Lilly Corporate Center
Indianapolis, Indiana 46285
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code: (317) 276-2000
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 (see General Instruction A.2.):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock (no par value) | | LLY | | New York Stock Exchange |
| 1.000% Notes due 2022 | | LLY22 | | New York Stock Exchange |
| 7 1/8% Notes due 2025 | | LLY25 | | New York Stock Exchange |
| 1.625% Notes due 2026 | | LLY26 | | New York Stock Exchange |
| 2.125% Notes due 2030 | | LLY30 | | New York Stock Exchange |
| 0.625% Notes due 2031 | | LLY31 | | New York Stock Exchange |
| 6.77% Notes due 2036 | | LLY36 | | New York Stock Exchange |
| 1.700% Notes due 2049 | | LLY49A | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On December 15, 2020, Eli Lilly and Company (the “Company”) issued a press release updating its financial guidance for
2020, and announcing its financial guidance for 2021. In addition, on the same day, the Company held a teleconference for analysts and media to discuss this guidance. The teleconference was webcast on the Company’s web site. The press release is attached to this Form 8-K as Exhibit 99.1.
The Company uses non-GAAP financial measures that differ from financial statements reported in conformity with U.S.
generally accepted accounting principles (“GAAP”), and the press release attached as Exhibit 99.1 includes a
description of certain non-GAAP items that may affect the Company’s financial expectations for 2020 and 2021. The
Company’s non-GAAP financial measures adjust reported results to exclude amortization of intangibles and items that are
typically highly variable, difficult to predict, and/or of a size that could have a substantial impact on the Company’s reported
operations for a period. The Company believes that these non-GAAP financial measures provide useful information to
investors in evaluating the Company’s performance. 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 financial measures internally to evaluate the performance of the Company’s business, including to allocate resources and to evaluate results relative to incentive compensation targets. Investors should consider these non-GAAP financial measures in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in
such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | | /s/ Donald A. Zakrowski |
| Name: | | Donald A. Zakrowski |
| Title: | | Vice President, Finance, and Chief Accounting Officer |
| Date: December 15, 2020 |
