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2010 Annual Report and Proxy Statement

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2010 Annual Report and Proxy Statement Getting There Eli Lilly and Company 2010 Annual Report Notice of 2011 Annual Meeting Proxy Statement Getting There The Lilly Promise The path to Lilly’s future is a pipeline, and a bridge. Our Mission Lilly makes medicines that help people live longer, The future of our company depends on bringing to healthier, more active lives. patients innovative medicines that address unmet medical needs. We have a robust pipeline of promising molecules. Our Values To reach its future potential, Lilly must first bridge a period Integrity | Excellence | Respect for People we call “Years YZ” when we face a series of major patent We promise to operate our business with absolute expirations—including expiration of the U.S. patent for integrity and earn the trust of all, set the highest standards for our performance and for the performance Zyprexa® in late 2011. of our products, and demonstrate caring and respect We have been preparing for YZ in a number of ways: for all those who share in our mission and are touched Achieving volume-driven revenue growth, along with cost by our work. savings, to deliver consistently solid earnings based on our currently marketed products. Building growth engines—in Our Vision Japan, in key emerging markets, and in our animal health We will make a significant contribution to humanity by improving global health in the 21st century. Starting business—that can deliver new revenues through the YZ with the work of our scientists, we will place improved period. And aggressively pursuing business-development outcomes for individual patients at the center of what opportunities that strengthen our financial and commercial we do. We will listen carefully to understand patient position. needs and work with health care partners to provide We believe these efforts will allow us to generate meaningful benefits for the people who depend on us. operating cash flow sufficient to carry out our innovation- Our Strategy based strategy, reward shareholders, and reach the future— We will create value for all our stakeholders by accel- successfully and independently—with bright prospects for erating the flow of innovative medicines that provide continued growth. improved outcomes for individual patients. Year in Review 1 Financial Highlights Proxy Statement 2 Letter to Shareholders 1 Notice of 2011 Annual Meeting and Proxy Statement 7 Pipeline of Molecules in Clinical Development 2 General Information 6 Board of Directors 10 Highlights of the Company’s Corporate Governance Guidelines Form 10-K 15 Committees of the Board of Directors 2 Products 16 Membership and Meetings of the Board and Its Committees 17 Results of Operations 17 Directors’ Compensation 34 Consolidated Statements of Operations 19 Directors and Corporate Governance Committee Matters 35 Consolidated Balance Sheets 21 Audit Committee Matters 36 Consolidated Statements of Cash Flows 23 Compensation Committee Matters 37 Consolidated Statements of Comprehensive Income (Loss) 25 Compensation Discussion and Analysis 38 Segment Information 38 Executive Compensation 39 Selected Quarterly Data 49 Ownership of Company Stock 40 Selected Financial Data 51 Items of Business To Be Acted Upon at the Meeting 42 Notes to Consolidated Financial Statements 56 Other Matters 73 Management’s Reports 57 Appendix A 74 Reports of Independent Registered Public Accounting Firm 60 Appendix B 64 Executive Committee and Senior Leadership For more information on Lilly’s commitment to corporate 66 Corporate Information responsibility, please see the inside back cover of this report. 67 Annual Meeting Admission Ticket 2010 Financial Highlights ELI LILLY AND COMPANY AND SUBSIDIARIES (Dollars in millions, except per-share data) Year Ended December 31 2010 2009 Change % Revenue................................................... $23,076.0 $21,836.0 6 Research and development .................................. 4,884.2 4,326.5 13 Research and development as a percent of revenue.............. 21.2% 19.8% Net income (loss)........................................... $ 5,069.5 $ 4,328.8 Earnings (loss) per share—diluted ............................ 4.58 3.94 Reconciling items1: ......................................... Acquired in-process research and development (IPR&D)...... .03 .05 Asset impairments, restructuring, and other special charges. .13 .42 Non-GAAP earnings per share—diluted........................ 4.74 4.422 7 Dividends paid per share..................................... 1.96 1.96 — Capital expenditures ........................................ 694.3 765.0 (9) Employees ................................................ 38,350 40,360 (5) 1 For more information on these reconciling items, see the Financial Results section of the Executive Overview on page 17 of the Form 10-K. 2 Numbers in the 2009 column do not add due to rounding. Revenue Grows Across Therapeutic Areas Revenue Per Employee Continues to Increase Return on Assets and Shareholders’ Equity ($ millions, percent growth) ($ thousands, percent growth) Revenue in Neuroscience, +11% ROA increased from 51.0% led by Zyprexa and In 2010, we continued our $602 2009 primarily due to progress on productivity. 46.1% Cymbalta, increased +7% strong net income Revenue per employee +10% 5 percent compared growth in 2010. ROE to 2009 and represents $6,135.4 increased 11 percent to $540 +2% $602,000. +21% also showed strong 41 percent of our $504 results for the second 2010 total revenue. year in a row also due $459 Endocrinology, led $9,419.0 $3,744.5 +10% +5% to strong net income 24.8% +8% 24.3% by Humalog, growth. Humulin, and Evista, $378 increased 2 percent $2,171.3 17.7% 15.8% +10% and represents 27 per- 12.1% cent of total revenue. 11.1% Despite a 16 percent drop in Gemzar sales due to $1,391.4 $214.4 patent losses, Oncology +15% +4% grew by 8 percent and represents 16 percent of total revenue. Cardio- Neuroscience vascular increased by Endocrinology -7.5% 10 percent and repre- Oncology sents 9 percent of total Cardiovascular Other Pharmaceutical 06 07 08 09 10 -16.3% revenue. Animal Health Return on Assets (ROA) 06 07 08 09 10 Return on Shareholders’ Equity (ROE) To Our Shareholders This year marks the 135th anniversary of the founding Near Term: Operating effectively and accelerating our of Eli Lilly and Company. It also formally marks the growth engines beginning of a period of major patent expirations we call “Years YZ,” when Zyprexa® goes off patent in late 2011 In 2010, Eli Lilly and Company posted strong financial in the United States. For all intents and purposes, we’re performance, highlighted by volume-driven revenue already managing through the impact of YZ in many of growth of 6 percent. Eight pharmaceutical products—plus our markets—including the United States, where generic our animal health business—each exceeded $1 billion in versions of our anti-cancer medicine Gemzar® entered the annual revenues. In the 12 months ending September market last November. 2010—the most recent period for which we have compa- rable data from IMS Health—Lilly’s worldwide revenue The loss of Zyprexa and other patented products will growth rate was the second-highest among the top 10 hurt our top-line and bottom-line performance. Yet, we’ve global pharmaceutical companies. seen this coming and we’re prepared, with a strategy we believe will create the greatest value for our shareholders, We were able to leverage this revenue growth into employees, and society: accelerating the flow of innova- even higher net income growth as we made continued tive medicines that provide improved outcomes for progress containing costs, even as we sustained our individual patients. substantial investment in R&D. Reported net income and earnings per share increased to $5.070 billion and $4.58, We have a robust and exciting pipeline, and we advanced respectively, compared with full-year 2009 net income a number of promising molecules in 2010. of $4.329 billion and earnings per share of $3.94. On a non-GAAP basis, which excludes We see strong growth ahead for many items totaling $0.16 and $0.48 for Eight Products Exceed $1 Billion in Revenue of our current products, and we’re ($ millions) 2010 and 2009, respectively, net among the fastest-growing compa- income and earnings per share Eight products $5,026.4 $5,000 nies in three important areas that and one product increased 8 percent and 7 percent, to will provide countercyclical growth line—Zyprexa, $5.241 billion and $4.74, respectively. Cymbalta, Alimta, opportunities through the YZ period: Humalog, Cialis, $4,000 Our strong operating performance, Gemzar, Humulin, Japan, key emerging markets, and our $3,459.2 along with prudent management and Evista, along Elanco animal health business. with animal $3,000 of working capital, generated some health—exceeded $6.9 billion of operating cash flow. $1 billion in 2010. Our financial strength and strong Alimta grew 29 per- $2,208.6 $2,054.2 cent primarily due $2,000 current performance enable us to $1,699.4 We generated solid volume growth to continued sales continue to pursue business develop- growth in the U.S. $1,391.4 in our current products in 2010. We $1,149.4 $1,088.9 and Japan. $1,024.4 ment, to make capital investments, $1,000 fended off a patent challenge to our and to maintain the dividend to our fastest-growing medicine, Alimta®, shareholders. In short, Lilly is well 0 and secured a six-month pediatric positioned to bridge YZ and emerge extension of U.S. market exclusivity. Cialis Evista Alimta Zyprexa Gemzar Humulin Humalog even stronger. Cymbalta We received FDA approval for an- other important pain indication for ® In this letter, I want to provide a broad Animal Health Total Cymbalta —chronic musculoskeletal look at how we’re approaching this pain—which will have launched in challenge with a focus on sustained growth: the U.S. by the time you read this. We also have important • First, I’ll review how we’re preparing for YZ in the near new indications in development for Alimta, Byetta®, term, by continuing to generate strong performance Cialis®, and Erbitux®.
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