2 unchanged sentences
Under applicable Securities and Exchange Commission (SEC) regulations, management of a reporting company, with the participation of the principal executive officer and principal financial officer, must periodically evaluate the company's "disclosure controls and procedures," which are defined generally as controls and other procedures designed to ensure that information required to be disclosed by the reporting company in its periodic reports filed with the SEC (such as this Form 10-K) is recorded, processed, summarized, and reported on a timely basis.
−Removed: Our management, with the participation of David Ricks, president and chief executive officer, and Anat Ashkenazi, executive vice president and chief financial officer, evaluated our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2023, and concluded that they were effective.
+Added: Our management, with the participation of David Ricks, president and chief executive officer, and Lucas Montarce, executive vice president and chief financial officer, evaluated our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2024, and concluded that they were effective.
Management's Report on Internal Control over Financial Reporting
−Removed: Ricks and Ms.
−Removed: Ashkenazi provided a report on behalf of management on our internal control over financial reporting, in which management concluded that the company's internal control over financial reporting is effective at December 31, 2023 based on the framework in "Internal Control—Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Ricks and Mr.
+Added: Montarce provided a report on behalf of management on our internal control over financial reporting, in which management concluded that the company's internal control over financial reporting is effective at December 31, 2024 based on the framework in "Internal Control—Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.
1 unchanged sentence
In addition, Ernst & Young LLP, the company's independent registered public accounting firm, issued an attestation report on the company's internal control over financial reporting as of December 31, 2024.
−Removed: You can find the full text of management's report and Ernst & Young's attestation report in Item 8.
+Added: See Item 8 for the full text of management's report and Ernst & Young's attestation report.
Changes in Internal Control over Financial Reporting
During the fourth quarter of 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: We rely extensively on information systems and technology to manage our business, including integrated supply chain operations, and global consolidated financial results.
−Removed: In February 2024, we completed the implementation of a new global enterprise resource planning (ERP) system, which replaced our operating and financial systems.
−Removed: We recently began our post-implementation activities.
−Removed: The ERP system is designed to accurately maintain our financial records, support integrated supply chain and other operational functionality, and provide timely information to our management team related to the operation of the business.
−Removed: During the implementation and post-implementation activities, we have made, and will have to make, changes to certain of our processes and procedures, and we will evaluate quarterly whether the changes materially affect our internal control over financial reporting.
Other Information
7 unchanged sentences
Information relating to our board of directors is found in our Definitive Proxy Statement, to be dated on or about March 21, 2025 (Proxy Statement), under "Governance - How We Build an Effective Board" and is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information relating to our insider trading procedure and processes is found in our Proxy Statement under "Ownership of Company Stock - Common Stock Ownership by Directors and Executive Officers" and is incorporated in this Annual Report on Form 10-K by reference.
Information relating to our executive officers is found at Item 1, "Business - Executive Officers of the Company" and is incorporated by reference herein.
8 unchanged sentences
Executive Compensation
−Removed: Information on director compensation, executive compensation, and talent and compensation committee matters can be found in the Proxy Statement under "Governance - How We Operate an Effective Board - Board Alignment - Director Compensation," "- How We Operate an Effective Board - Board Structure - Meetings of the Board and Its Committees - Committees of the Board - Talent and Compensation Committee," "Compensation - Compensation Discussion and Analysis," "- Talent and Compensation Committee Matters," and "- Executive Compensation." Such information is incorporated in this Annual Report on Form 10-K by reference.
+Added: Information on director compensation, executive compensation, and talent and compensation committee matters can be found in the Proxy Statement under "Governance - How We Build an Effective Board - Director Compensation," "- How We Operate an Effective Board - Board Structure - Meetings of the Board and Its Committees - Committees of the Board - Talent and Compensation Committee," "Compensation - Compensation Discussion and Analysis," "- Talent and Compensation Committee Matters," and "- Executive Compensation." Such information is incorporated in this Annual Report on Form 10-K by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
8 unchanged sentences
Total — — 48,827,102
−Removed: (1) 3,599,883 shares are underlying outstanding equity awards other than options.
+Added: (1) 2,396,006 shares are underlying outstanding equity awards.
Certain Relationships and Related Transactions, and Director Independence
10 unchanged sentences
• Consolidated Statements of Operations—Years Ended December 31, 2024, 2023, and 2022
−Removed: • Consolidated Statements of Comprehensive Income (Loss)—Years Ended December 31, 2023, 2022, and 2021
+Added: • Consolidated Statements of Comprehensive Income—Years Ended December 31, 2024, 2023, and 2022
• Consolidated Balance Sheets—December 31, 2024 and 2023
11 unchanged sentences
4.2 Tripartite Agreement, dated September 13, 2007, appointing Deutsche Bank Trust Company Americas as Successor Trustee under the Indenture listed in Exhibit 4.1, incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008
−Removed: 4.3 Description of the Company's Common Stock*
+Added: 4.3 Description of the Company's Common Stock , incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
4.4 Description of the Company's 1.625% Notes due 2026 and 2.125% Notes due 2030, incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
10 unchanged sentences
10.6 Form of Non-Compete Payment Agreement (1) , incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
−Removed: 10.7 The Lilly Deferred Compensation Plan, as amended (1) , incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013
−Removed: 10.8 The Lilly Directors' Deferral Plan, as amended (1) , incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017
+Added: 10.7 The Lilly Deferred Compensation Plan, as amended (1) *
+Added: 10.8 The Lilly Directors' Deferral Plan, as amended (1 ) *
10.9 The Eli Lilly and Company Bonus Plan, as amended (1) , incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020
−Removed: 10.10 2007 Change in Control Severance Pay Plan for Select Employees, as amended (1) *
+Added: 10.10 2007 Change in Control Severance Pay Plan for Select Employees, as amended (1) , incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
+Added: 19 Trading Lilly Securities Global Procedure*
21 List of Subsidiaries*
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31.1 Rule 13a-14(a) Certification of David Ricks, Chair, President, and Chief Executive Officer*
−Removed: 31.2 Rule 13a-14(a) Certification of Anat Ashkenazi, Executive Vice President and Chief Financial Officer*
+Added: 31.2 Rule 13a-14(a) Certification of Lucas Montarce , Executive Vice President and Chief Financial Officer*
32 Section 1350 Certification*
−Removed: 97 Executive Compensation Recovery Policy*
+Added: 97 Executive Compensation Recovery Policy , incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
101 Interactive Data File*
2 unchanged sentences
* Filed herewith.
−Removed: Long-term debt instruments under which the total amount of securities authorized does not exceed 10 percent of our consolidated
−Removed: assets are not filed as exhibits to this Annual Report.
−Removed: We will furnish a copy of these agreements to the Securities and Exchange
−Removed: Commission upon request.
+Added: Long-term debt instruments under which the total amount of securities authorized does not exceed 10 percent of our consolidated assets are not filed as exhibits to this Annual Report.
+Added: We will furnish a copy of these agreements to the Securities and Exchange Commission upon request.
Form 10-K Summary
8 unchanged sentences
/s/ David Ricks Chair, President, and Chief Executive Officer (principal executive officer)
−Removed: /s/ Anat Ashkenazi Executive Vice President and Chief Financial Officer (principal financial officer)
−Removed: ANAT ASHKENAZI
+Added: /s/ Lucas Montarce Executive Vice President and Chief Financial Officer (principal financial officer)
+Added: LUCAS MONTARCE
/s/ Donald Zakrowski Senior Vice President, Finance, and Chief Accounting Officer (principal accounting officer)
14 unchanged sentences
/s/ Juan Luciano Director
−Removed: /s/ Marschall Runge, M.D., Ph.D.
−Removed: MARSCHALL RUNGE, M.D., Ph.D.
+Added: /s/ Jon Moeller Director
/s/ Gabrielle Sulzberger Director
GABRIELLE SULZBERGER
−Removed: /s/ Karen Walker Director
−Removed: Trademarks Used In this Annual Report on Form 10-K
−Removed: Trademarks or service marks owned by Eli Lilly and Company or its affiliates, when first used in each item of this Annual Report on Form 10-K, appear with an initial capital and are followed by the symbol ® or ™ , as applicable.
−Removed: In subsequent uses of the marks in the item, the symbols may be omitted.
−Removed: Actos ® is a registered trademark of Takeda Pharmaceutical Company Limited.
−Removed: Baqsimi ® is a registered trademark of Amphastar Pharmaceuticals, Inc.
−Removed: Glyxambi ® , Jardiance ® , Jentadueto ® , Synjardy ® , Trajenta ® , and Trijardy ® are trademarks of Boehringer Ingelheim International GmbH.
−Removed: Tyvyt ® is a registered trademark of Innovent Biologics (Suzhou) Co., Ltd.
−Removed: Qbrexza ® is a registered trademark of Journey Medical Corporation.
−Removed: Zyprexa ® is a registered trademark of Cheplapharm Arzneimittel GmbH.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.