Making Life Better
For Animals,
Makes Life Better
2020 Annual Report
With Relevance
Comes Responsibility
Learnings from COVID-19
malnutrition experience daily. In the
next three decades, 2 billion more
people will join our global population.
Population and middle-class growth
are expected to drive a 70% increase
in demand for protein in the same time
period. And all people deserve a seat
at the dinner table.
As lockdown orders kept people at
home, the skies cleared over cities
around the world and emissions
dropped 10% in the U.S. for example.
Yet animal numbers, one of the often-
blamed emission culprits, aren’t what
changed overnight. The COVID-19
pandemic showed us globally people
want and need meat, milk, fish, and
eggs. Meat department sales grew
nearly 20% in value and 11%, in
volume with household penetration
at 98.4%, according to IRI data.
Greater knowledge of meat options
and preparation are likely to benefit
the meat industry for years to come.
Healthy animals produce more, which
is critical, considering the world does
not have the extra natural resources to
meet the increased protein needs of
this growing population.
As quarantines began and social
isolation grew, we saw pet shelters
empty. People around the world
turned to four-legged friendships for
connection and joy. Loneliness and
anxiety, already at an all-time high
even before COVID, put people at
greater risk of developing conditions
like depression, high blood pressure,
and dementia. Pets have been an
intervention, an accessible solution
in the limited toolbox that exists for
addressing mental and emotional
health. In fact, our Elanco research
showed more than two-thirds of pet
owners say their pets provided even
more emotional support for them during
the pandemic. Nearly three-quarters
reported mental health improvements
from pet ownership.
FROM CATS TO CATTLE:
BEING THE CATALYST
FOR CHANGE
As tragic as the events of 2020
were around the globe, I believe the
past year serves as a catalyst for
change if we not only respond to
what happened, but also anticipate
what’s ahead. The pandemic brought
us into this decade. But for a better
end to this decade – and for those
that follow – we must act now to
ensure a brighter future.
From where I sit, there’s an obvious
answer: it’s about healthy animals.
Pets and protein and the role they
play in our lives. The pandemic
showed us what mattered most
to people. Pets and protein are
central to people’s lives. And they
are central to some of the world’s
greatest challenges. Pets and
protein can unlock solutions to the
seemingly disconnected issues
of environmental, physical, and
mental health.
And the animal health industry will
play a key role in bringing services
and solutions to address this
important intersection.
What we do at Elanco has never
been more relevant. With relevance
comes great responsibility to bring
innovation and to lead with a new level
of urgency. Responsibility to make
a difference, not just to survive this
period of uncertainty, but to separate
ourselves and find ways to help
society – and our company – thrive.
A letter from
Jeff Simmons
Elanco President & CEO
2020 was a historic year for the
world and for Elanco. We have
long understood the power of
pets and protein in our lives. Pets
play an essential role in providing
companionship to an aging parent,
soothing anxiety in a child, offering
a reason to get out of the house for
exercise, or making a connection with
a neighbor. Similarly, an egg a day
or a glass of milk provides invaluable
benefit toward building strong, healthy
bodies and developing young minds.
Healthy animals make milk, meat,
fish, and eggs more available and
affordable. Healthy, active pets at
the center of our families improve the
mental and physical health of people
everywhere. Simply put, making life
better for animals, makes life better.
If ever there was a year when we
needed ways to make life better, it
was 2020. And while the COVID-19
pandemic shook our system to its core,
it did help awaken the world to the
importance of pets and protein – the
center of Elanco’s focus.
THE PANDEMIC THAT
BROUGHT PERSPECTIVE
Much of the developed world
experienced empty meat, milk, and
egg cases for the first time, getting
a glimpse of what the 850 million
people that struggle with hunger and
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2020 Annual Report PUTTING OUR “STEAK”
IN THE GROUND
If we’re to achieve the 2050 UN
Sustainable Development goals – like
zero hunger, good health and well-
being, and temperature neutrality – we
must make a difference this decade. In
October, we shared our commitment
to do our part with the Elanco Healthy
Purpose Pledges. These decade-long
pledges ultimately seek to improve
the lives of people through increased
access to care for 3 billion animals –
whether it’s improving the availability
of nutritious, sustainable protein, being
our customers’ leading partner on the
road to net zero emissions, or helping
a pet spend a few more years at the
center of families.
This is our time. We don’t have the
luxury of choosing the era in which
we live. But we can control how we
respond. Our vision becomes reality
when common visions collide, and
true purpose-driven passion can be
harnessed for the collective good.
Together, we can achieve complex
goals for the good of society – around
the world. Beyond the heartbreaking
loss of lives to this pandemic, the
greatest tragedy of COVID would be if
we fail to act on what we’ve learned.
Elanco is better positioned to act than
at any time in our history.
Predictions for the Next Decade: 4 Forces Fueling the Future
What gives us confidence in our opportunity to make a difference? It’s based in our demonstrated ability to execute and capitalize
on key macro trends that will be forces of good in the first half of this decade, propelling our industry and Elanco forward.
Curbside to Couch:
Creating Convenient
Access to Animal Care
The Path
to Net Zero
Innovation
Matters
Creating Community on the
Inside Changes Communities
on the Outside
CURBSIDE TO COUCH:
CREATING CONVENIENT
ACCESS TO ANIMAL CARE
COVID has forever changed our
relationships with our pets and
how we care for them. Our pets
moved from companions to favorite
co-workers. They became regulars
on Zoom calls, and the best reason
to get out of the house. And as life
returns to normal, pet owners expect to
integrate their pets even more into their
daily routines, prioritizing pet-friendly
vacations, hotels, and workplaces.
This increased togetherness
is translating into increased
expectations around pet care and
health, driving broad-based industry
growth from clinic visits for both
wellness and sickness, to spending
and auto shipments.
As the COVID-19 pandemic shuttered
businesses, our sales and technical
teams shifted to serve customers
in innovative ways for a virtual and
curbside world, supporting the
surge in telemedicine and doorstep
delivery. Omnichannel presence,
which encompasses a strong
veterinary presence combined with
leadership in specialty, mass retail,
and e-commerce, has never mattered
more. During COVID, we saw about
one-third of pet owners shift their
spending online. And nearly all expect
to continue to use this channel. With
approximately half of the world’s
500 million pets still unmedicalized,
our increasing access to these
animals as an omnichannel leader
creates a responsibility to be the
conduit – the bridge – between pet
owners and veterinarians, improving
pet care over the long-term.
Meanwhile, continued technology
innovation will give animals a voice
like never before. Imagine a world of
connected care where a collar on a
dog not only provides protection from
fleas and ticks, but also tracks daily
activity, from food and water intake to
number and speed of steps, helping
a pet owner or veterinarian detect
potential illness or osteoarthritis well
before clinical signs. These types of
advances are sure to improve our
understanding of animal disease,
pain, and well-being in new and
interesting ways that will only further
the megatrends in the decade to
come. Elanco stands as one of the
only independent companies with
the access, systems, processes and
people to reach these animals around
the world.
THE PATH TO NET ZERO
If we’re to achieve UN Sustainable
Development goals like zero hunger,
good health and well-being and
temperature neutrality by 2050,
sustainability is another key trend
where we have to make a difference
this decade. And OUR time is NOW.
So that when this decade comes to a
close, we are looking back on the major
moves we made in this industry to
make a healthier planet.
From changes in administration here in
the U.S., to global organizations like the
UN, to increased involvement of global
philanthropic organizations and big
donors – the stars are aligned, and
sustainability is part of everyone’s
agenda. We all want the same things
– a stable environment with clean air,
clean water, and high-quality food
that nourishes people. Livestock,
2020 Annual Report
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2020 Annual Report particularly cattle, are often cited as a
leading culprit in air emissions. We can
be an easy target, or we can show
the world we are part of the solution.
Healthy animals play a critical role
on the path to Net Zero, in addition
to the important role meat, milk
and eggs play in human nutrition
and health. They upcycle the food
byproducts, grass, and forages that
humans cannot use on land that has
limited alternative use, creating 2.5
times more nutrient rich protein in meat
and milk than they consume. The key
to achieving Net Zero is sequestering
carbon and balancing emissions with
removals. Livestock are important
players on both sides of that emissions
balance sheet.
If we want to make a difference in
emissions from protein production, we
must invest in farm animal innovation,
where orders-of-magnitude more
protein will be produced and where the
ability to reduce emissions within the
sector dwarfs any impact alternative
protein could achieve. For example,
U.S. retail meat sales grew $13.3 billion
in 2020, which is 27 times larger than
the entire refrigerated plant-based
alternatives market.
Importantly, the major gas coming from
cattle production is methane. Methane
from cattle is derived from CO2 in
the atmosphere. Cattle eat carbon
captured in plants and emit a small
fraction as methane. Unlike carbon
dioxide, which lasts for a century and
is produced in alternative protein
production, methane is a short-lived
greenhouse gas, persisting for roughly
a decade. As a result, cattle are part
of the natural biogenic carbon cycle.
The short-lived nature of methane is
an opportunity however – atmospheric
concentrations respond much quicker
to emissions reductions than CO2.
So reducing methane emissions can
actually have a cooling impact on the
environment. If we can cut methane
emissions by one-third in 2050
compared to 2020, we can create
a significant cooling effect on the
climate and move us closer to the
goal of the Paris Agreement containing
global warming below 1.5 degrees
Celsius. Farm animal innovations that
cut methane emissions are an exciting
opportunity for animal ag to be a part of
the global climate solution.
Today, animal agriculture is
responsible for about 4% of U.S.
greenhouse gas emissions (GHGs).
There are four main areas of emissions:
enteric methane derived from the
animal’s digestive process, manure
emissions, feed production, and, to
a lesser extent electricity/fuel use. I’ll
focus on the first two.
Enteric Emissions: The best avenues
to reduce enteric emissions include
reducing loss from death and disease,
optimizing feed to sources that
generate lower emissions, genetic
selection for animals that naturally have
greater production efficiency, and feed
additives that can reduce methane or
improve efficiency, generating more
meat, milk or eggs per unit of feed
and reducing the amount of methane
per unit. For example, in early 2021
University of California-Davis released
new research on red seaweed that
could cut emissions from beef cattle
by over 80%. While more research is
needed, innovations that get us to our
target of cutting methane by a third are
within reach.
Manure emissions: Manure emissions
are the second largest part of the
footprint, but manure can also be an
important part of the solution. Anerobic
digesters convert manure to renewable
energy to reduce on-farm energy
needs or to be sold to the power grid.
Industrial energy is responsible for
around 11% of US emissions; if biogas
from digesters can be used to reduce
industrial GHG emissions, this would
reduce that sector’s emissions along
with those of the livestock production.
Manure can also be used as a natural
fertilizer, improving the health of the
soil and increasing crop yields, while
reducing need for synthetic fertilizer,
production of which is a meaningful
source of GHG emissions.
Through our Healthy Purpose
commitments, we at Elanco are
committed to be livestock producers’
leading partner on their journey to
Net Zero. Elanco solutions are already
helping farmers and ranchers improve
the sustainability of livestock production.
ELANCO CAN IMPACT THE
FIRST THREE EMISSION
TYPES IN SEVERAL WAYS:
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Today 20% of animal productivity
globally is lost to death or disease.
We can have a significant effect on
reducing both enteric and manure
emissions simply by improving
the health of animals.
Elanco helps the animal reach
its genetic potential and be more
productive, which means fewer
animals are needed to produce
the same amount of meat. Fewer
animals equals less methane and
less manure. Specifically, the
unique mode of action in Elanco’s
Rumensin® directly reduces
enteric methane in each animal.
Elanco helps the animal get
more from its feed and improve
feed efficiency, which means
it needs less.
Finally, with more than 20
years of industry data tracking,
Elanco provides technical
and benchmarking expertise
to help customers identify
potential adjustments to
reduce their footprint and track
their progress over time.
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2020 Annual Report Elanco’s products, partnerships,
robust industry data and expertise
are the four key ingredients that
help position us as our customers’
lead partner on the path to Net
Zero. Today, Elanco products reduce
beef’s footprint by at least 9%. In dairy,
Rumensin use on an average 1,000-
cow dairy decreases CO2 emissions
per kilogram of milk by about 3.5% and
enteric methane emissions nearly 5%.
Livestock production can reach carbon
neutrality by 2050; many farms will do
it in this decade. And dairy, the largest
source of animal protein in the diet, is
an industry committed to achieving Net
Zero by 2050. In just the last decade,
dairy farmers reduced GHG emissions
per gallon of milk by 20%.
But we know we can do better. Imagine
a world where we aren’t just focused
on mitigating animals’ impact on the
environment …. a world where farmers’
and ranchers’ main source of income
comes through their ability to recycle
and sequester carbon to create
renewable natural gas and renewable
electricity from their herds.
We can’t eat our way out of climate
change. But we can improve how
food gets to our plate. Animal health
is an essential part of the climate
smart agriculture required to nourish
us while meeting climate goals. If
we completely removed animal
protein from the diet and every
American went vegan, we would only
reduce GHGs by less than 1.5%.
New research suggests removing
ruminants and protein production from
the system entirely would actually be
counterproductive, potentially even
increasing emissions in the long-term.
We must foster a dialogue focused
on bringing innovation, investment,
and real solutions that achieve health
for the planet, animals, and people
simultaneously. Together, we can
achieve complex goals for the good of
society across the globe.
INNOVATION MATTERS
Innovation does matter. It is rewarded.
And it will be the enabler of both the
changing pet care landscape and
environmental trends. Throughout
history, science and innovation have
been the solution to our greatest
challenges. Innovation will be the
answer again.
As the animal health industry is
maturing, it’s beginning to attract
investors to drive new innovation
and convergence of other industries.
With bigger, independent companies
uncoupled from human pharma, the
industry is poised to make significant
progress. During this decade we will
see emerging innovators, expansion
to adjacent space, new funding and
sourcing models. And Elanco wants
to be THE innovation partner of
choice. As a global pet and livestock
leader, Elanco has significant access
to animals – 19 species in nearly
100 countries –and the track record
as a conduit to source, partner,
and globalize innovation in animal
health. We predict that the sourcing,
partnering, development and funding of
innovation will be more transformational
and significant the next five years than
ever before in animal health.
CREATING COMMUNITY
ON THE INSIDE
CHANGES COMMUNITIES
ON THE OUTSIDE
I would be remiss if I were to close
this letter without mentioning the
social injustice our world experienced
in 2020. We at Elanco spent a great
deal of time in 2020 processing these
injustices, seeking to bring greater
understanding and become better
advocates for all people. We need to
listen more. We need to do more. We
need to reach out more. We need to
challenge perspectives more. We cannot
waste this time and opportunity today to
make tomorrow better.
Elanco aspires to be a safe harbor, to
foster a culture and community where all
employees from across the globe can
be their authentic selves every day. As
the world is a sea of divisiveness, Elanco
becomes a harbor of personal security
where our team can form community,
where they feel safe and enabled to be
themselves, where they can thrive. This
takes culture to another place. And work-
life balance to a whole life experience
that exudes respect and a demand that
everyone can express and be their whole
self. Our values of Respect, Integrity,
and Excellence aren’t just words on a
wall. They come to life daily in how we
care for each other, in how we embrace
everyone, their unique backgrounds and
beliefs, and how we make our toughest
decisions. The events of 2020 have been
a catalyst for action, especially around
making everyone comfortable speaking
up when seeing injustice.
We have used this time to unite and
strengthen the community inside our
company, because it will be our leaders
that go outside our company into the
communities where we live and work to
make a difference in the world. We also
need to lend our voice to driving change
faster in our community.
Two years into Elanco’s journey of
building a fit-for-purpose, independent
global animal health leader, we are
well positioned to capitalize on these
four forces, accelerating sustainable
long-term value for customers,
shareholders, and employees while
turning these trends into a force for
good for society as a whole.
2020 Annual Report
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2020 Annual Report State of Elanco
Progress in the Face of Two Pandemics
Now let me turn my attention to Elanco’s progress in 2020.
Since our 2018 IPO, we have weathered two pandemics –
African Swine Fever and COVID-19 – and made tough, but
necessary decisions to best position the company for the
long-term, from acquiring Bayer Animal Health to making a
significant distribution strategy change.
During a year of many challenges for our business, we
worked through these multiple obstacles – virtually, in most
cases – creating a solid platform for our future. Among our
2020 milestones, the most significant was the completion of
our acquisition of Bayer’s animal health business.
As we move forward, I am committed to
industry-leading transparency, simplified
reporting, and expanded and strengthened
Board oversight and governance. We
will continue to provide regular financial
guidance to give you confidence and clarity
about Elanco’s future.
Major Milestones Achieved
In 2020, we made important decisions and took action
to deliver improved near-term and long-term value.
Bayer Animal Health Acquisition
We secured financing, remedied antitrust assets,
and closed the Bayer acquisition, including
facilitating the sale of the majority of Bayer’s 15%
stake. As a result of the transaction, Elanco has a
more durable, diverse business with stronger Pet
Health and cattle portfolios. Elanco has become the
Pet Health omnichannel leader, which is proving
even more vital in the wake of the pandemic.
Distribution Strategy Change
By the end of the second quarter, we completed our
distribution strategy change. This model change has
proven to increase competitiveness as evidenced
by improved receivables, cash conversion, margin,
market share, and price growth in subsequent
quarters, while maintaining days of sales outstanding.
Systems
At the end of the year, we neared the completion of our
separation and standup from Lilly. The entire global
Elanco team is now operating on standalone IT and
SAP systems with essentially all Lilly TSAs completed at
the end of the first quarter of 2021. The SAP transition
reduced the complexity from operating in three separate
SAP systems – Lilly, Elanco, Bayer carve-out – down to
two with the final phase of migration to come.
Pipeline
The pipeline is progressing with the newly
expanded and strengthened scale and capabilities
expected to contribute 2-3 percentage points of
growth annually. As of February 2021, we had
secured nine of the 13 approvals needed to support
the company’s eight key 2021 launches.
Value Capture
We continue to streamline processes,
optimize our footprint, and deliver increased
operational efficiency. We have announced
plans for approximately half of the
anticipated $300 million in synergies, with a
path to achieve them two years faster than
originally planned.
Expanded Governance
In December 2020, we expanded the Board to
bring additional capabilities, experience, and
expertise to deliver consistent, sustained value
while integrating an investor perspective. The
added and expanded committees are focused
on enhancing strategy and execution.
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2020 Annual Report
2020 Annual Report We ended 2020 with strong momentum.
With these milestones behind us,
Elanco stands at an inflection point,
positioned for accelerated long-term
value creation for shareholders and
society. With the addition of Bayer,
Elanco’s value creation opportunity
– we believe the most significant in
the industry – is even more material
than when we launched our IPO in
September 2018. That’s what excites
me about Elanco, along with our
tenacious, resilient people and their
relentless passion around both our
purpose – Food and Companionship
Enriching Life – and serving customers:
farmers, veterinarians, and pet owners.
We know there will be continued
challenges, but I am confident in the
Elanco team and how they respond
with creativity and innovative solutions
to whatever may arise.
Today, our newly combined
company is more durable, more
diverse, and better positioned to
capitalize on industry trends. We
have strengthened and expanded our
Innovation, Portfolio, and Productivity
(IPP) strategy. It remains our foundation
for sustained growth and profitability,
with innovation at the forefront of
delivering consistent, dependable
revenue contribution. We have a more
balanced portfolio between our Pet
Health and Farm Animal categories,
and greater geographic reach, with
a more even split between U.S. and
International, and new strength in
emerging growth economies. We have
enhanced capabilities in critical market
segments. And our omnichannel
presence – now our sweet spot – has
never mattered more. During COVID,
we saw about one-third of pet owners
shift their spending online, and the vast
majority expect to continue to use this
channel. We continue to see a long-
term opportunity for growth with
roughly half of the world’s 500 million
pets yet unmedicalized.
Our expanded global portfolio allows
us to provide more comprehensive
animal health solutions to farmers,
veterinarians, and pet owners.
Since closing the Bayer Animal Health
acquisition on August 1st, Elanco has
outperformed our expectations every
month, driving revenue beyond the
high-end of our fourth quarter 2020
revenue guidance, achieving $1.14
billion and closing the full year at
$3.3 billion.
Most importantly, as I reflect on
2020, it’s with deep gratitude to our
Elanco team. Our frontline essential
workers in the labs and plants kept
our pipeline and products flowing.
Our sales and technical teams shifted
to serve customers in innovative
ways. They not only weathered the
pandemic and kept our customers
in the center, but they did it while we
were completing our industry’s largest
ever acquisition – all virtually. The
executive team and I remain inspired
by the deeply committed, passionate
performance of the Elanco team.
One of my biggest learnings from
2020: strong vision and purpose to
make a difference create a level of
loyalty I couldn’t begin to
imagine when we started on our
journey to create a purpose-driven
company 15 years ago.
I have more resolve and confidence
than ever that Elanco is at an
inflection point for delivering long-
term value creation, which begins
in 2021. Our outlook demonstrates
growth, dependable innovation
contribution and resumed progress
toward margin and deleverage targets.
As we outlined in our December
2020 Investor Day, Elanco expects
to deliver 3% to 4% average annual
revenue growth over the long term.
We expect to achieve our long-term
margin targets of 60% adjusted gross
margin by the 2023-2024 timeframe,
and 31% adjusted EBITDA by 2024.
This begins in 2021 as we continue the
momentum we saw in the fourth quarter
of 2020 and begin our first full year as a
combined company.
We will continue executing our
aggressive value capture agenda in
2021, with expected delivery of $300
million in synergies by 2023, two
years ahead of expectations when we
announced the deal. We will build on
our proven track record of continuous
improvement, delivering at least $100
million in legacy Elanco productivity
savings in 2021 through 2023. And we
have a clear road map to reduce our
net leverage ratio to below 3x by the
end of 2023.
As we close out a year we will never
forget, I want to end with my sincere
appreciation to our Board of Directors
and particularly our Chairman, Dave
Hoover, for the wisdom, advice, and
guidance as we’ve transformed Elanco
into a global leader.
Finally, thank you to all of you – our
investors – for your continued belief in
Elanco, our strategy, and the difference
that we can make for customers and
our world.
Jeff Simmons
Elanco President
and CEO
2020 Annual Report
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2020 Annual Report A Letter
From Our Chairman
Focus and Commitment.
In a year of unparalleled challenges that included not one but two pandemics – African
Swine Fever and COVID-19 – focus and commitment defined 2020 for Elanco. And with
our unwavering focus and commitment to execution - from our executive team, through
our 9,000 global employees to our Board - Elanco is exceptionally well positioned to
deliver long-term value for our customers, our employees and our shareholders.
Despite the unprecedented challenges the two pandemics presented across our global
business, 2020 was a year of significant achievement for Elanco. In only our second
year as a public company, Elanco neared completion of separation from Lilly – standing
up our own systems and processes – while reinvigorating our commercial model,
advancing our aggressive margin expansion plans and completing the acquisition of
Bayer Animal Health, largely without Transition Service Agreements.
With our demonstrated focus and commitment, today, Elanco is better positioned than
ever for long-term growth and value creation.
Through the Bayer acquisition, we now have an evenly balanced portfolio between Farm
Animal and Pet Health. We now have significant presence in key growth markets across
the globe. We have an expanded portfolio of strong brands. And we have newfound
omnichannel strength with leadership in animal health e-commerce.
In 2020, Elanco also demonstrated our focus and commitment to Diversity, Equity
and Inclusion – as well as to our Environmental, Social and Corporate Governance
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2020 Annual Report
2020 Annual Report responsibilities through Elanco’s Healthy Purpose™ and the advancement of our
industry’s first-of-its kind Healthy Purpose Pledges. Healthy Purpose is designed not
only to help our own company achieve a more sustainable future, but our customers,
communities and the planet, as well. Very few industries, much less companies, are able
to have such a direct impact on the daily life of people.
None of this is possible without the focus and commitment of our executive leadership
team and our dedicated employees. They share a genuine sense of ownership
and accountability, driven by their passion for our vision: Food and Companionship
Enriching Life. In my career, I’ve seldom witnessed the passion, commitment and
singular focus on what a company is working to achieve as I’ve felt at Elanco in the past
few years.
I want to thank our Board for its exceptional work throughout 2020 in a new virtual world.
We welcomed three new members who added strength in innovation and finance while
also bringing greater investor perspective. We strengthened our governance with the
expansion of the Finance and Oversight committee and the creation of the Innovation,
Science and Technology committee to continually bolster these critical areas for Elanco.
I knew becoming Chairman of the Board of Directors for Elanco in early 2018 would be
a rewarding journey. But I never imagined all that Elanco would accomplish in just a few
short years of independence… transforming to an industry leader, poised for its next era
of growth.
Our unflinching focus and commitment will continue to be our north star, assuring those
stakeholders who are counting on us that Elanco will consistently deliver with discipline.
R. David Hoover
2020 Annual Report
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2020 Annual Report 2020 Financial Results
Elanco ended 2020 with good
momentum, generating full year
revenue of $3.3 billion representing
7% growth year over year,
comprised of $2.7 billion from the
legacy Elanco business and $0.6
billion from the legacy Bayer portfolio.
Revenue for the combined company
was $4.4B, assuming a full year
of Bayer Animal Health revenue
and excluding divestitures for both
companies.
Strong execution and intact
fundamentals allowed the
company to drive revenue and
adjusted EBITDA above guidance
in the fourth quarter, and EPS at
the top-end of the range.
On a reported basis, full year gross
margin decreased 300 basis points
to 49.1% of revenue primarily due
to amortization of inventory fair
value adjustments recorded from
the acquisition of Bayer Animal
Health, unfavorable product mix, and
deleverage of fixed manufacturing
costs across the lower legacy
Elanco revenue base, more than
offsetting the benefit from inclusion
of the acquired gross profit, price
improvement for legacy Elanco,
and continued improvements in
manufacturing productivity. On an
adjusted basis, full year gross margin
decreased 10 basis points to 52.0%
of revenue. Reported net loss and
loss per share were $560.1 million
and $1.27, respectively. Net income
and earnings per share, on an
adjusted basis, were $206.7 million
and $0.47 per share, respectively.
Adjusted EBITDA was $528.5 million
on 16.1% of revenue for the full year
2020.
The fourth quarter financials provide a
more accurate reflection of the newly
combined business. In the quarter,
the reported gross margin decreased
300 basis points to 49.1% of revenue,
while adjusted gross margin 2
increased 480 basis points to 52.7%
of revenue, driven by the benefit
from the inclusion of the acquired
gross profit from Bayer Animal
Health, price improvement for legacy
Elanco products, and continued
improvements in manufacturing
productivity, partially offset by lower
absorption driven by lower production
volumes, fixed cost deleverage, and
unfavorable product mix for legacy
Elanco. Reported loss per share
in the quarter was $0.66. Adjusted
EPS in the quarter was $0.12 per
share. Adjusted EBITDA was $175.9
million, exceeding the high-end of the
guidance range.
$3.3
Billion
2020 revenue
7%
Growth
year over year 1
$4.4
Billion
combined
company revenue
1 Revenue growth inclusive of legacy Bayer Animal
Health products beginning August 1, 2020.
2 Adjusted gross margin is defined as adjusted
gross profit (total revenue less adjusted cost of
sales) divided by total revenue.
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2020 Annual Report
2020 Annual Report Strengthened and Expanded Innovation,
Portfolio, Productivity (IPP) Strategy
Elanco’s acquisition of Bayer Animal Health in 2020 strengthened and expanded the company’s IPP strategy with
a more robust portfolio in key categories, focused innovation to support further portfolio expansion and a comprehensive,
multi-year productivity agenda to unlock greater value opportunities.
Dependable Revenue
Growth from Innovation
~$80-$150M in annual contribution,
driving 2%-3% growth
Consistent 8%-9% investment
Intentional pipeline mix to balance
blockbusters with portfolio solutions
Complementary external innovation
as partner of choice
Expanded Portfolio,
Capabilities, Access
Invest in focus brands; optimize
defend brands
Key enablers drive growth
across portfolio
Enhanced and focused com-
mercial structure
Cross-functional collaboration
supporting new launches
Customer
Veterinarian
Farmer
Pet Owner
Unlocking Value
Quicker achievement of $300M synergies; $100M+ in
productivity savings
Confidence in debt paydown and path to <3x leverage
Adj. gross margin 60% and adj. EBITDA margin 31%
targets intact
2020 Annual Report
11
11
2020 Annual Report Launched or Acquired Since 2015 (1)
New Product Progress
$ Millions
2017
$143.8
2018
$274.2
2019
$439.2
2020
$440.8
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Products Include
Pet Health
Osurnia® (2)
Galliprant®
Credelio®
Entyce®
Interceptor® Plus
Nocita®
Tanovea®
Farm Animal
Imrestor® (3)
Imvixa™
Kavault®
Inteprity®
Full Year 2020
5% growth excluding divestitures
Clynav™
Prevacent™ PRRS
Correlink™
(1) Excludes products acquired from
Bayer Animal Health
(2) Osurnia was divested as of deal close
on August 1, 2020; growth rate excludes
Osurnia in 2020
(3) Marketing of Imrestor has been suspended
while additional indications are pursued
Development Pipeline Contribution to Revenue
$ Millions
Pet Health
Farm Animal
~3%
CAGR
~2%
CAGR
2021
2022
2023
2024
$500-$600
2025
Expansion of the Galliprant
franchise to additional geographies,
with approvals and launches in
important Pet Health markets
including Australia, Brazil, and Japan.
Galliprant is a first-of-its-kind NSAID
treatment for canine osteoarthritis pain
and inflammation.
Increxxa was approved for treatment
and control of cattle and swine
respiratory disease in Europe.
South Korea established a Maximum
Residue Level (MRL) for Experior in
December, creating trade access in the
important import market and paving the
way for a first quarter product launch.
Innovation
We believe innovation will drive
Elanco’s growth over the next
few years with a balance of
blockbusters and compelling,
complementary portfolio solutions,
creating dependable revenue,
contributing 2-3 percentage points
of growth annually.
In 2020, the 14 legacy Elanco
products launched or acquired
since 2015 delivered $441 million
of revenue, up 5% year over year,
excluding divestitures and despite
COVID-related pressures. Moving
forward, these recent innovations
will transition into our focus brands
which will drive our sales growth
in 2021 and the years to come. In
2021, we will transition to tracking
the next wave of Elanco innovation,
beginning with eight new launches
in 2021, expected to contribute $80
to $100 million in revenue in their
first year. Over the 5-year period,
Elanco has 45 “shots on goal”
expected to translate to 25+ launch
equivalents, with an anticipated
revenue contribution of $500
million to $600 million in 2025.
2020 Innovation
Milestones
Expanded feline offerings with:
1) the U.S. approval for Elura, a new
prescription medicine to manage
weight loss in cats with chronic kidney
disease, an increasingly common
condition with age; and 2) the
European launch of Credelio for Cats,
a monthly tick and flea chewable
tablet specifically designed for cats.
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2020 Annual Report
Alongside Elanco’s internal
efforts, the company will continue
its unique approach to innovation
as the external partner of choice,
given its enhanced scale and
access to the world’s animals,
farmers, veterinarians, and pet
owners. In 2020, Elanco external
agreements included:
An agreement with KindredBio to
commercialize a first-of-its-kind
monoclonal antibody for the
treatment and prevention of canine
parvovirus. This deadly disease
impacts at least 250,000 puppies
annually in the U.S. and has no
approved treatment available.
An agreement with AniV8, Inc. to
evaluate the company’s wearable
technology in research settings.
AniV8’s collar-mounted device is based
on high quality science, using patented
proprietary algorithms and cloud-based
data analytics to measure the quality
– rather than quantity – of movement.
It is the first wearable health monitor
to diagnose and monitor osteoarthritis
pain in dogs and cats in this method.
A collaboration with VetNow to
provide veterinarians access to a
telemedicine platform to maintain
service to animals and owners,
including specialist consultations,
during a time when the industry has
been challenged to find new ways to
connect.
Furthermore, in 2020 Elanco inked
a four-year agreement with Purdue
University and Purdue Research
Foundation allowing Elanco to work
side-by-side with Purdue’s leading
animal health research scientists, to
turn ideas and technical needs into
action with greater speed and agility.
Finally, Elanco created a new
Innovation, Science, and Technology
committee of the Board, which in
tandem with a newly established
external innovation advisory panel,
will identify and capitalize on external
collaboration opportunities.
Portfolio
Elanco is a strategic global leader
with a more robust, diverse, durable
portfolio following the acquisition
of Bayer Animal Health. With
the increased scale and reach,
Elanco has more access to the
world’s animals than at any
point in the company’s history.
The Elanco business is now more
evenly balanced between U.S.
and International, Pet Health and
Farm Animal, with new strength in
emerging growth economies.
Elanco’s expanded global
portfolio will help provide farmers,
veterinarians, and pet owners
more comprehensive animal health
solutions.
With the addition of Credelio this
year, Elanco now has nine of
the industry’s approximately 40
blockbusters with one more nearing
the $100 million threshold. These
big brands make up approximately
35% of Elanco’s annual revenue
and serve as the anchor of broad
portfolios.
In 2020, Elanco introduced a
framework for the company’s
portfolio as part of its long-term
algorithm for growth:
35%
Nine blockbusters
(>$100M annual
revenue each)
Focus brands
Those significant Pet Health, poultry,
and aqua brands that are accretive to
Elanco’s overall growth and where the
company will invest.
Core brands
The vast portion of the portfolio that
in aggregate is stable to growing
slightly.
Defend brands
Rumensin, Trifexis, and the Advantage
family, which are highly profitable,
material brands where Elanco will
work to maximize their profitability and
preserve sales.
65%
Breadth of relevant
global, regional,
and local brands
In Pet Health, Elanco provides a
complete approach to care, from
disease prevention and wellness
for the youngest puppies to helping
older pets remain active, healthy,
and happy companions. Elanco has
a diverse portfolio including a broad
range of parasiticides, a wide-ranging
pain offering, and a strong U.S.
vaccine portfolio.
2020 Annual Report
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13
2020 Annual Report Elanco now brings the broadest
pet parasiticide portfolio in the
market, offering options for every
pet need or preference, lifestyle, and
budget. These range from over-the-
counter topical treatments and collars,
such as the blockbuster long-lasting
Seresto collar, and the flagship
Advantage family of products, as well
as veterinarian-prescribed chewables
that prevent worms, ticks, and fleas
with Credelio and Interceptor Plus.
Elanco intends to launch an innovation
in the global parasiticide market every
year on average for the next five years,
starting with Credelio Plus in certain
international markets in 2021.
Importantly, Elanco is now the leader
in retail and e-commerce and has
been outpacing the double-digit
industry growth in the U.S. market.
Omnichannel is a sweet spot for Elanco
and one of the key growth enablers.
The company’s expanded Farm
Animal portfolio positions Elanco to
serve an even broader spectrum of the
industry, adding anchor brands from
Bayer to the cattle, swine, and aqua
portfolios, making Elanco #1 in aqua
and #2 in beef globally. Meanwhile,
Elanco remains the market leader in
poultry and expects this category to
drive revenue growth over the medium-
to long-term.
In addition to strong brands in the Pet
Health and Farm Animal businesses,
Elanco will grow its portfolio with
five key growth enablers: launch
excellence, omnichannel leadership,
geographic expansion, pricing, and
digital ecosystem.
Productivity
Elanco’s multi-year company-wide
productivity agenda continues to
unlock value. The manufacturing
organization captured $115 million
in cost savings and avoidance in
2020. Since 2018, the team has
delivered $250 million in cost
savings and avoidance, surpassing
the original $215 million goal,
and contributing most recently to
our fourth quarter gross margin
expansion and outperformance.
Elanco has transitioned all its historic
Elanco legal entities onto the new
Elanco ERP system with new shared
service centers in Poland and
Malaysia executing the company’s
financial transactions. Elanco has
also completed the move of all Elanco
employees into its own facilities on its
own IT network infrastructure. As a
result of this global effort, Elanco exited
all material Lilly TSAs on time by the
end of March 2021.
Elanco is accelerating value capture
efforts to deliver $300 million of
planned EBITDA synergies from
the Bayer acquisition by 2023 – two
years faster than anticipated at deal
announcement. The company will
continue to execute its productivity
agenda to deliver an additional $100
million in expected cost savings and
avoidance benefits over the next two
years on the legacy Elanco business.
The larger combined Elanco is
positioned for innovation to deliver
dependable revenue growth with an
expanded portfolio, capabilities, and
access to the majority of the world’s
animals, while the multi-year company-
wide productivity agenda will continue
unlocking value.
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14
2020 Annual Report
2020 Annual Report
14
2020 Annual Report Making Life Better
Elanco is committed to the idea that
its business can be a unique force
for good for all in society, starting
with animals. Therefore, its approach
to sustainability - called Elanco
Healthy Purpose™ - is a framework of
sustainability commitments focused on
advancing the well-being of animals,
people, and the planet. In this context,
in October 2020, Elanco became the
first animal health company to launch
2030 sustainability commitments, the
Elanco Healthy Purpose Pledges,
designed to drive sustainable change
and support the United Nations
Sustainable Development Goals
(SDGs).
Elanco’s Healthy Purpose is built on
four interconnected pillars: Healthier
Animals, Healthier People, Healthier
Planet, and Healthier Enterprise. These
represent the areas that are the most
important to customers, employees,
investors, and other stakeholders,
and bring to life the company’s vision
for driving sustainable solutions for
generations to come.
Entering this decade, in the wake of
fundamental changes happening
around the world due to the COVID-
19 pandemic, Elanco’s purpose-
driven culture has potential to
create societal change, beyond
healthy animals, in ways that
weren’t possible before. It all starts
with healthy animals. They are
the unexpected, game-changing
variable, that will unlock solutions to
the seemingly disconnected issues
of environmental, physical, and
mental health.
These connections, from the role
of nutritious protein to the positive
effects of pets, have significant
impact on daily human health. This
realization 15 years ago transformed
Elanco from being solely focused
on animals, to being in the people
business.
But Elanco recognizes it can’t solve
the problems plaguing society
alone, and is committed to doing its
part, to work with the right people –
from farmers to veterinarians and pet
owners, all the way to legislators, non-
profit organizations, and food suppliers
– to build sustainable solutions for
healthier people, animals and planet.
Elanco’s 2030 Healthy Purpose
Pledges, in support of the UN
Sustainable Development Goals, are
the start to this journey:
PROTEIN PLEDGE
First, Elanco pledged to create more
resilient food systems by enabling 57
million more people to access their
annual nutritious protein needs. With
millions in the world unable to access
affordable, nutritious protein, Elanco
will help improve the efficiency and
sustainability of the farmers it works
with. By improving the health and
well-being of about three billion farm
animals, and 300,000 small holder
poultry producers, Elanco will help
farmers produce more protein. That
2020 Annual Report
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15
2020 Annual Report 16 16
2020 Annual Report
2020 Annual Report means more nutritious food for the
people who need it.
PLANET PLEDGE
Second, Elanco aims to remove
21 million tons of emissions from
customers’ farms while reducing
its own impact on the planet. The
environment needs protection and as a
company with a global footprint, Elanco
can help reduce impacts and develop
solutions that support customers.
Elanco will be a lead partner in its
customers’ journey to reduce emissions
on their farms. And will lead by
example by transitioning to entirely
renewable energy sources and more
sustainable packaging.
PET PLEDGE
Finally, Elanco pledges to improve
the world’s well-being by helping at
least 100 million healthy pets help
people, an increase of 40 million by
2030. Elanco works to break down
barriers and increase access to care
as improving and extending pets’ lives
supports the health and well-being of
people.
Now more than ever, it’s evident that
pets provide people the mental and
physical benefits they need. They’re
a furry prescription on four legs.
Healthier pets mean healthier
people too.
At the enterprise level, society’s
most complex problems can
be solved through passionate
people and purposeful innovation
with a focus on greater access
to animal care. Now the second
largest independent animal health
company in the world, Elanco can
make more of an impact.
Achieving the Protein, Planet
and Pet Pledges are only made
possible through the Elanco
Differentiators: People, Access,
and Innovation.
At Elanco, highly-engaged people
are the difference. Through its
Employee Promise, Elanco works
to create a safe harbor where
employees are encouraged to
bring their whole self to work to
build an inclusive environment. All
employees have the opportunity
to discover their why and define
their Personal Standard Operating
Procedure (PSOP) to create a plan
that supports well-being in all areas
of their lives.
Second, innovation will be one of
the company’s competitive edges.
Elanco expects to bring first-in-
class and best-in-class innovation to
advance new areas of animal health.
The company has proven to be an
innovator over time, throughout its
nearly 70-year history, growing more
than 4x in the last 15 years – going
from a U.S.-only farm animal, feed
additive company to a global pet
and livestock leader. With greater
access to animals, across 19 species
in nearly 100 countries, Elanco has a
responsibility to be the conduit – the
bridge – between animal health, the
health of the planet, and the health of
people.
When healthy animals are at the
intersection of solutions, Elanco
believes this decade will bring higher
quality lives, less anxiety, less obesity,
more companionship, and greater
connectivity. Through partnerships
with farmers, veterinarians, major food
producers, and retailers, Elanco can
make life better for animals, which in
turn, makes life better.
2020 Annual Report
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2020 Annual Report ELANCO’S EAST
AFRICA GROWTH
ACCELERATOR INITIATIVE
ENTERS FINAL YEAR
In 2017, Elanco received a grant from
the Bill & Melinda Gates Foundation
to provide East African smallholder
farmers with both knowledge
and consistent access to reliable
animal health products. Since then,
Elanco has been driving its Shared
Value initiative “East Africa Growth
Accelerator”, EAGA, providing
sustainable development solutions
and addressing food insecurity in
East African countries to make a
lasting impact on the world.
Elanco and its employees around
the world donate to and participate
in charitable projects that benefit
communities in which they live and
work. But non-profit work alone is
not enough. The key to empowering
millions of people, especially poor
farming communities, to lead a
better life is creating a sustainable,
longstanding business that helps
communities improve their livelihoods
in the long run.
Improved animal health reduces
animal mortality and poverty through
increased productivity and improved
diets, health, and incomes of local
families. The EAGA project supports
smallholder farm operations in
Tanzania, Kenya, and Uganda to
become more productive and
self-sufficient.
In the program’s final year, the goal
is to further strengthen the foundation
of a successful business in all three
countries, benefitting both the
farming communities served and the
company’s business operations in the
long term.
By the end of 2021, the company
expects to provide a total of 240,000
dairy and poultry smallholder
farmers in East Africa with access
to high-quality veterinary medicines
in adapted small pack sizes. This
will benefit the health of around 1.1
million cows and 16 million chickens,
helping smallholder farmers in the
region improve their income and help
supporting communities become
more food secure.
Collaborating with local partners,
the team behind EAGA has already
achieved ground-breaking results.
Over the past three years, the team
has offered more than 1,000 trainings
to smallholder farmers in the region,
teaching good handling practices, as
well as the correct use of a range of
animal health products and solutions.
As part of these educational efforts,
Elanco also partnered with Farm
Radio International to produce a 13-
week radio series on animal health
and husbandry, which aired via
interactive radio in Northern Tanzania
and reached about 4 million local
livestock farmers. As shown by a
recent survey, this directly impacted
farmers’ confidence, with more than
60% of surveyed farmers changing
their behaviors when using products,
leading to better production results.
As a result, more livestock keepers
are now looking for expert advice on
various issues as they become more
knowledgeable in farming practices.
Throughout 2021, the team plans to
extend virtual and on-farm training
offers to reach even more farming
families across the three countries.
The team will continue to cooperate
closely with local distributors in
order to ensure correct handling of
products along the value chain and
sustain product safety and quality.
While the EAGA project was
originally scheduled to conclude in
2020, Elanco obtained a one-year
no-cost extension of the grant to
sustain market access of products
and ensure the last mile distribution
to the farmers. This is particularly
important to mitigate the impact of
the COVID-19 pandemic on
planned activities.
Making Life Better
for Customers
REPOPULATING CHINA’S
SWINE HERD
In the second half of 2020, Chinese
livestock producers worked hard to
recover from African Swine Fever
that swept through the country.
That meant every available gilt was
used in breeding to build up herd
numbers, even those without top
quality breeding that would normally
be used as a market animal. One
of the most significant challenges
to repopulation was ensuring a
healthy sow population. It was not
uncommon for these non-typical
breeding sows to experience higher
rates of abortion due to bacterial
diseases and immune deficiencies.
Elanco’s swine technical, sales,
and marketing teams worked with
producers to identify solutions.
One particular swine producer was
experiencing abortion rates of 30%.
The Elanco team worked closely with
the producer to reduce the bacterial
loads in sow populations required for
breeding and re-stocking after the
ASF outbreak through a combination
of Elanco’s key swine health
products. When administered at the
right times in the breeding cycle, the
team succeeded in reducing farm
abortion rates from 30% to 10%. The
team was able to share the learnings
and positive results across other
swine producers, helping to ensure a
faster repopulation of China’s swine
herds and securing the future of
affordable healthy pork for China’s
people.
It was not just the product that
ensured a successful result and
healthier animals, but also the
expertise, passion, and services of
Elanco’s technical and customer
service teams that delivered
value beyond product, including
18
2020 Annual Report performance management and
data analysis, at such a critical
time for China’s swine production
sector. While ASF continues to be
a challenge for swine producers
across China, Elanco will remain a
key partner for our customers as
they continue to expand production.
ADDING VALUE
THROUGH PRODUCTS
AND SERVICES
Many times, the greatest
differentiator for Elanco is an
expertise, a resource, or a person
who can uncover an insight or fill
a void that goes beyond products.
The goal of Elanco’s Knowledge
Solutions (EKS) expert team is
to do just that: to understand the
customer’s problem, uncover the
solution, and provide valuable
solutions beyond the product that
makes Elanco more than just an
animal health company, but a
leading partner to our customers in
pet health and livestock production.
From walking alongside a feedlot
operator to create greater process
efficiencies in daily feeding, to
helping a veterinary clinic to improve
its customer experience, Elanco’s
Value Beyond Product (VBP)
approach combines expertise with
science and technical know-how.
Once a problem is identified, Elanco
experts spend time at the farm or the
clinic observing, asking questions
and developing both “quick wins”
and longer-term operational
change recommendations that can
have a significant impact on the
organization.
These projects not only help secure
a long-term customer commitment
and increased value, but they often
create environmental, social, and
economic benefits for the customer.
As a recent feedlot customer
was identifying opportunities to
continuously improve its business,
the company turned to Elanco
for support. The Elanco customer
team called in EKS to conduct a
process efficiency assessment.
The result: recommendations that
reduced resources needed for feed
delivery by 47%, shortening work hours
required to accomplish the feeding by
more than two hours a day. In addition,
the team’s work improved overall cattle
nutrition and decreased animal stress
by increasing consistency of feeding
times by a third and decreasing
variation in the ration with each feeding.
Ultimately, the work reduced the
customer’s costs by more than $15 per
head. This project, like others being
conducted by Elanco’s VBP experts
around the world, enable customers to
focus resources on the highest value
improvements while identifying low cost
(and even no cost) solutions for greater
growth.
These types of insights are a valuable
part of our overall customer offerings
and create measurable loyalty. We
typically see EKS customers spend one
and half to two times more per animal
on Elanco products than those who
don’t utilize these services.
2020 Annual Report
19
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2020 Annual Report Future
Outlook
In December 2020, Elanco hosted its first investor day, where
the company unveiled its long-term growth algorithm. Elanco
expects to deliver 3%-4% average annual revenue growth,
complemented by increased profitability to unlock sustainable
double-digit adjusted EPS and adjusted EBITDA growth.
Elanco enters 2021 with strong momentum and increased confidence
in delivering its goals.
Revenue Growth
Elanco’s expected portfolio growth
will be led by focus brands, which
are significant brands that are
accretive to growth, often earlier
in their lifecycle, and expected
to contribute 2-3 percentage
points to total company growth.
The algorithm is balanced with
the inclusion of core and defend
brands, in which Elanco will focus
on driving value and maximizing
profitability. Additionally, Elanco
expects innovation to contribute
dependable future revenue, with
2-3 percentage points of growth
annually, or an expected average
of $80 to $150 million.
Double-Digit Adjusted
EBITDA Growth
Elanco will optimize its footprint
and operations, transforming to a
fit-for-purpose infrastructure for the
two combined prior animal health
divisions, now unbound from human
pharma parents. The aggressive
company-wide productivity agenda
will continue along with execution
of synergy capture across the
business. Ultimately, the stronger
combined entity holds a greater
ability to reach adjusted EBITDA and
gross margin goals, with expected
60% adjusted gross margin in the
2023-2024 timeframe, and 31%
adjusted EBITDA margin by 2024.
Returns
Elanco will generate significant
operating cash flow and exercise
strong cash management to pay
down debt, reducing interest costs
as quickly as possible, increasing
optionality of the business and most
importantly, delivering double-digit
adjusted EPS growth to unlock value
for our shareholders.
We believe Elanco’s value proposition remains the most significant
in the animal health industry. With the addition of Bayer, the
company’s value creation opportunity is more material and more
durable than when the company became public in September 2018.
20
2020 Annual Report Elanco
Leadership
EXPERIENCED BOARD
DRIVES ENHANCED
GOVERNANCE,
ACCOUNTABILITY,
AND OUTCOMES
During the company’s 2020 Investor Day,
Elanco outlined its commitment to deliver
industry leading transparency, strong
oversight, and enriched governance.
The Board brings a robust history of
public company board experience and
governance, with a unique combination
of backgrounds: from finance, audit,
and systems, to livestock production,
veterinary medicine and innovation, to
digital, food industry, and consumer
insights.
In late 2020, Elanco added three new
members to its Board of Directors: William
F. Doyle, executive chairman of Novocure
Ltd., distinguished healthcare executive,
animal health director and investor; Scott
Ferguson, founder and managing partner
of Sachem Head Capital Management, a
value-oriented investment management
firm; and Paul Herendeen, executive vice
president and CFO of Bausch Health
and former CFO at Zoetis, Inc. The new
members bring significant leadership
and expertise across animal health and
pharmaceutical innovation, financial
discipline, operational excellence,
capital allocation, along with an investor
perspective.
The company expanded the Finance
and Oversight Committee and created
an Innovation, Science and Technology
Committee to ensure delivery for our
customers, employees and shareholders.
The expanded Finance and Oversight
Committee added routine reviews of the
company-wide productivity agenda and
comprehensive value creation plans. The
Innovation, Science, and Technology
committee oversees and advises on the
company’s R&D agenda and pipeline.
R. David
Hoover
Chairman, Elanco
Retired CEO, Ball Corp.
Board Member
Since Sept 2018
Kapila
Kapur Anand
Retired Partner,
KPMG
Board Member
Since Sept 2018
Michael J.
Harrington
Retired SVP and
General Counsel,
Eli Lilly and Company
Board Member
Since Sept 2018
Deborah
T.Kochevar
D.V.M., Ph.D., D.A.C.V.C.P.
Senior Fellow, Fletcher
School of Law and
Diplomacy and Dean
Emerita, Tufts University
Board Member
Since Mar 2019
Denise
Scots-Knight
CEO and Co-Founder,
Mereo BioPharma
Group plc
Board Member
Since Mar 2019
William F.
Doyle
Executive Chairman,
Novocure Ltd.,
Managing Director,
WFD Ventures, LLC
Board Member
Since Dec 2020
Paul S.
Herendeen
EVP and CFO, Bausch
Health Companies, Inc.
Board Member
Since Dec 2020
Jeffrey N.
Simmons
President
and CEO
Elanco Animal Health
Lawrence E.
Kurzius
Chairman,
President and CEO,
McCormick & Co.
Board Member
Since Sept 2018
John P. (J.P.)
Bilbrey
Former CEO, President
and Chairman,
The Hershey Co.,
Owner, Bilbrey Farms
and Ranch
Board Member
Since Mar 2019
Kirk
McDonald
CEO, GroupM,
North America
Board Member
Since Mar 2019
Art A.
Garcia
Retired EVP
and CFO, Ryder
System, Inc.
Board Member
Since May 2019
Scott
Ferguson
Founder and
Managing Partner,
Sachem Head Capital
Management
Board Member
Since Dec 2020
21
2020 Annual Report EXECUTIVE TEAM
BRINGS CAPABILITIES
AND EXPERTISE TO
DELIVER SUSTAINED
VALUE
In April 2020, Elanco announced the
expansion of its Elanco Executive
Committee to lead the combined
company. The selection process
focused on identifying diverse,
people-focused leaders with a
proven ability to build, lead and
grow integrated, global businesses.
The company changed 80% of its
commercial leadership to drive better
execution of its portfolio strategy.
New additions included Bayer Animal
Health leadership in key roles, as well
as a new Chief Marketing Officer to
sophisticate the company’s global
marketing capabilities with a goal
to drive portfolio growth through a
brand and omnichannel approach.
By the end of 2020, the company
was already seeing early momentum
from this change, evidenced by the
fourth quarter results at the high end
or above guidance ranges. Elanco’s
management structure is designed
to expedite quality decision making,
draw senior leadership closer to the
customer, and accelerate our shift
toward more consumer and brand-
centricity. The executive team brings
an important blend of experience and
capabilities critical to lead and grow
the company. They are committed to
propelling the combined company to
new levels of industry leadership, and
developing talent and capabilities for
a sustainable organization over the
long term.
Jeffrey
Simmons
President
and CEO
Dirk Ehle
Executive Vice
President and
President,
Elanco Europe
Joyce Lee
Executive Vice
President and
President, U.S.
Pet Health and
Commercial
Operations
Aaron Schacht
Executive
Vice President,
Innovation,
Regulatory,
and Business
Development
David Urbanek
Executive
Vice President,
Manufacturing
and Quality
Ramiro
Cabral
Executive Vice
President, Elanco
International
David Kinard
Executive
Vice President,
Human Resources,
Corporate Affairs
and Administration
Racquel
Harris Mason
Executive
Vice President
and CMO
Dr. José Manuel
Correia de Simas
Executive
Vice President,
U.S. Farm Animal
Business
Todd Young
Executive
Vice President,
CFO, Corporate
Governance
and Strategy
22
22
2020 Annual Report
2020 Annual Report UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Commission file number 001-38661
Elanco Animal Health Incorporated
(Exact name of Registrant as specified in its charter)
INDIANA
(State or other jurisdiction of
incorporation or organization)
82-5497352
(I.R.S. Employer
Identification No.)
2500 INNOVATION WAY, GREENFIELD, INDIANA 46140
(Address of principal executive offices)
Registrant’s telephone number, including area code (877) 352-6261
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Common Stock, no par value
5.00% Tangible Equity Units
ELAN
ELAT
Name of each exchange on which
registered
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of a “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Non-accelerated filer ☐
Accelerated filer ☐
Smaller reporting company ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Aggregate market value of the common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold as of June 30, 2020, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $8.6 billion.
The registrant has no non-voting common stock.
The number of shares of common stock outstanding as of February 24, 2021 was 472,169,683.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy materials for its 2021 Annual Meeting of shareholders are incorporated by reference into Part III
hereof.
PART 1
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
ELANCO ANIMAL HEALTH INCORPORATED
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE OF CONTENTS
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY
SECURITIES
(REMOVED AND RESERVED)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
2020 Form 10-K | 3
6
23
44
44
44
44
44
44
45
60
61
113
113
114
115
115
115
116
116
116
120
FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This Annual Report on Form 10-K includes forward-looking statements within the meaning of the federal securities
laws. This annual report contains forward-looking statements, including, without limitation, statements concerning
the impact on our business caused by the integration of the animal health business of Bayer Aktiengesellschaft
(Bayer), expected synergies and our cost savings, product launches, independent company stand-up costs and
timing, expectations relating to human capital resources, the coronavirus (COVID-19) global pandemic, reduction of
debt, expectations relating to liquidity and sources of capital, our expected compliance with debt covenants, our
estimated interest expense, our industry and our operations, performance and financial condition, and including in
particular, statements relating to our business, growth strategies, distribution strategies, product development efforts
and future expenses.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the
economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they
are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our
actual results may differ materially from those contemplated by the forward-looking statements. Important risk
factors that could cause actual results to differ materially from those in the forward-looking statements include
regional, national, or global political, economic, business, competitive, market, and regulatory conditions, including
but not limited to the following:
•
•
•
•
•
•
•
•
heightened competition, including from generics;
the impact of disruptive innovations and advances in veterinary medical practices, animal health
technologies and alternatives to animal-derived protein;
changes in regulatory restrictions on the use of antibiotics in farm animals;
our ability to implement our business strategies or achieve targeted cost efficiencies and gross margin
improvements;
consolidation of our customers and distributors;
an outbreak of infectious disease carried by farm animals;
the impact on our operations, the supply chain, customer demand, and our liquidity as a result of the
COVID-19 global health pandemic;
the success of our research and development (R&D) and licensing efforts;
• misuse, off-label or counterfeiting use of our products;
•
•
•
unanticipated safety, quality or efficacy concerns associated with our products;
the impact of weather conditions and the availability of natural resources;
use of alternative distribution channels and the impact of increased or decreased sales to our channel
distributors resulting in fluctuation in our revenues;
• manufacturing problems and capacity imbalances;
•
•
•
•
•
•
challenges to our intellectual property rights or our alleged violation of rights of others;
risks related to our presence in foreign markets;
breaches of our information technology systems;
our ability to successfully integrate the businesses we acquire, including the animal health business of
Bayer (Bayer Animal Health);
effect of our substantial indebtedness on our business; and
the effect on our business resulting from our separation from Eli Lilly and Company (Lilly).
See "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K for a further description of these and
other factors. Although we have attempted to identify important risk factors, there may be other risk factors not
presently known to us or that we presently believe are not material that could cause actual results and
developments to differ materially from those made in or suggested by the forward-looking statements contained in
this annual report. If any of these risks materialize, or if any of the above assumptions underlying forward-looking
statements prove incorrect, actual results and developments may differ materially from those made in or suggested
2020 Form 10-K | 4
by the forward-looking statements contained in this annual report. For the reasons described above, we caution you
against relying on any forward-looking statements, which should also be read in conjunction with the other
cautionary statements that are included elsewhere in this annual report. Any forward-looking statement made by us
in this annual report speaks only as of the date hereof. Factors or events that could cause our actual results to differ
may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to
publicly update or to revise any forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by law. Comparisons of results for current and any prior
periods are not intended to express any future trends or indications of future performance, unless specifically
expressed as such, and should be viewed as historical data.
2020 Form 10-K | 5
ITEM 1. BUSINESS
Overview
PART I
Founded in 1954 as part of Lilly, Elanco Animal Health Incorporated (Elanco Parent) and its subsidiaries
(collectively, Elanco, the Company, we, us, or our) is a premier animal health company that innovates, develops,
manufactures and markets products for pets and farm animals. Headquartered in Greenfield, Indiana, we are one of
the largest animal health companies in the world, with pro forma combined revenue of Elanco and Bayer Animal
Health of approximately $4.4 billion for the year ended December 31, 2020. Excluding Bayer Animal Health,
globally, we are #1 in medicinal feed additives, #2 in poultry, and #3 in other pharmaceuticals, which are mainly pet
health therapeutics, measured by 2019 revenue, according to Vetnosis. We have one of the broadest portfolios of
pet parasiticides in the pet health sector. We offer a diverse portfolio of approximately 190 brands that make us a
trusted partner to veterinarians and farm animal producers in more than 90 countries.
Elanco Parent was formed in 2018, as a wholly-owned subsidiary of Lilly, to serve as the ultimate parent company
of substantially all of the animal health businesses of Lilly.
On September 24, 2018, we completed our initial public offering (IPO), pursuant to which we issued and sold
19.8% of our total outstanding shares. On September 20, 2018, our common stock began trading on the New York
Stock Exchange (NYSE) under the symbol “ELAN.” On September 24, 2018, immediately preceding the completion
of the IPO, Lilly transferred to us substantially all of its animal health businesses in exchange for (i) all of the net
proceeds (approximately $1,659.7 million) we received from the sale of our common stock in the IPO, including the
net proceeds we received as a result of the exercise in full of the underwriters’ option to purchase additional shares,
(ii) all of the net proceeds (approximately $2,000 million) we received from the issuance of our senior notes; and (iii)
all of the net proceeds ($498.6 million) we received from the entry into our term loan facility. In addition, immediately
prior to the completion of the IPO, we entered into certain agreements with Lilly that provide a framework for our
ongoing relationship with them. These transactions are collectively referred to herein as the Separation.
On February 8, 2019, Lilly announced an exchange offer whereby Lilly shareholders could exchange all or a
portion of Lilly common stock for shares of Elanco common stock owned by Lilly. On that date, we filed a
Registration Statement on Form S-4 with the SEC in connection with that exchange offer. The disposition of Elanco
shares was completed on March 11, 2019, and resulted in the full separation of Elanco along with the disposal of
Lilly's entire ownership and voting interest in Elanco.
On August 1, 2020, we completed the previously announced acquisition of Bayer Animal Health in a cash and
stock transaction. The initial purchase price of $6.9 billion, subject to working capital and customary purchase price
adjustments, was funded by $5.2 billion in cash and 72.9 million in shares of Elanco common stock at a fair value of
$1.7 billion. We funded the cash portion of the acquisition consideration with available cash, which included $4.3
billion of net proceeds raised in the borrowings under a term loan B facility established in connection with the
acquisition. The discussion throughout this Annual Report on Form 10-K incorporates the acquired Bayer Animal
Health business unless otherwise noted.
In connection with the acquisition we divested Osurnia™, Vecoxan™, and the U.S. rights to Capstar™, along with
certain other immaterial assets. Additionally, we divested the European Economic Area and United Kingdom rights
to the Drontal™ and Profender™ product families from Bayer Animal Health. The divestitures were completed
during the third quarter of 2020 with gross cash proceeds from the sales of $434.7 million. Other immaterial Bayer
Animal Health assets were divested during the first quarter of 2021.
We believe the acquisition expands our portfolio to provide farmers, pet owners, and veterinarians more
comprehensive animal health solutions. By combining Elanco’s longstanding focus on the veterinarian with Bayer
Animal Health’s direct-to-consumer experience, the transaction creates new opportunities for growth and expands
our omni-channel presence, enabling us to meet customers where and how they want to shop. Our existing product
portfolio is enhanced by the addition of Bayer Animal Health, which complements our commercial operations and
international infrastructure, and our robust R&D pipeline is now strengthened with expected launch equivalents from
Bayer Animal Health. Subsequent to the acquisition date, our consolidated and combined financial statements
2020 Form 10-K | 6
include the assets, liabilities, operating results and cash flows of Bayer Animal Health. Refer to “Item 8. Financial
Statements and Supplementary Data — Note 6. Acquisitions and Divestitures” for additional information.
We continue to operate our business in a single segment directed at fulfilling our vision of enriching the lives of
people through food, making protein more accessible and affordable, and through pet companionship, helping pets
live longer, healthier lives. For additional information about our business segment, refer to “Item 8. Financial
Statements and Supplementary Data — Note 18. Geographic Information.” During the third quarter of 2020, we
renamed our four primary product categories by replacing "food animal" and "companion animal" with "farm animal"
and "pet health," respectively, to better reflect the terminology used by our customers. We advance our vision by
offering products in these four primary categories:
Pet Health Disease Prevention (PH Disease Prevention): We have one of the broadest parasiticide
portfolios in the pet health sector based on indications, species and formulations, with products that
protect pets from worms, fleas and ticks. Our Seresto™ and Advantage™, Advantix™, Advocate™
(collectively referred to as the Advantage Family) products represent treatments for the elimination
and prevention, respectively, of fleas and ticks. Combining our parasiticide portfolio with our vaccines
presence, we are a leader in the U.S. in the disease prevention category based on share of revenue.
Pet Health Therapeutics (PH Therapeutics): We have a broad pain and osteoarthritis portfolio across
species, modes of action, indications and disease stages. Pet owners are increasingly treating
osteoarthritis in their pets, and our Galliprant™ product is one of the fastest growing osteoarthritis
treatments in the U.S. We also have treatments for otitis (ear infections) with Claro™, as well as
treatments for certain cardiovascular and dermatology indications.
Farm Animal Future Protein & Health (FA Future Protein & Health): Our portfolio in this category,
which includes vaccines, nutritional enzymes and animal-only antibiotics, serves the growing
demand for protein and includes innovative products in poultry and aquaculture production, where
demand for animal health products is outpacing overall industry growth. With our Maxiban™ product,
we are a leader in the control and prevention of intestinal disease in poultry. We are focused on
developing functional nutritional health products that promote farm animal health, including
enzymes, probiotics and prebiotics. We are also a global leader in providing vaccines as alternatives
to antibiotics to promote animal health based on share of revenue.
Farm Animal Ruminants & Swine (FA Ruminants & Swine): We have a range of farm animal
products, including Rumensin™ and Baytril™, used extensively in ruminant (e.g., cattle, sheep and
goats) and swine production.
Excluding Bayer Animal Health, we have a top four presence in all four key industry geographic regions: North
America; Europe, the Middle East and Africa (EMEA); Latin America (LATAM); and Asia-Pacific (APAC), as
measured by 2019 revenue, according to Vetnosis. The following graphs illustrate our revenue for the year ended
December 31, 2020 by product category and geography:
(1) Represents revenue from arrangements in which we act as a contract manufacturer, including supply agreements associated with
divestitures of products related to the acquisition of Bayer Animal Health. This category was previously called Strategic Exits.
(2) LATAM includes aquaculture in all regions.
2020 Form 10-K | 7
Through our global sales force comprised of approximately 2,210 sales representatives, our veterinary
consultants and our key distributors, we seek to build strong customer relationships and fulfill demand for our farm
animal products primarily with farm animal producers, veterinarians and nutritionists, and for our pet health products
primarily with veterinarians and, in some markets, pet owners. We are also expanding into retail channels in order to
meet pet owners where they want to purchase.
Our inclusive approach to sourcing innovation helps us identify, attract, fund and develop new ideas that enhance
our pipeline and reduce risk as compared to an in-house only approach. Through this process we have launched or
acquired 14 new products since 2015, including the additions of Entyce™, Nocita™ and Tanovea™ in 2019, that
delivered $440.8 million of revenue in 2020. This excludes our most recent acquisition of Bayer Animal Health,
which added approximately 65 products to the Elanco portfolio that contributed post-acquisition revenues of $591.9
million in 2020.
We believe we have an experienced leadership team that fosters an adaptive, purpose-driven culture among
approximately 10,200 employees worldwide as of December 31, 2020 and that our employees share a deep
conviction for achieving our vision of food and companionship enriching life.
A summary of our 2020, 2019, and 2018 revenue and net income is as follows:
(Millions of Dollars)
Revenue
Net income (loss)
Products
Year Ended December 31,
2020
2019
2018
$
3,273.3 $
3,071.0 $
3,066.8
(560.1)
67.9
86.5
We have a diverse portfolio of products marketed under approximately 190 brands, including products for both
farm animals and pets.
Our farm animal products are designed to enable producers to keep animals healthy and deliver more food while
using fewer resources. Our antibacterials, anticoccidials, vaccines and parasiticides aim to make food safer by
preventing and controlling disease. We offer products and support to enhance the integrity of the food supply, while
our productivity enhancers help make food more affordable and abundant by increasing the amount of meat or milk
an animal can supply. Furthermore, our expertise and data analytics help our customers improve production
efficiency and business performance. Farm animal products represented approximately 56% of our revenue for the
year ended December 31, 2020.
Our pet health products help veterinarians better care for pets. We partner with pet owners and veterinarians for
the purpose of providing a consistent flow of innovative and effective products and support. Our R&D focuses on
products that prevent and treat disease, improve and extend quality of life and improve the type of care received by
pets. We also partner closely with veterinarians to provide technical support and case management for our
products. Pet health products represented approximately 42% of our revenue for the year ended December 31,
2020.
We group our products into four principal categories:
PH Disease Prevention: includes parasiticides and vaccine products for canines and felines.
PH Therapeutics: includes products for the treatment of pain, osteoarthritis, otitis, cardiovascular and
dermatology indications in canines and felines.
FA Future Protein & Health: includes vaccines, antibiotics, parasiticides and other products used in poultry
and aquaculture production, as well as functional nutritional health products, including enzymes, probiotics
and prebiotics.
FA Ruminants & Swine: includes vaccines, antibiotics, implants, parasiticides and other products used in
ruminants and swine production, as well as certain other farm animal products.
2020 Form 10-K | 8
A significantly smaller portion of our revenue but a fast growing area within our business is derived from other
non-pharmaceutical products, such as nutritionals. These products are categorized within FA Future Protein &
Health and include enzymes, probiotics, and prebiotics, which impact animal microbiomes and other dietary factors
to reduce disease incidence, improve gut health and enhance feed digestibility.
Rumensin, our top selling product, contributed approximately 7%, 10%, and 11% of our revenue in 2020, 2019,
and 2018, respectively. No other product contributed 10% or more of our revenue. Our top five selling products,
Rumensin, Trifexis™, Maxiban, Interceptor Plus and the aggregate Advantage Family, collectively contributed
approximately 23% of our 2020 revenue. Our top 10 products, including Seresto, collectively contributed 37% of our
2020 revenue.
Set forth below is information regarding our principal products, which are defined as product lines and products
that represented approximately 1% or more of our revenue in 2020. We used estimated pro forma 2020 revenues
as the basis for acquired Bayer Animal Health products included below:
PH Disease Prevention Products
Product
Advantix (1)
(imidacloprid +
permethrin +
pyriproxyfen)
Advantage (1)
(imidacloprid +
pyriproxyfen)
Advocate (1)
(imidacloprid +
moxidectin)
Credelio
(lotilaner)
Interceptor Plus
(milbemycin
oxime/
praziquantel)
Milbemax™
(milbemycin
oxime +
praziquantel)
Description
Monthly topical application that kills and repels fleas, ticks and
mosquitoes, kills lice and repels biting flies. Provides broad-
spectrum protection against these ectoparasites that can transmit
diseases.
Primary
Species
Dogs
Monthly topical flea control that kills fleas, flea eggs and larvae on
contact while also treating, preventing and controlling lice
infestations.
Cats, Dogs
Monthly topical treatment to prevent flea infestations as well as
heartworm (Dirofilaria immitis), lungworm (Angiostrongylus) and
other gastrointestinal worm infections, including roundworms
(Toxocara canis and Toxascaris leonina), whipworms (Trichuris
vulpis), hookworms (Ancylostoma caninum, Ancylostoma
braziliense, and Unicinaria stenocephala).
Kills adult fleas and treats flea infestations (Ctenocephalides felis)
and treats and controls tick infestations (Amblyomma americanum
(lone star tick), Dermacentor variabilis (American dog tick), Ixodes
scapularis (black‑legged tick) and Rhipicephalus sanguineus
(brown dog tick)) for one month in dogs and puppies 8 weeks of
age or older and weighing at least 4.4 lbs.
Cats, Dogs
Dogs
Dogs
Dogs
Duramune™
(vaccines)
Includes multiple products that collectively protect against
distemper, adenovirus, parvovirus, corona, parainfluenza,
leptospira canicola, and other diseases.
Prevents heartworm disease caused by Dirofilaria immitis and
treats and controls adult roundworm (Toxocara canis and
Toxascaris leonina), adult hookworm (Ancylostoma caninum),
adult whipworm (Trichuris vulpis), and adult tapeworm (Taenia
pisiformis, Echinococcus multilocularis, and Echinococcus
granulosus) infections in dogs and puppies weighing at least 2 lbs.
and 6 weeks of age or older. Interceptor Plus is a relaunch of a
previously approved formula.
Treats and controls parasitic infections due to adult hookworm,
adult roundworm and adult tapeworm and prevents heartworm
disease caused by Dirofilaria immitis.
Cats, Dogs
2020 Form 10-K | 9
Seresto (1)
(imidacloprid +
flumethrin)
Flea and tick collar based on a patented low dose, slow release
technology that kills and repels fleas and ticks, and kills lice for up
to eight months with one single application, and reduces vector-
borne disease transmission risk (e.g. leishmaniosis).
Cats, Dogs
Trifexis
(spinosad +
milbemycin
oxime)
Prevents heartworm disease (Dirofilaria immitis) and kills fleas.
Trifexis is indicated for the prevention and treatment of flea
infestations (Ctenocephalides felis), and the treatment and control
of adult hookworm (Ancylostoma caninum), adult roundworm
(Toxocara canis and Toxascaris leonina) and adult whipworm
(Trichuris vulpis) infections in dogs and puppies 8 weeks of age or
older and weighing at least 5 lbs.
(1)
Product was acquired from Bayer Animal Health on August 1, 2020.
PH Therapeutics Products
Product
Atopica™
(cyclosporine A)
Fortekor Plus™
(benazepril +
pimobendan)
Claro / Neptra (1)
(florfenicol +
terbinafine +
mometasone
furoate
Galliprant
(grapiprant)
Onsior™
(robenacoxib)
Description
Controls atopic dermatitis in dogs weighing at least 4 lbs.
Treats congestive heart failure due to atrioventricular valve
insufficiency or dilated cardiomyopathy.
One-dose treatment for otitis externa associated with susceptible
strains of bacteria (Staphylococcus pseudintermedius) and yeast
(Malassezia pachydermatis).
Controls pain and inflammation associated with osteoarthritis.
Dogs
Controls postoperative pain and inflammation associated with soft
tissue surgery in dogs weighing at least 5.5 lbs. and 4 months of
age or older and control postoperative pain and inflammation
associated with orthopedic surgery, ovariohysterectomy and
castration in cats weighing at least 5.5 lbs. and 6 months of age or
older; for up to a maximum of 3 days.
Cats, Dogs
Dogs
Primary
Species
Dogs
Dogs
Dogs
(1)
Product was acquired from Bayer Animal Health on August 1, 2020.
2020 Form 10-K | 10
FA Future Protein & Health
Product
AviPro™
(vaccines)
Description
Includes multiple products that collectively protect against
Newcastle disease, infectious bronchitis, fowl cholera,
paramyxovirus Type 3, Bursal Disease, other diseases and
foodborne pathogens like Salmonella.
Primary
Species
Poultry
Clynav™
(plasmid
deoxyribonucleic
acid vaccine)
Immunizes Atlantic salmon to reduce impaired daily weight gain,
and reduce mortality, and cardiac, pancreatic and skeletal muscle
lesions caused by pancreas disease following infection with
salmonid alphavirus subtype 3 (SAV3).
Fish (Salmon)
Coban™ /
Elancoban™
(monensin)
Imvixa™
(lufenuron)
Maxiban
(narasin +
nicarbazin)
Monteban™
(narasin)
Surmax™ /
Maxus™ /
Inteprity
(avilamycin)
Aids in the prevention of coccidiosis in broiler and replacement
chickens (caused by Eimeria necatrix, E. tenella, E. acervulina,
E. brunetti, E. mivati, and E. maxima), in turkeys (caused by
Eimeria adenoeides, E. meleagrimitis and E. gallopavonis) and in
growing Bobwhite quail (caused by Eimeria dispersa and
E. lettyae). Coban/Elancoban is an animal-only antibiotic and an
ionophore.
Poultry
Prevents and controls infestation caused by sea lice, Caligus
reogercresseyi, in farmed salmon.
Fish (Salmon)
Prevents coccidiosis in broiler chickens caused by Eimeria
necatrix, E. tenella, E. acervulina, E. brunetti, E. mivati and
E. maxima. Maxiban is an animal-only antibiotic and an ionophore.
Prevents coccidiosis in broiler chickens caused by Eimeria
necatrix, E. tenella, E. acervulina, E. brunetti, E. mivati and
E. maxima. Monteban is an animal-only antibiotic and an
ionophore.
Prevents mortality caused by necrotic enteritis associated with
Clostridium perfringens in broiler chickens. Surmax, Maxis and
Inteprity are animal-only antibiotics.
Poultry
Poultry
Poultry
FA Ruminants & Swine
Product
Baycox™ (1)
(totrazuril)
Description
Oral treatment for control of coccidiosis caused by Isopora suis
infection in swine and clinical coccidiosis caused by Eimeria bovis
or Eimeria zuernii in young cattle. Attacks all stages of the
parasite.
Primary
Species
Cattle, Swine
Baytril (1)
(enrofloxacin)
Injectable antibiotic active against various bacterial diseases in
cattle (major bovine pathogens) and swine (respiratory disease
pathogens).
Cattle, Swine
Catosal™ /
Comforta™ (1)
(butaphosphan +
cyanocobalamin)
Cydectin™ (1)
(moxidectin)
Injectable for prevention or treatment of deficiencies of vitamin
B12, Cyanocobalamin, and phosphorous.
Cattle, Horses
Injectable or pour-on for the treatment of infections and
infestations due to internal and external parasites.
Cattle
2020 Form 10-K | 11
Denagard
(tiamulin)
Pulmotil™
(tilmicosin)
Rumensin
(monensin)
Treats Swine Dysentery associated with Serpulina hyodysenteriae
susceptible to tiamulin and swine bacterial enteritis caused by
Escherichia coli and Salmonella choleraesuis sensitive to
chlortetracycline and treatment of bacterial pneumonia caused by
Pasteurella multocida sensitive to chlortetracycline. Denagard is a
shared-class antibiotic.
Swine
Controls swine respiratory disease associated with Actinobacillus
pleuropneumoniae and Pasteurella multocida.
Controls bovine respiratory disease (BRD) associated with
Mannheimia haemolytica, Pasteurella multocida and Histophilus
somni in groups of beef and non-lactating dairy cattle, where
active BRD has been diagnosed in at least 10% of the animals in
the group. Pulmotil is a shared-class antibiotic.
For cattle fed in confinement for slaughter, improves feed
efficiency and prevents and controls coccidiosis due to Eimeria
bovis and Eimeria zuernii.
For dairy cows, increases milk production efficiency (production of
marketable solids-corrected milk per unit of feed intake).
For growing cattle on pasture or in dry lot (stocker and feeder and
dairy and beef replacement heifers), increases rate of weight gain
and prevents and controls coccidiosis due to Eimeria bovis and
Eimeria zuernii.
For mature reproducing beef cows, improves feed efficiency when
receiving supplemental feed and prevents and controls coccidiosis
due to Eimeria bovis and Eimeria zuernii.
For goats, prevents coccidiosis due to Eimeria crandallis, Eimeria
christenseni and Eimeria ninakohlyakimovae in goats maintained
in confinement.
For calves (excluding veal calves), prevents and controls
coccidiosis due to Eimeria bovis and Eimeria zuernii.
Rumensin is an animal-only antibiotic and an ionophore.
Cattle, Swine
Cattle
Tylan™ Premix
(tylosin
phosphate)
Controls porcine proliferative enteropathies associated with
Lawsonia intracellularis and controls porcine proliferative
enteropathies associated with Lawsonia intracellularis immediately
after medicating with Tylan Soluble (tylosin tartrate) in drinking
water. Tylan Premix is a shared-class antibiotic.
Swine, Cattle,
Poultry
Vira Shield™
(vaccines)
Includes multiple products that protect against infection, bovine
rhinotracheitis, bovine viral diarrhea, bovine respiratory syncytial
virus, bovine respiratory disease, leptospira canicola and other
diseases.
Cattle
(1)
Product was acquired from Bayer Animal Health on August 1, 2020.
Antibiotics
Antimicrobial resistance in humans, or the risk that bacterial pathogens that cause infectious disease in humans
evolve or otherwise emerge that are resistant to antibiotics or other antimicrobials, is a significant health concern,
and animal agriculture can play a role in mitigating this risk. As a company dedicated to the health and well-being of
animals, we seek to help veterinarians and farmers responsibly use antibiotics when treating animals. In our efforts
to address antibiotic resistance while protecting animal health, we introduced a global antibiotic stewardship plan
focused on increasing responsible antibiotic use; reducing the need for shared-class antibiotics; and replacing
antibiotics with alternatives to help livestock producers treat and prevent animal disease. Antibiotics, used
responsibly, along with good animal care practices, help enhance food safety and animal well-being.
2020 Form 10-K | 12
There are two classes of antibiotics used in animal health:
Animal-only antibiotics and ionophores: Not all pathogens that cause disease in animals are infectious in
humans, and accordingly animal-only antibiotics are not used in human medicine. Ionophores are a special
class of animal-only antimicrobials uniquely developed only for use in animals. In Europe and certain other
jurisdictions, ionophores are not currently classified as antibiotics. Because of their animal-only designation,
mode of action, and spectrum of activity, their use is not considered to create the same risk of resistance in
human pathogens.
Shared-class antibiotics: These are used in both humans and animals. Some antibiotics are used to treat
infectious disease caused by pathogens that occur in both humans and animals. Of the 18 major antibiotic
resistance threats that the Centers for Disease Control and Prevention tracks, two are associated with
infectious disease in animals. As part of our global antibiotic stewardship plan and in compliance with the
U.S. Food & Drug Administration (FDA) guidance, shared-class antibiotics are labeled only for the treatment
of an established need in animals and only with veterinarian oversight.
We have intentionally shifted away from shared-class antibiotics, and are focusing on animal-only antibiotics, as
well as antibiotic-free solutions. In 2020, 12% of our revenue was from products classified as shared-class
antibiotics (4% from sales in the U.S. and 8% from international sales), which is down from 16% in 2015. Revenue
from animal-only antibiotics and ionophores represented 17% of our total revenue in 2020 (14% from ionophores),
which is down from 23% in 2015. The decline in animal-only antibiotics is primarily a result of the inclusion of
revenues from Bayer Animal Health products, which are disproportionately more pet health-focused than the
existing legacy Elanco portfolio. Through our policies and efforts in this area, we seek to protect the benefits of
antibiotics in human medicine, while responsibly protecting the health of farm animals and the safety of our food
supply.
Sales and Marketing
Our sales organization includes sales representatives, veterinary consultants and other value added specialists.
In markets where we do not have a direct commercial presence, we generally contract with distributors that provide
logistics and sales and marketing support for our products. On a more limited basis, in certain markets, we sell
certain products through retail and e-commerce channels. Our presence in these channels has been expanded by
our acquisition of Bayer Animal Health.
Our sales representatives visit our customers, including consultants, veterinarians, farm animal producers, and
resellers, to inform, promote and sell our products and to support customers. Our veterinary consultants are
available to provide scientific consulting focused on disease management and herd management, training and
education on diverse topics, including responsible product use, and generally have advanced degrees in veterinary
medicine, veterinary nutrition or other agriculture-related fields. These direct relationships with customers allow us
to better understand their needs. Additionally, our sales representatives and veterinary consultants focus on
collaborating with our customers to educate and support them on topics such as local disease awareness and to
help them adopt new and more sophisticated animal health solutions, including through the use of our products. As
a result of these relationships, our sales and consulting visits provide us with access to customer decision makers.
In addition, our sales and marketing organization provides enhanced value by providing support to farm animal
producers to help maximize their yields and reduce costs. Our analytics help customers analyze large amounts of
health and production data. As of December 31, 2020, we had approximately 2,210 sales representatives.
Customers
We primarily sell our farm animal products to third-party distributors and directly to a diverse set of farm animal
producers, including beef and dairy farmers as well as pork, poultry and aquaculture operations. We primarily sell
our pet health products to third-party distributors, as well as directly to veterinarians who typically then sell our
products to pet owners. With the acquisition of Bayer Animal Health, we have expanded our presence in retail and
e-commerce channels in order to meet pet owners where they want to purchase. Certain principal pet health
products acquired from Bayer Animal Health, including Seresto and the Advantage Family, are offered through
these channels. Our largest customer, an affiliate of AmerisourceBergen Corp., is a third-party veterinary distributor
and represented approximately 11% of our revenue for the year ended December 31, 2020. Our next two largest
customers represented approximately 6% and 5% of our revenue for the year ended December 31, 2020. No other
customer represented more than 5% of our revenue for the same period.
2020 Form 10-K | 13
Research and Development
Our R&D organization is comprised of internal research, global development, global regulatory and external
innovation collaborations and venture investing. As of December 31, 2020, we employed approximately 1,200
employees in our global R&D and Regulatory Affairs organizations. Our global R&D sites are comprised of the
following:
Facilities
Co-located with Manufacturing Sites
Other R&D Operations
Greenfield, Indiana (R&D headquarters)
Fort Dodge, Iowa
Kemps Creek, Australia
Monheim, Germany
Shawnee, Kansas
Cuxhaven, Germany
Manukau, New Zealand
Basel, Switzerland
Sao Paulo, Brazil
Shanghai, China
Bangalore, India
Certain R&D sites will be impacted by restructuring and integration activities expected to occur over the next year
as we implement initiatives to realize cost efficiencies from the Bayer Animal Health acquisition.
We incurred R&D expenses of $327.0 million in 2020, $270.1 million in 2019 and $246.6 million in 2018.
New product innovation is a core part of our business strategy. Our R&D investment is focused on projects that
target novel product introductions, as well as new indications, presentations, combinations and species expansion.
Our approach is a build, buy, or ally strategy to develop compelling targets and concepts that originate from our
scientists and innovators, academia, agribusiness, or human pharmaceutical and biotechnology at all stages of
R&D. The ability to source our concepts from different areas allows us to create a pipeline that can be competitive in
the categories in which we have chosen to compete, while reducing our risk by not owning and funding all aspects
of our R&D projects.
We seek to concentrate our resources in areas where we believe the science and our capabilities best match the
opportunities in the animal health market. Specifically, our R&D focuses on six areas across pets and farm animals.
For pets, we have R&D activities in therapeutics, vaccines and parasiticides, while in farm animals we are pursuing
pharmaceuticals, vaccines and nutritional health.
Our R&D efforts consist of more than 150 active programs balanced across species and technology platforms.
For both farm animals and pets, we apply both large and small molecule approaches. In vaccines, our efforts
encompass a full range of modified live, inactivated and nucleic acid strategies. In nutritional health, we focus on
products based on enzymes, probiotics, prebiotics and other approaches that modulate biological activity in the
animal digestive tract. Additionally, we employ various delivery strategies for products including in-feed, injectable,
oral and topical formulations developed in conjunction with our manufacturing team to assure production that
maximizes the capabilities within our internal and external manufacturing network.
We engage in licensing and business development to acquire assets for our pipeline and new R&D platforms and
to establish strategic R&D collaborations. We make and maintain capital investments in venture capital vehicles that
focus on agribusiness and animal health, and we engage in risk sharing collaborations to expand our external
capital sources to augment internal investments. To support collaborations with innovation sources focused on
human health we have developed capabilities to conduct translational comparative medical research trials in
animals with naturally occurring conditions in animals that mimic a human disease or disorder. This type of
collaboration de-risks unproven or less well-validated human hypotheses while potentially defining a clinically
validated new approach in veterinary medicine.
Our R&D and commercial leadership allocate R&D investment annually with the goal of aligning near and long-
term strategic opportunities and objectives. Portfolio investment decisions are made based on the probability of
technical success and regulatory approval, timing of approval/launch and earlier milestones, feasibility and cost of
development and manufacturing, intellectual property protection and market attractiveness/commercial forecast.
R&D projects are supported by pharmaceutical project management approaches and we aim for all of our
supporting R&D functional capabilities and capacities to be managed and matched to the evolving demands of the
pipeline. We believe this overall R&D management system has enabled us to consistently gain product approvals
while maintaining clear visibility to pipeline breadth and depth to support sustained launches into the future.
2020 Form 10-K | 14
Manufacturing and Supply Chain
Our products are manufactured both at sites operated by us and sites operated by third-party contract
manufacturing organizations (CMOs). We have a global manufacturing network of 20 sites comprised of the
following:
International
Barueri, Brazil
Belford Roxo, Brazil
Kiel, Germany
Santa Clara, Mexico
Prince Edward Island, Canada
Manukau, New Zealand
Chengdu, China
Wusi, China
Huningue, France
Cuxhaven, Germany
Banwol, South Korea
Chungli, Taiwan
Speke, Liverpool, U.K.
Binh Duong, Vietnam
U.S.
Clinton, Indiana
Terre Haute, Indiana
Fort Dodge, Iowa
Kansas City, Kansas
Shawnee, Kansas
Winslow, Maine
Manufacturing sites may be impacted by restructuring and integration activities expected to occur over the next
year as we implement initiatives to realize cost efficiencies from the Bayer Animal Health acquisition.
Our global manufacturing and supply chain is also supported by a network of CMOs. As of December 31, 2020,
this network was comprised of approximately 130 CMOs, including 50 relationships acquired from Bayer Animal
Health. Our external manufacturing network centrally governs our global CMO relationships and provides oversight
to these CMOs.
We select CMOs based on several factors: (i) their ability to reliably supply products or materials that meet our
quality standards at an optimized cost; (ii) their access to specialty products and technologies; (iii) capacity;
(iv) financial analyses; and (v) local presence. Our External Manufacturing Network seeks to ensure that all the
CMOs we use adhere to our standards of manufacturing quality.
We purchase certain raw materials necessary for the commercial production of our products from a variety of
third-party suppliers. We utilize logistics service providers as a part of our global supply chain, primarily for shipping
and logistics support.
We intend to continue our efficiency improvement programs in our manufacturing and supply chain organization.
We have strong globally managed and coordinated quality control and quality assurance programs in place at all
internal manufacturing sites and external manufacturing hubs, and we regularly inspect and audit our internal sites
and CMO locations.
Competition
We face intense competition. Principal methods of competition vary depending on the particular region, species,
product category, or individual product. Some of these methods include new product development, quality, price,
service and promotion.
Our primary competitors include animal health medicines and vaccines companies such as Zoetis Inc.;
Boehringer Ingelheim Vetmedica, Inc., the animal health division of Boehringer Ingelheim GmbH; and Merck Animal
Health, the animal health division of Merck & Co., Inc. We also face competition globally from manufacturers of
generic drugs, as well as from producers of nutritional health products, such as DSM Nutritional Products AG and
Danisco Animal Nutrition, the animal health division of E.I. du Pont de Nemours and Company, a subsidiary of
DowDuPont, Inc. There are also several new start-up companies working in the animal health area. In addition, we
compete with numerous other producers of animal health products throughout the world.
Intellectual Property
Our technology, brands and other intellectual property are important elements of our business. We rely on patent,
trademark, copyright and trade secret laws, as well as regulatory exclusivity periods and non-disclosure agreements
to protect our intellectual property rights. Our policy is to vigorously protect, enforce and defend our rights to our
intellectual property, as appropriate.
2020 Form 10-K | 15
Our product portfolio and certain product candidates enjoy the protection of approximately 6,500 patents and
applications, filed in over 90 countries, with concentration in our major markets as well as other markets with strong
patent systems, such as Australia, Brazil, Canada, Europe, Japan and the U.S. Many of the patents and patent
applications in our portfolio are the result of our own work, while other patents and patent applications in our
portfolio were at least partially developed, and licensed to us, by third parties. A subset of our current products or
product candidates are covered by patents and patent applications in our portfolio.
Patents for individual products expire at different times based on the date of the patent filing (or sometimes the
date of patent grant) and the legal term of patents in the countries where such patents are obtained. Below is a
summary of our recent and upcoming key patent expirations:
• Galliprant’s active ingredient, grapiprant, is encompassed by both compound and physical form patents in
the U.S., Europe, Canada and other key markets, with terms that expire between October 2021 and March
2026.
•
•
•
Various formulation and method of use patents encompass the spinosad pesticide products, Comfortis and
Trifexis. The Comfortis formulation patent extended through August 2020 in the U.S., Canada and Australia,
and, upon grant of applicable supplementing protection certificate (SPC), through August 2025 in Europe. At
this time, there is no indication of market entry of a generic version of Comfortis in the U.S., Canada or
Australia. The Trifexis formulation and method of use patents extend through September 2021 in the U.S.,
Canada and Australia, and, upon grant of applicable SPC, through September 2026 in Europe.
The Seresto formulation patent will expire in the U.S. in September 2027. In Europe, the formulation patents
will expire in June 2025, but in some countries, including Spain and the U.K., SPCs have been granted
which expire in September 2026.
Advantage Family products, acquired from Bayer Animal Health, are off-patent in most countries. If our
customers increase their use of new or existing generic product alternatives, Advantage Family revenues
could be adversely affected.
We typically maintain all of our patents and assert our patent rights against third parties as appropriate.
Additionally, many of our vaccine products, including the Duramune family of vaccines, are based on proprietary
or patented master seeds and formulations. We actively seek to protect our proprietary information, including our
trade secrets and proprietary know-how, through a variety of means including by seeking to require our employees,
consultants, advisors and partners to enter into confidentiality agreements and other arrangements upon the
commencement of their employment or engagement.
In order to facilitate the Separation and allow Lilly's and our operations to continue with minimal interruption, Lilly
licensed to us the right to use certain intellectual property rights in the animal health field. In addition, Lilly granted
us a transitional license to use certain of Lilly’s trademarks for a period of time following the IPO.
We seek to file and maintain trademarks around the world based on commercial activities in most regions where
we have, or desire to have, a business presence for a particular product. We currently maintain more than 15,000
trademark applications and registrations in major regions, primarily identifying products dedicated to the care of
livestock and pets.
Regulatory
The sale of animal health products is governed by the laws and regulations specific to each country in which we
sell our products. To maintain compliance with these regulatory requirements, we have established processes,
systems and dedicated resources with end-to-end involvement from product concept to launch and maintenance in
the market. Our regulatory function actively seeks to engage in dialogue with various global agencies regarding their
policies that relate to animal health products. In the majority of our markets, the relevant health authority is separate
from those governing human medicinal products.
United States
U.S. Food and Drug Administration. The regulatory body that is responsible for the regulation of animal health
pharmaceuticals in the U.S. is the Center for Veterinary Medicine (CVM), a division of the FDA. All manufacturers of
2020 Form 10-K | 16
animal health pharmaceuticals must demonstrate their products to be safe, effective and produced by a consistent
method of manufacture as defined under the Federal Food, Drug and Cosmetic Act (FFDCA). The FDA’s basis for
approving a new animal drug application is documented in a Freedom of Information Summary. Post-approval
monitoring of products is required by law, with reports being provided to the CVM’s Office of Surveillance and
Compliance. Reports of product quality defects, adverse events or unexpected results are maintained and
submitted in accordance with the law. Additionally, as part of the drug experience report, we are required to submit
all new information pertaining to the safety or effectiveness of a product, regardless of the source.
U.S. Department of Agriculture. The regulatory body in the U.S. for veterinary biologicals is the U.S. Department
of Agriculture (USDA). The Center for Veterinary Biologics within the Animal and Plant Health Inspection Service in
the USDA is responsible for the regulation of animal health biologicals, which includes but is not limited to vaccines,
bacterins, allergens, antibodies, antitoxins, toxoids, immunostimulants, certain cytokines, antigenic or immunizing
components of live microorganisms, and diagnostic components of natural or synthetic origin, or that are derived
from synthesizing or altering various substances or components of substances such as microorganisms, genes or
genetic sequences, carbohydrates, proteins, antigens, allergens or antibodies. All manufacturers of animal health
biologicals must show their products to be pure, safe, effective and produced by a consistent method of
manufacture as defined under the Virus Serum Toxin Act. Post-approval monitoring of products is required. Reports
of product quality defects, adverse events or unexpected results are maintained and submitted in accordance with
the agency requirements.
Environmental Protection Agency. The main regulatory body in the U.S. for veterinary pesticides is the
Environmental Protection Agency (EPA). The EPA’s Office of Pesticide Programs is responsible for the regulation of
most pesticide products applied to animals in accordance with a memorandum of understanding between the FDA
and EPA for products that are subject to regulation under both the FFDCA and the Federal Insecticide, Fungicide
and Rodenticide Act. All manufacturers of animal health pesticides must show their products will not cause
unreasonable adverse effects to man or the environment as stated in the act. Within the U.S., individual state
pesticide authorities must, before distribution in that state, also approve pesticide products that are approved by the
EPA. Post-approval monitoring of products is required, with reports provided to the EPA and some state regulatory
agencies.
Food Safety Inspection Service. The FDA is authorized to determine the safety of substances (including
“generally recognized as safe” substances, food additives and color additives), as well as prescribe their safe
conditions of use. However, although the FDA has the responsibility for determining the safety of substances, the
Food Safety and Inspection Service, the public health agency in the USDA, still retains, under the tenets of the
Federal Meat Inspection Act and the Poultry Products Inspection Act and their implementing regulations, the
authority to determine that new substances and new uses of previously approved substances are suitable for use in
meat and poultry products.
International
European Union (EU). We are governed by the following EU regulatory bodies:
The European Medicines Agency (EMA) is a centralized agency of the EU responsible for the scientific
evaluation of Veterinary Medicinal Products (VMP) developed by pharmaceutical companies for use in the
EU. The agency has a veterinary review section distinct from the medical review section for human
products. The Committee for Veterinary Medicinal Products (CVMP) is responsible for scientific review of
the submissions for VMP and Immunological Veterinary Medicinal Products. If the CVMP concludes that all
requirements for quality, safety and efficacy are met, it issues a positive opinion that is forwarded to the
European Commission, who takes the final decision following the European comitology procedure. The
centralized marketing authorization (commission decision) of the European Commission is valid in all of the
EU. All countries that are not part of the EU but belong to the European Economic Area (EEA), i.e., Norway,
Iceland and Liechtenstein, have been part of the scientific assessment done by the CVMP. These countries
issue a national marketing approval in accordance with the Commission decision. A series of regulations,
directives, guidelines, EU Pharmacopeia Monographs and other legislation provide the requirements for
approval in the EU. In general, these requirements are similar to those in the U.S., requiring demonstrated
evidence of purity, safety, efficacy and consistency of manufacturing processes.
If approval is sought for products that either cannot or do not need to follow the centralized procedure,
approval can also be achieved by national approval in an EEA country agency. This national authorization
2020 Form 10-K | 17
can be mutually recognized by other EEA countries/EU member states (Mutual Recognition Procedure). In
addition, national and mutual recognition can be done in a combined procedure (Decentralized Procedure).
The European Food Safety Authority (EFSA) is the agency of the EU that provides scientific advice and
communicates with respect to existing and emerging risks associated with the food chain. Based on EFSA’s
mandate, the agency evaluates applications for feed additives, including enzymes and several nutritionals
for animals.
The European Chemicals Agency (ECHA) is the agency of the EU for the safe use of chemicals. Based on
the ECHA’s mandate, the agency conducts the evaluation of biocides for the EU.
With regard to Brexit, the U.K. formally left the EU on January 31, 2020. A transition period was in effect from
February 1, 2020 until December 31, 2020, during which the U.K. and the EU would negotiate a trade agreement.
On December 24, 2020, the EU and U.K. agreed to a trade deal with regulatory and customs cooperation
mechanisms, no tariffs/quotas on products, as well as certain provisions ensuring open and fair competition. Post-
separation, the U.K. has indicated it will look to continue working closely with the EMA, and that existing
agreements between the EMA and other countries such as Switzerland, the U.S. and Canada provide a precedent
on which the U.K. could build. Given the lack of comparable precedent, it is unclear what financial, trade, regulatory
and legal implications the agreed Brexit trade deal will have on our business, particularly our U.K. and other
European operations; however, Brexit and its related effects could have a material adverse impact on our
consolidated and combined financial statements.
Brazil. The Ministry of Agriculture, Livestock Production and Supply (MAPA) is the regulatory body in Brazil that is
responsible for the regulation and control of pharmaceuticals, biologicals and medicinal feed additives for animal
use. MAPA’s regulatory activities are conducted through the Secretary of Agricultural Defense and its Livestock
Products Inspection Department. In addition, regulatory activities are conducted at a local level through the Federal
Agriculture Superintendence. These activities include the inspection and licensing of both manufacturing and
commercial establishments for veterinary products, as well as the submission, review and approval of
pharmaceuticals, biologicals and medicinal feed additives. MAPA is one of the most active regulatory agencies in
Latin America, having permanent seats at several international animal health forums, such as Codex Alimentarius,
World Organization for Animal Health and Committee of Veterinary Medicines for the Americas. MAPA was also
recently invited to be a Latin American representative at International Cooperation on Harmonisation of Technical
Requirements for Registration of Veterinary Medicinal Products (VICH) meetings. Several normative instructions
issued by MAPA have set regulatory trends in Latin America.
Japan. The Ministry of Agriculture, Forestry and Fishery (MAFF) is the regulatory body in Japan that is
responsible for the regulation and control of pharmaceuticals (including biologicals and pesticide/disinfectant) and
feed additive/feed for animal use. MAFF’s regulatory activities are conducted through the Livestock & Aquaculture
Product Safety Control Division under Consumer Safety Bureau. The animal drug reviews and approvals,
reexamination reviews, GxP compliance checks, GxP site inspections and product assay checks (including vaccine
national assays) are done by National Veterinary Assay Laboratory (NVAL). MAFF coordinates with other agencies
such as Ministry of Health, Labor and Welfare (MHLW) and Food Safety Commission (FSC) to perform various
license compliance checks (e.g. marketing authorization holder, manufacturer and oversea site accreditation) and
ensure good promotional activities. Routine inspections, antimicrobial feed additive national assays and
manufacturing inspections are done by the Food & Agriculture Material Inspection Center. For farm animal products,
animal drug review is done by NVAL but the human food safety review is done by FSC (ADI establishment and
antimicrobial risk assessment) and MHLW (MRL establishment). These three agencies (NVAL, FSC and MHLW)
work together to approve farm animal products. In addition to those central government agencies, various licenses
are delegated to the local municipal government, such as animal drug wholesaler and retailer licenses and feed
additive distributor licenses.
China. The Ministry of Agriculture (MOA) is the regulatory body that is responsible for the regulation and control
of pharmaceuticals, biologicals, disinfectants, medicinal feed additives, pesticide and feed/feed additives for animal
use. There are three organizations under the MOA that regulate animal health:
The Institute of Veterinary Drug Control is responsible for the evaluation of new applications, renewals,
variations, manufacturers, quality methods and tissue residue methods for pharmaceuticals, biologicals,
disinfectants and medicinal feed additives.
The feed/feed additive office is responsible for the registration and renewal of feed and feed additives.
2020 Form 10-K | 18
The pesticide bureau is responsible for the registration and renewal of pesticide products.
Australia. The Australian Pesticides and Veterinary Medicines Authority (APVMA) is an Australian government
statutory authority established in 1993 to centralize the registration of all agricultural and veterinary products into the
Australian marketplace. Previously, each state and territory government had its own system of registration. The
APVMA assesses applications from companies and individuals seeking registration so they can supply their product
to the marketplace. Applications undergo rigorous assessment using the expertise of the APVMA’s scientific staff
and drawing on the technical knowledge of other relevant scientific organizations, Commonwealth government
departments and state agriculture departments. If the product works as intended and the scientific data confirms
that when used as directed on the product label it will have no harmful or unintended effects on people, animals, the
environment or international trade, the APVMA will register the product. As well as registering new agricultural and
veterinary products, the APVMA reviews older products that have been on the market for a substantial period of
time to ensure they still do the job users expect and are safe to use. The APVMA also reviews registered products
when particular concerns are raised about their safety and effectiveness. The review of a product may result in
confirmation of its registration or it may see registration continue with some changes to the way the product can be
used. In some cases, the review may result in the registration of a product being cancelled and the product taken off
the market.
Rest of World. Country-specific regulatory laws typically have provisions that include requirements for certain
labeling, safety, efficacy and manufacturers’ quality control procedures (to assure the consistency of the products),
as well as company records and reports. Other countries’ regulatory agencies typically either refer to the FDA,
USDA, EU and other international animal health entities, including the World Organization for Animal Health, Codex
Alimentarius or VICH (see below), in establishing standards and regulations for veterinary pharmaceuticals and
vaccines, or review the quality, safety and effectiveness of the products themselves according to their own national
requirements.
Global Policy and Guidance
Joint FAO/WHO Expert Committee on Food Additives. The Joint FAO/WHO Expert Committee on Food Additives
is an international expert scientific committee that is administered jointly by the Food and Agriculture Organization of
the United Nations (FAO) and the World Health Organization (WHO). They provide a risk assessment/safety
evaluation of residues of veterinary drugs in animal products, exposure and residue definition and maximum residue
limit proposals for veterinary drugs. Similarly, the Joint FAO/WHO Meeting on Pesticide Residues (JMPR) is an
international expert scientific group administered jointly by the FAO and WHO. JMPR reviews residues and
analytical aspects of the pesticides, estimate the maximum residue levels, review toxicological data and estimate
acceptable daily intakes for humans of the pesticides under consideration. Elanco works with these committees to
establish acceptable safe levels of residual product in food-producing animals after treatment with veterinary drugs
or pesticides. This in turn enables the calculation of appropriate withdrawal times for our products prior to an animal
entering the food chain.
Advertising and Promotion Review. Promotion of ethical animal health products is controlled by regulations in
many countries. These rules generally restrict advertising and promotion to those claims and uses that have been
reviewed and endorsed by the applicable agency. We conduct a review of promotion material for compliance with
the local and regional requirements in the markets where we sell animal health products.
Import and Export of Products. The importation and exportation of animal health products is controlled by
regulations in many countries. In some jurisdictions this may include obtaining separate permits or licenses by
product or by company or filing notices with applicable regulatory agencies prior to import or export of product. We
ensure compliance with local and global regulations in the markets where we import/export our animal health
products.
International Cooperation on Harmonization of Technical Requirements for Registration of Veterinary Medicinal
Products. VICH is a trilateral (EU-Japan-USA) program launched in 1996 aimed at harmonizing technical
requirements for veterinary product registration. Several other countries have obtained observer status, for
example, Canada, New Zealand, Australia and South Africa, or are linked to VICH on basis of the VICH Outreach
Forum, a VICH initiative with the main objective of providing a basis for wider international harmonization of
technical requirements. In addition, the World Organization for Animal Health is an associate member of VICH.
2020 Form 10-K | 19
Human Capital
As of December 31, 2020, we employed approximately 9,400 full time employees. In addition, we employed
approximately 800 fixed-duration employees, which are individuals hired for a pre-defined length of time (one to four
years). Together, they total approximately 10,200 employees worldwide. Of the 10,200 global employees,
approximately 3,200 are U.S.-based and approximately 7,000 are employed in other jurisdictions. Some of these
employees are members of unions, works councils, trade associations or are otherwise subject to collective
bargaining agreements, including approximately 140 union employees in the U.S. located at our Fort Dodge, Iowa
manufacturing/R&D facility. Approximately 35% of our global population is in customer-facing roles, including but not
limited to traditional sales roles, technical consultants, account managers and commercial and general managers.
The safety of employees, customers and suppliers with whom we frequently interact was our highest priority as
COVID-19 spread across the globe. To limit exposure, we substantially restricted travel, required social distancing
and supplied personal protective equipment to our workers who, as essential workers because the animal health
industry has been designated an essential business, continued to be physically present in our manufacturing and
research facilities while requiring non-essential employees to work remotely whenever possible. In 2020, our
employees demonstrated resiliency, agility and engagement in support of business continuity despite the challenges
that arose during the COVID-19 pandemic.
At Elanco, we are committed to fostering an inclusive culture where employees can make a difference,
encouraging ownership, growth, and well-being. The following gives an overview of our approach to managing
human capital resources.
Our Culture. We commit to create a culture built on the foundation of three values and four behavioral pillars:
Values that Guide our Decisions:
Integrity - Do the right thing in the right way.
Respect - Respect people, our customers and the animals in their care.
Excellence - Be accountable. Continuously improve. Deliver with discipline.
Behavioral Pillars that Guide our Actions:
Involve - We seek participation and input to gain commitment and passionate performance and create an
engaged community. We act with humility as One Elanco, collaborating for the best outcomes for the entire
company.
Deliver - We focus on the essential, build mastery, and diligently deliver on our commitments to our
colleagues, customers, and shareholders.
Own - We are accountable and empowered. We ask questions and raise concerns. We are fully invested in
Elanco's success.
Innovate - We bring an innovative mindset that drives continuous improvement of our processes, products,
and services.
Our employees are driven by these values and behavioral pillars. At Elanco, this culture drives employee
performance. Leadership and employees are encouraged to evaluate performance with these values and behavioral
pillars in mind.
Diversity, Equity and Inclusion. We are focused on discovering new ways in which healthier animals can solve
the world’s greatest health and environmental challenges, and this innovation is only possible through an inclusive
culture of employees with diverse backgrounds, strengths, and perspectives. Diversity, equity and inclusion are
critical to creating and maintaining our purpose-driven culture and strengthening our promises to our employees and
customers.
Formed in 2015, our Global Elanco Diversity, Equity and Inclusion Council (EDEIC) serves as a catalyst for a
culture where diversity, equity and inclusion are embraced and recognized as a business-result driver. Within this
2020 Form 10-K | 20
framework, employee development is better supported, opinions and diverse backgrounds are embraced, and we
are a stronger company. Current EDEIC focus areas include our Be You! Seminar series to raise awareness and
provide a forum for an open discussion on the importance of a diverse and inclusive workplace at Elanco, strong
Employee Resource Groups, an annual Multi-Cultural Summit, and aspirational goals for representation of women
(globally) and minority group members (U.S.) in leadership. In addition, a clear direction has been established for
the post COVID-19 pandemic “future of work” that will enable greater flexibility and access to more diverse talent in
a wider range of locations.
Total Rewards. We invest in our workforce by offering competitive salaries, incentives, and benefits. Our pay for
performance philosophy is designed to create ownership and ensure that we reward and recognize top-performing
employees through merit increases and other rewards. We benchmark our total rewards annually to ensure our
compensation and benefit programs remain competitive with our peers. Our benefits are one way we support our
employees’ well-being and live up to our employee promise.
Development. We offer our employees opportunities to advance their careers at Elanco and are passionate
about equipping employees with skills and development opportunities to help them thrive and continually meet the
ever-changing needs of our customers and other stakeholders in a dynamic and growing industry.
Beyond professional growth and development, Elanco employees actively engage in Elanco's Healthy
Purpose,™ which is our initiative to advance the well-being of animals, people and the planet, enabling us to realize
our vision of "Food and Companionship Enriching Life." This vision is built on a fundamental belief uniting the
purpose of all Elanco employees – healthier animals are the key to solving some of the world’s most pressing
issues. Our 2020 Annual Voice of the Employee Survey found that more than 80 percent of employees feel a
personal commitment to Elanco’s corporate responsibility goals of improving food security and supporting the
human-animal bond. Since 2014, our employees have engaged in more than 855 global volunteer projects and
more than 95,000 employee volunteer hours have been logged in support of cause-related projects and disaster
relief efforts.
Environmental, Health and Safety
We are subject to various federal, state, local and foreign environmental, health and safety (EHS) laws and
regulations. These laws and regulations govern matters such as the emission and discharge of hazardous materials
into the ground, air or water; the generation, use, storage, handling, treatment, packaging, transportation, exposure
to, and disposal of hazardous and biological materials, including recordkeeping, reporting and registration
requirements; and the health and safety of our employees. Due to our operations, these laws and regulations also
require us to obtain, and comply with, permits, registrations or other authorizations issued by governmental
authorities. These authorities can modify or revoke our permits, registrations or other authorizations and can
enforce compliance through fines and injunctions.
Certain environmental laws impose joint and several liability, without regard to fault, for cleanup costs on persons
who have disposed of or released hazardous substances into the environment, including at third-party sites or
offsite disposal locations, or that currently own or operate (or formerly owned or operated) sites where such a
release occurred. We could be subject to liability for the investigation and remediation of legacy environmental
contamination caused by historical industrial activity at sites that we own or on which we operate. In addition to
clean-up actions brought by federal, state, local and foreign governmental entities, private parties could raise
personal injury or other claims against us due to the presence of, or exposure to, hazardous materials on, from or
otherwise relating to such a property.
We have made, and intend to continue to make, necessary expenditures for compliance with applicable EHS laws
and regulations. We are also monitoring and investigating environmental contamination from past industrial activity
at certain sites. As a result, we incurred capital and operational expenditures in 2020 for environmental compliance
purposes and for the clean-up of certain past industrial activities. Environmental-related capital expenditures and
other environmental-related expenditures were $0.0 million and $0.4 million in 2020, respectively.
In connection with past divestitures, we have undertaken certain indemnification obligations that may require us in
the future, to conduct or finance environmental cleanups at sites that we no longer own or operate. In connection
with certain of our acquisitions, we have also entered into indemnification agreements pursuant which we are or
2020 Form 10-K | 21
may be indemnified for various environmental cleanups; however, such indemnities are limited in both time and
scope and may be further limited in the presence of new information, or may not be available at all.
Available Information
Our website address is www.elanco.com. On our website, we make available, free of charge, our annual,
quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we
electronically file such material with, or furnish such material to, the SEC. In addition, the SEC maintains an internet
site that contains reports, proxy and information statements, and other information regarding issuers, including
Elanco, that file electronically with the SEC at www.sec.gov.
Information relating to corporate governance at Elanco, including our Corporate Governance Guidelines, Code of
Conduct, Financial Code of Ethics, Articles of Incorporation, Bylaws, Committee Charters; information concerning
our executive officers and members of our board of directors; and ways to communicate are available on our
website. We will provide any of the foregoing information without charge upon written request to Elanco’s Corporate
Secretary, Elanco, 2500 Innovation Way, Greenfield, Indiana 46140. Information relating to shareholder services is
also available on our website.
Information contained on our website is not part of, or incorporated by reference, in this Annual Report on Form
10-K.
2020 Form 10-K | 22
ITEM 1A. RISK FACTORS
Our business, financial condition and results of operations are subject to various risks, including but not limited to
the risks described below. If any of such risks actually materializes, our business, financial condition and results of
operations could be materially adversely affected.
Risk Factor Summary
For a summary of risk factors, see our “Forward-Looking Statements and Risk Factor Summary" on page 4.
Risks Related to Elanco's Business and Industry
The animal health industry is highly competitive.
The animal health industry is highly competitive. Our competitors include standalone animal health businesses,
the animal health businesses of large pharmaceutical companies, specialty animal health businesses and
companies that mainly produce generic products. We believe many of our competitors are conducting R&D
activities in areas served by our products and in areas in which we are developing products. Several new start-up
companies also compete in the animal health industry. We also face competition from manufacturers of drugs
globally, as well as producers of nutritional health products. These competitors may have access to greater
financial, marketing, technical and other resources. As a result, they may be able to devote more resources to
developing, manufacturing, marketing and selling their products, initiating or withstanding substantial price
competition or more readily taking advantage of acquisitions or other opportunities. Further, consolidation in the
animal health industry could result in existing competitors realizing additional efficiencies or improving portfolio
bundling opportunities, thereby potentially increasing their market share and pricing power, which could lead to a
decrease in our revenue and profitability and an increase in competition. For example, many of our competitors
have relationships with key distributors and, because of their size, the ability to offer attractive pricing incentives,
which may negatively impact or hinder our relationships with these distributors. In addition to competition from
established market participants, new entrants to the animal health medicines and vaccines industry could
substantially reduce our market share, render our products obsolete or disrupt our business model.
To the extent that any of our competitors are more successful with respect to any key competitive factor, or we are
forced to reduce, or are unable to raise, the price of any of our products in order to remain competitive, our
business, financial condition and results of operations could be materially adversely affected. Competitive pressure
could arise from, among other things, more favorable safety and efficacy product profiles, limited demand growth or
a significant number of additional competitive products being introduced into a particular market, price reductions by
competitors, the ability of competitors to capitalize on their economies of scale, the ability of competitors to produce
or otherwise procure animal health products at lower costs than us and the ability of competitors to access more or
newer technology than us.
Disruptive innovation and advances in veterinary medical practices, animal health technologies and
alternatives to animal-derived protein, could negatively affect the market for our products.
The markets for our products are regularly impacted by the introduction and/or broad market acceptance of newly-
developed or alternative products that address the diseases and conditions for which we sell products, including
“green” or “holistic” health products, specially bred disease-resistant animals or replacements for meat, milk, eggs
or fish from alternative natural or synthetic sources. For example, the market for our pet health therapeutics has
been particularly affected by innovation in new molecules and delivery formulations in recent years. Technological
breakthroughs by others may render obsolete our products and reduce or eliminate the market for our products.
Introduction or acceptance of competing animal health products and innovation or disruptive protein alternatives
could materially adversely affect our business, financial condition and results of operations.
2020 Form 10-K | 23
Regulatory restrictions and bans on the use of antibiotics and productivity products in farm animals, as
well as changing market demand, may continue to negatively affect demand for certain of our farm animal
products.
Over the past few years, our operational results have been, and will continue to be, affected by regulations and
changing market demand. In certain markets, including the U.S., sales of certain of our farm animal products have
been negatively affected by an increase in consumer sentiment for proteins and dairy products produced without the
use of antibiotics or other products intended to increase animal production.
There are two classes of antibiotics used in animal health: shared-class, or medically important, antibiotics, which
are used to treat infectious disease caused by pathogens that occur in both humans and animals; and animal-only
antibiotics, which are used to treat infectious disease caused by pathogens that occur in animals only. See
“Business of Elanco - Products - Antibiotics.” Concerns that the use of antibiotics in farm animal production may
lead to increased antibiotic resistance of human pathogens have resulted in increased regulation and changing
market demand. In December 2013, the FDA announced final guidance establishing procedures for the voluntary
phase-out in the U.S. over a three-year period of the use of shared-class antibiotics in animal feed or water for
growth promotion in farm animal production. The guidance allows for continued use of shared-class antibiotics in
food-producing animals under the supervision of a veterinarian for treatment, control and, under certain
circumstances, for prevention of disease. The FDA indicated that it took this action to help preserve the efficacy of
shared-class antibiotics to treat infections in humans. As of January 1, 2017, under the FDA’s guidance and the
related rule known as the Veterinary Feed Directive, the use of shared-class antibiotics in the water or feed of food-
producing animals requires written authorization by a licensed veterinarian. In addition, other countries in which we
sell or plan to sell our products, such as France and Vietnam, have passed restrictions or bans on antibiotic use.
Other countries have placed restrictions or bans on the use of specific antibiotics in certain food-producing animals,
regardless of the route of administration (in feed or injectable).
From 2015 to 2020, our revenue from shared-class antibiotics declined at a compound annual growth rate
(CAGR) of 3%, excluding the impact of foreign exchange rates. This was driven primarily by changing regulations in
many markets, including the Veterinary Feed Directive, as well as changing market demand and our tiered
approach to antibiotic stewardship, which included removing growth promotion from labels and requiring veterinary
oversight in the U.S. and other markets. Globally, during 2020, our revenue from shared-class antibiotics increased
23%, excluding the impact of foreign exchange rates, but represented 12% (4% from sales in the U.S. and 8% from
international sales) of total revenue, down from 16% in 2015. The increase was driven by of the addition of Bayer
Animal Health product revenue. From 2015 to 2020, our revenue from animal-only antibiotics declined at a CAGR of
3%, excluding the impact of foreign exchange rates, driven by the inclusion of Bayer Animal Health product
revenues which are disproportionately more pet health focused than the existing legacy Elanco portfolio. During
2020, our revenue from animal-only antibiotics declined 15%, excluding the impact of foreign exchange rates, and
represented 17% of total revenue, down from 23% in 2015. In 2020, 85% of our revenue from animal-only
antibiotics resulted from the sale of ionophores. Ionophores are a special class of animal-only antimicrobials, and
because of their animal-only designation, mode of action and spectrum of activity, their use has not to date been
impacted by regulations or changing market demand in many international markets.
The impact of changes in regulations and market preferences regarding the use of antibiotics in farm animals
could have a material adverse effect on our business, financial condition and results of operations. If there is an
increased public perception that consumption of food derived from animals that utilize our products poses a risk to
human health, there may be a further decline in the production of those food products and, in turn, demand for our
products. In addition, antibiotic resistance concerns will likely result in additional restrictions or bans, expanded
regulations or public pressure to further reduce the use of antibiotics in farm animals, increased demand for
antibiotic-free protein, or changes in the market acceptance or regulatory treatment of ionophores, any of which
could materially adversely affect our business, financial condition and results of operations.
In addition, our revenue has been impacted by changing trade dynamics with China and other markets that
restrict the use of productivity products, such as those containing ractopamine, in farm animals. This has resulted in
many U.S. food producers eliminating their use of ractopamine to gain access to those markets. Our farm animal
products Optaflexx™ and Paylean™ contain ractopamine. If more producers decide to access such markets or
additional markets restrict the use of ractopamine or other productivity products, our business, financial condition
and results of operations could be materially adversely affected.
2020 Form 10-K | 24
Generic products may be viewed as more cost-effective than our products.
We face competition from products produced by other companies, including generic alternatives to our products.
We depend on patents and regulatory data exclusivity periods to provide us with exclusive marketing rights for
some of our products. Patents for individual products expire at different times based on the date of the patent filing
(or sometimes the date of patent grant) and the legal term of patents in the jurisdictions where such patents are
obtained. The extent of protection afforded by our patents varies from jurisdiction to jurisdiction and is limited by the
scope of the claimed subject matter of our patents, the term of the patent and the availability and enforcement of
legal remedies in the applicable jurisdiction. Some of our top products such as Rumensin, Maxiban, Denagard and
Tylan Premix do not have patent protection. Other products are protected by patents that expire over the next
several years. As the patents for a brand name product expire, competitors may begin to introduce generic or other
alternatives, and as a result, we may face competition from lower-priced alternatives to many of our products. For
example, we have experienced significant competitive headwinds from generic ractopamine in the U.S. In the third
quarter of 2013, a large established animal health company received U.S. approval for generic ractopamine. U.S.
revenue from Optaflexx, our ractopamine beef product, has declined at a compound annual growth rate of 28% from
2015 to 2020 as a result of generic competition and international regulatory restrictions. In the third quarter of 2019,
an established animal health company received U.S. approval for generic monensin in cattle and goats for certain
indications. U.S. revenue from Rumensin, our monensin product, declined at a compound annual growth rate of 7%
from 2015 to 2020 partly due to competition and may continue to decline as a result of the generic competition. We
may face similar competition in the future for existing products that do not benefit from exclusivity or for existing
products with material patents expiring in the future. See “Business of Elanco - Intellectual Property.”
Generic competitors are becoming more aggressive in terms of launching products before patent rights expire,
and, because of attractive pricing, sales of generic products are an increasing percentage of overall animal health
sales in certain regions. Although the impact of generic competition in the animal health industry to date has not
typically mirrored that seen in human health, product pricing and the impact of generic competition in the future may
more closely mirror human health as a result of changes in industry dynamics, such as channel expansion,
consolidation, an increase in the availability and use of pet insurance and the potential for generic competition by
established animal health businesses. If animal health customers increase their use of new or existing generic
products, our business, financial condition and results of operations could be materially adversely affected.
We may not successfully implement our business strategies or achieve targeted cost efficiencies and gross
margin improvements.
We are pursuing strategic initiatives that management considers critical to our long-term success, including, but
not limited to: improving manufacturing processes, reducing our manufacturing footprint, achieving lean initiatives,
consolidating our CMO network, strategically insourcing projects, pursuing cost savings opportunities with respect to
raw materials through a new procurement process and improving the productivity of our sales force. Following the
acquisition of Bayer Animal Health, we have announced a restructuring program which includes the elimination of
positions across 37 countries, primarily in sales and marketing, research & development, manufacturing and quality,
and back office support. There are significant risks involved with the execution of this restructuring programming,
including costly expenses related to severance, asset impairment and other charges. We may pursue additional
strategic initiatives in the future to improve gross margins and achieve our targeted cost efficiencies. We also have
acquired or partnered with a number of smaller animal health businesses, and we intend to continue to do so in the
future. There are significant risks involved with the execution of these initiatives, including significant business,
economic and competitive uncertainties, many of which are outside of our control. Accordingly, we may not succeed
in implementing these strategic initiatives. Realizing the anticipated benefits from these initiatives, if any benefits are
achieved at all, may take several years. We may be unable to achieve our targeted cost efficiencies and gross
margin improvements. Additionally, we may have insufficient access to capital to fund investments in strategic
initiatives, or our business strategy may change from time to time, which could delay our ability to implement
initiatives that we believe are important to our business.
Consolidation of our customers and distributors could negatively affect the pricing of our products.
Third-party distributors, veterinarians and farm animal producers are our primary customers. In recent years, there
has been a trend towards the concentration of veterinarians in large clinics and hospitals. In addition, farm animal
producers, particularly swine and poultry producers, and our distributors have seen recent consolidation in their
industries. Furthermore, we have seen the expansion of larger cross-border corporate customers and an increase in
2020 Form 10-K | 25
the consolidation of buying groups (cooperatives of veterinary practices that leverage volume to pursue discounts
from manufacturers). The pace of consolidation and structure of markets varies greatly across geographies. If these
trends towards consolidation continue, our customers could attempt to improve their profitability by leveraging their
buying power to obtain favorable pricing. The resulting decrease in our prices could have a material adverse effect
on our business, financial condition and results of operations.
An outbreak of infectious disease carried by farm animals could negatively affect the demand for, and sale
and production of, our farm animal products.
Sales of our farm animal products could be materially adversely affected by a general outbreak of infectious
disease or an outbreak of disease carried by farm animals, which could lead to the widespread death or
precautionary destruction of farm animals as well as the reduced consumption and demand for animal protein. In
addition, outbreaks of disease carried by farm animals may reduce regional or global sales of particular animal-
derived food products or result in reduced exports of such products, either due to heightened export restrictions or
import prohibitions, which may reduce demand for our farm animal products due to reduced herd or flock sizes.
In recent years, outbreaks of various diseases, including African Swine Fever, avian influenza, foot-and-mouth
disease, bovine spongiform encephalopathy (otherwise known as BSE or “mad cow” disease) and porcine epidemic
diarrhea virus (otherwise known as PEDV) have negatively impacted sales of our animal health products. The
discovery of additional cases of any of these, or new, diseases may result in additional restrictions on animal
protein, reduced herd or flock sizes, or reduced demand for animal protein, any of which may have a material
adverse effect on our business, financial condition and results of operations. In addition, the outbreak of any highly
contagious disease near our main production sites could require us to immediately halt production of our products at
such sites or force us to incur substantial expenses in procuring raw materials or products elsewhere.
The COVID-19 pandemic has had, and is expected to continue to have, an adverse impact on our business,
our future results of operations and our overall financial performance.
The COVID-19 pandemic has impacted and may further impact the U.S. and the broader economies of affected
countries, including negatively impacting economic growth, the proper functioning of financial and capital markets,
foreign currency exchange rates and interest rates. There continues to be uncertainty around its duration, ultimate
impact and the timing of recovery. Therefore, the pandemic has led to extended disruptions, and could continue to
result in further disruptions, of economic activity and the impact on our consolidated and combined results of
operations, financial position and cash flows could be material.
As a result of the adverse impact that the COVID-19 pandemic is having on our economy and the economies in
the countries in which we operate, the pandemic may affect our operations, including our supply chain distribution
systems, production levels and research and development activities. In addition, any preventive or protective
actions that governments implement or that we adopt in response to the COVID-19 pandemic, such as travel
restrictions, quarantines, limited operations of governmental agencies or site closures, may interfere with the ability
of our employees, vendors, and suppliers to perform their respective responsibilities and obligations relative to the
conduct of our business. In particular, as a result of the COVID-19 pandemic, in-person interactions by our
customer-facing professionals could be suspended and certain vet clinics and farms could limit such interactions,
especially as some markets in which we operate experience additional waves of the COVID-19 pandemic. Our
ability to market our products has been and may continue to be limited, which, in turn, could have an adverse effect
on our ability to compete in the marketing and sales of our products. Additionally, government regulations that have
been imposed in response to the COVID-19 pandemic may cause delays in the receipt of products, causing delays
in our global supply chain, delaying the transportation of finished goods, disrupting our freight processes, which
would result in higher shipping costs, and causing resources to be diverted that are necessary to administer certain
of our products. In addition, some research and development projects could be impacted based on need for the
reagents from suppliers and clinical trial activity requiring veterinary clinic access and support. Furthermore, social
distancing guidelines could have an adverse impact on our research and development activities as our laboratories
are not operating at full capacity.
Our customers, and therefore our business and revenues, are sensitive to negative changes in economic
conditions. As a result, we experienced declines in revenue in 2020. With respect to our farm animal business, there
have been a number of shutdowns of processing plants as a result of COVID-19 outbreaks within their operations,
and there could be more of these shutdowns, which, in turn, have led and may lead to a further decrease in demand
2020 Form 10-K | 26
for our customers’ livestock. Such shutdowns could not only lead to a decrease in demand for our products, but
could also significantly impact their ability to pay for our products. In addition, an effort by dairy farmers to decrease
milk production could negatively impact demand for Rumensin. Additionally, decreased consumption in food service
outlets has impacted demand and export opportunity for our food producing customers around the world. COVID-19
also impacted our pet health business, as social distancing guidelines decreased veterinary visits and reduced
veterinary practice spending in the middle of 2020, but spending had rebounded to normal levels in most regions by
the end of the year. We expect the negative impacts of the COVID-19 pandemic on our revenue will continue until
conditions relating to the overall impact of COVID-19 on all aspects of the economy and life in general improve.
The impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital,
which could negatively impact our short-term and long-term liquidity. Additionally, our suppliers and third-party
distributors may face difficulties maintaining operations and normal liquidity in light of government-mandated
restrictions. Further, the resulting global economic downturn may negatively impact the ability of certain of our
customers to make payments on a timely basis, adversely impacting our cash flows from operations. While our
liquidity has not been significantly impacted by delayed collections thus far, we do not yet know the full extent of the
impact of the COVID-19 pandemic and its resulting economic impact, which could have a material adverse effect on
our liquidity, capital resources, operations and business.
Our R&D, acquisition and licensing efforts may fail to generate new products or expand the use of our
existing products.
Our future success depends on both our existing product portfolio and our pipeline of new products, including new
products that we may develop through joint ventures and products that we are able to obtain through license or
acquisition, including the acquisition of Bayer Animal Health. We commit substantial effort, funds and other
resources to R&D, both through our own dedicated resources and through collaborations with third parties.
We may be unable to determine with accuracy when or whether any of our products now under development will
be approved or launched, or we may be unable to develop, license or otherwise acquire product candidates or
products. In addition, we cannot predict whether any products, once launched, will be commercially successful or
will achieve sales and revenue that are consistent with our expectations. The animal health industry is subject to
regional and local trends and regulations and, as a result, products that are successful in some markets may not
achieve similar success when introduced into other markets. Furthermore, the timing and cost of our R&D may
increase, and our R&D may become less predictable as, among other things, regulations applicable to our industry
may make it more time-consuming and/or costly to research, develop and register products. If we are unable to
generate new products or expand the use of our existing products, our business, financial condition and results of
operations will be materially adversely affected.
The misuse or off-label use of our products may harm our reputation or result in financial or other
damages.
Our products have been approved for use under specific circumstances for the treatment of certain diseases and
conditions in specific species. There may be increased risk of product liability claims if veterinarians, farm animal
producers, pet owners or others attempt to use our products off-label, including the use of our products in species
(including humans) for which they have not been approved. Furthermore, the use of our products for indications
other than those for which our products have been approved may not be effective, which could harm our reputation
and lead to an increased risk of litigation. If we are deemed by a governmental or regulatory agency to have
engaged in the promotion of any of our products for off-label use, such agency could request that we modify our
training or promotional materials and practices, and we could be subject to significant fines and penalties, and the
imposition of these sanctions could also affect our reputation and position within the industry. Any of these events
could materially adversely affect our business, financial condition and results of operations.
Animal health products are subject to unanticipated safety, quality or efficacy concerns, which may harm
our reputation.
Unanticipated safety, quality or efficacy concerns arise from time to time with respect to animal health products,
whether or not scientifically or clinically supported, leading to product recalls, withdrawals or suspended or declining
sales, as well as product liability and other claims.
2020 Form 10-K | 27
Regulatory actions based on these types of safety, quality or efficacy concerns could impact all, or a significant
portion, of a product’s sales and could, depending on the circumstances, materially adversely affect our results of
operations.
In addition, since we depend on positive perceptions of the safety, quality and efficacy of our products, and animal
health products generally, by food producers, veterinarians and pet owners, any concern as to the safety, quality or
efficacy of our products, whether actual or perceived, may harm our reputation. These concerns and the related
harm to our reputation could materially adversely affect our business, financial condition and results of operations,
regardless of whether such reports are accurate.
Our business may be negatively affected by weather conditions and the availability of natural resources.
The animal health industry and demand for many of our products in a particular region are affected by weather
conditions, varying weather patterns and weather-related pressures from pests, such as ticks. As a result, we may
experience regional and seasonal fluctuations in our results of operations.
Farm animal producers depend on the availability of natural resources, including large supplies of fresh water.
Their animals’ health and their ability to operate could be adversely affected if they experience a shortage of fresh
water due to human population growth or floods, droughts or other weather conditions. In the event of adverse
weather conditions or a shortage of fresh water, veterinarians or farm animal producers may purchase less of our
products.
Further, heat waves may cause stress in animals and lead to increased vulnerability to disease, reduced fertility
rates and reduced milk production. Droughts may threaten pasture and feed supplies by reducing the quality and
amount of forage available to grazing livestock, while climate change may increase the prevalence of parasites and
diseases that affect farm animals. Adverse weather conditions may also have a material impact on the aquaculture
business. Changes in water temperatures could affect the timing of reproduction and growth of various fish species,
as well as trigger the outbreak of certain water borne diseases.
In addition, veterinary hospitals and practitioners depend on visits from, and access to, the animals under their
care. Veterinarians’ patient volume and ability to operate could be adversely affected if they experience prolonged
snow, ice or other severe weather conditions, particularly in regions not accustomed to sustained inclement
weather.
Modification of foreign trade policy may harm our farm animal product customers.
Changes in laws, agreements and policies governing foreign trade in the territories and countries where our
customers do business could negatively impact such customers’ businesses and adversely affect our results of
operations. A number of our customers, particularly U.S.-based farm animal producers, benefit from free trade
agreements, such as the North American Free Trade Agreement (NAFTA). In November 2018, the U.S. negotiated a
new trade deal with Canada and Mexico known as the United States-Mexico-Canada-Agreement (USMCA), aimed
at re-negotiating and updating the terms of NAFTA. The USMCA was revised by the parties on December 10, 2019
and was entered into force on July 1, 2020. The full impact of the USMCA on us, our customers, and on economic
conditions is currently unknown and, thus, could materially adversely affect our business, financial condition and
results of operations.
Our results of operations are dependent upon the success of our top products.
If any of our top products experience issues, such as disruptive innovations or the introduction of more effective
competitive products, negative publicity, changes to veterinarian or customer preferences, loss of patent protection,
material product liability litigation, new or unexpected side effects, manufacturing disruptions and/or regulatory
proceedings, our revenue could be negatively impacted, perhaps significantly. Our top five products, Rumensin,
Trifexis, Maxiban, Interceptor Plus, and the aggregate Advantage Family contributed approximately 23% of our
revenue in 2020. Any issues with these top products, particularly Rumensin, which contributed approximately 7% of
our revenue in 2020 and is now subject to generic competition in the U.S., could have a material adverse effect on
our business, financial condition and results of operations.
2020 Form 10-K | 28
Our business is subject to risk based on customer exposure to rising costs and reduced customer income.
Feed, fuel, transportation and other key costs for farm animal producers may increase or animal protein prices or
sales may decrease. Either of these trends could cause deterioration in the financial condition of our farm animal
product customers, potentially inhibiting their ability to purchase our products or pay us for products delivered. Our
farm animal product customers may offset rising costs by reducing spending on our products, including by switching
to lower-cost alternatives. In addition, concerns about the financial resources of pet owners could cause
veterinarians to alter their treatment recommendations in favor of lower-cost alternatives to our products, which
could result in a decrease in sales of our pet health products, especially in developed countries where there is a
higher rate of pet ownership. Rising costs or reduced income for our customers could have a material adverse effect
on our business, financial condition and results of operations.
For our pet health products, increased use of alternative distribution channels, or changes within existing
distribution channels, could negatively impact our market share, margins and distribution of our products.
In most markets, pet owners typically purchase their animal health products directly from veterinarians. However,
pet owners increasingly have the option to purchase animal health products from sources other than veterinarians,
such as online retailers, “big-box” retail stores or other over-the-counter distribution channels. This trend has been
demonstrated by the significant shift away from the veterinarian distribution channel in the sale of flea and tick
products in recent years. Pet owners also could decrease their reliance on, and visits to, veterinarians as they rely
more on internet-based animal health information. Because we market our pet health prescription products primarily
through the veterinarian distribution channel, any significant decrease in visits to veterinarians by pet owners could
reduce our market share for such products and materially adversely affect our business, financial condition and
results of operations. In addition, pet owners may substitute human health products for animal health products if
human health products are deemed to be lower-cost alternatives.
Legislation has also been proposed in the U.S., and may be proposed in the U.S. or abroad in the future, that
could impact the distribution channels for our pet health products. For example, such legislation may require
veterinarians to provide pet owners with written prescriptions and disclosure that the pet owner may fill prescriptions
through a third party, which may further reduce the number of pet owners who purchase their animal health
products directly from veterinarians. Such requirements may lead to increased use of generic alternatives to our
products or the increased substitution of our pet health products with other animal health products or human health
products if such other products are deemed to be lower-cost alternatives. Many states already have regulations
requiring veterinarians to provide prescriptions to pet owners upon request and the American Veterinary Medical
Association has long-standing policies in place to encourage this practice.
Over time, these and other competitive conditions may further increase our use of online retailers, “big-box” retail
stores or other over-the-counter distribution channels to sell our pet health products. We may not be adequately
prepared or able to distribute our pet health products if an increased portion of our sales occur through these
channels. Also, we may realize lower margins on sales through these distribution channels than we do on sales
through veterinarians. Any of these events could materially adversely affect our business, financial condition and
results of operations.
In addition, if one or more of our pet health distributors discontinues or modifies their relationship with us, our
business, financial condition and results of operations may be materially adversely affected. For example, in 2020,
we completed the previously communicated channel inventory reduction, moving to inventory levels across the
world and across species that represent the minimum necessary to allow our distributors to maintain strong service
levels with their end customers.
Increased or decreased inventory levels at our channel distributors can lead to fluctuations in our revenues
and variations in payment terms extended to our distributors can impact our cash flows.
In addition to selling our products directly to veterinarians, we sell to distributors who, in turn, sell our products to
third parties. Inventory levels at our distributors may increase or decrease as a result of various factors, including
end customer demand, new customer contracts, heightened and generic competition, required minimum inventory
levels, our ability to renew distribution contracts with expected terms, our ability to implement commercial strategies,
regulatory restrictions, unexpected customer behavior, proactive measures taken by us in response to shifting
market dynamics, and procedures and environmental factors beyond our control, including weather conditions or an
outbreak of infectious disease such as COVID-19 or diseases carried by farm animals such as African Swine Fever.
2020 Form 10-K | 29
These increases and decreases can lead to variations in our quarterly and annual revenues. In addition, like all
companies that manufacture and sell products, we have policies that govern the payment terms that we extend to
our customers. Due to consolidation amongst our distributors, as well as changes in the buying habits of end
customers or the need for certain inventory levels at our distributors to avoid supply disruptions, from time to time,
our distributors have requested exceptions to the payment term policies that we extend to them. Extensions of
customer payment terms can impact our cash flows, liquidity and results of operations.
We may be required to write down goodwill or identifiable intangible assets.
Under U.S. GAAP, if we determine goodwill or identifiable intangible assets are impaired, we will be required to
write down these assets and record a non-cash impairment charge. As of December 31, 2020, we had recorded on
our balance sheet goodwill of $6.2 billion and identifiable intangible assets of $6.4 billion. Identifiable intangible
assets consist primarily of marketed products acquired or licensed from third parties, licensed platform technologies
that have alternative future uses in R&D, manufacturing technologies, and customer relationships from business
combinations. We also have indefinite-lived intangible assets, which consist of acquired in-process R&D projects
from business combinations that are subject to impairment and non-cash impairment charges.
Determining whether an impairment exists and the amount of the potential impairment involves quantitative data
and qualitative criteria that are based on estimates and assumptions requiring significant management judgment.
Future events or new information may change management’s valuation of an intangible asset in a short amount of
time. The timing and amount of impairment charges recorded in our consolidated and combined statements of
operations and write-downs recorded in our consolidated balance sheets could vary if our management’s
conclusions change. Any impairment of goodwill or identifiable intangible assets could have a material adverse
effect on our business, financial condition and results of operations.
Our R&D relies on evaluations of animals, which may become subject to bans, additional restrictive
regulations or increased attention from activism movements.
As an animal health medicines and vaccines business, we are required to evaluate the effect of our existing and
new products in animals in order to register such products. Animal testing in certain industries has been the subject
of controversy and adverse publicity. Some organizations and individuals have attempted to ban animal testing or
encourage the adoption of new regulations applicable to animal testing. To the extent that the activities of such
organizations and individuals are successful, our R&D, and by extension our business, financial condition and
results of operations, could be materially adversely affected. In addition, negative publicity about us or our industry
could harm our reputation. For example, farm animal producers may experience decreased demand for their
products or reputational harm as a result of evolving consumer views of animal rights, nutrition, health-related or
other concerns. Any reputational harm to the farm animal industry may also extend to companies in related
industries, including our company. Adverse consumer views related to the use of one or more of our products in
farm animals also may result in a decrease in the use of such products and could have a material adverse effect on
our operating results and financial condition.
Manufacturing problems and capacity imbalances may cause product launch delays, inventory shortages,
recalls or unanticipated costs.
In order to sell our products, we must be able to produce and ship sufficient quantities to our customers. We own
and operate 20 internal manufacturing sites located in 12 countries. We also employ a network of approximately
130 third-party CMOs. Many of our products involve complex manufacturing processes and are sole-sourced from
certain manufacturing sites.
Minor deviations in our manufacturing or logistical processes, such as temperature excursions or improper
package sealing, could result, and have in the past resulted in, delays, inventory shortages, unanticipated costs,
product recalls, product liability and/or regulatory action. In addition, a number of factors could cause production
interruptions, including:
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the failure of us or any of our vendors or suppliers, including logistical service providers, to comply with
applicable regulations and quality assurance guidelines;
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construction delays;
2020 Form 10-K | 30
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equipment malfunctions;
shortages of materials;
labor problems;
natural disasters;
power outages;
criminal and terrorist activities;
changes in manufacturing production sites and limits to manufacturing capacity due to regulatory
requirements, changes in types of products produced, shipping distributions or physical limitations; and
the outbreak of any highly contagious diseases near our production sites.
These interruptions could result in launch delays, inventory shortages, recalls, unanticipated costs or issues with
our agreements under which we supply third parties, which may materially adversely affect our business, financial
condition and results of operations.
Our manufacturing network may be unable to meet the demand for our products or we may have excess capacity
if demand for our products changes. The unpredictability of a product’s regulatory or commercial success or failure,
the lead time necessary to construct highly technical and complex manufacturing sites and shifting customer
demand (including as a result of market conditions or entry of branded or generic competition) increase the potential
for capacity imbalances. In addition, construction of sites is expensive, and our ability to recover costs will depend
on the market acceptance and success of the products produced at the new sites, which is uncertain.
We may incur substantial costs and receive adverse outcomes in litigation and other legal matters.
Our business, financial condition and results of operations could be materially adversely affected by unfavorable
results in pending or future litigation matters. These matters may include, among other things, allegations of
violation of U.S. and foreign competition law, labor laws, securities laws and regulations, consumer protection laws
and environmental laws and regulations, as well as claims or litigation relating to product liability, intellectual
property, securities, breach of contract and tort. For example, shareholder class action lawsuits that were recently
filed against us allege, in part, that we and certain of our executives made materially false and/or misleading
statements and/or failed to disclose certain facts about our supply chain, inventory, revenue, projections and our
relationships with third party distributors and revenue attributable to those distributors. We intend to vigorously
defend the claims made in these lawsuits, however, the ultimate resolution cannot be predicted and the claims
raised in these lawsuits may result in further legal matters or actions against us, including, but not limited to,
government enforcement actions or additional private litigation. In addition, changes in the interpretations of laws
and regulations to which we are subject, or in legal standards in one or more of the jurisdictions in which we
operate, could increase our exposure to liability. For example, in the U.S., attempts have been made to allow
damages for emotional distress and pain and suffering in connection with the loss of, or injury to, a pet. If such
attempts were successful, our exposure with respect to product liability claims could increase materially.
Litigation matters, regardless of their merits or their ultimate outcomes, are costly, divert management’s attention
and may materially adversely affect our reputation and demand for our products. We cannot predict with certainty
the eventual outcome of pending or future litigation matters. An adverse outcome of litigation or legal matters could
result in us being responsible for significant damages. Any of these negative effects resulting from litigation matters
could materially adversely affect our business, financial condition and results of operations.
Our business is subject to substantial regulation.
As a global company, we are subject to various state, federal and international laws and regulations, including
regulations relating to the development, quality assurance, manufacturing, importation, distribution, marketing, sale
of our products. In addition, our manufacturing facilities, including the manufacturing facilities operated by our
CMOs, are subject to periodic inspections by regulatory agencies. An inspection may report conditions or practices
that indicate possible violations of regulatory requirements. Our failure, or the failure of third parties we rely on,
including CMOs, to comply with these regulatory requirements, allegations of such non-compliance or the discovery
of previously unknown problems with a product or manufacturer could result in, among other things, inspection
observation notices, warning letters or similar regulatory correspondence, fines, a partial or total shutdown of
2020 Form 10-K | 31
production in one or more of our facilities while an alleged violation is remediated, withdrawals or suspensions of
current products from the market, and civil or criminal prosecution, as well as decreased sales as a result of
negative publicity and product liability claims. Any one of these consequences could materially adversely affect our
business, financial condition and results of operations.
In addition, we will not be able to market new products unless and until we have obtained all required regulatory
approvals in each jurisdiction where we propose to market those products. Even after a product reaches market, we
may be subject to re-review and may lose our approvals. Our failure to obtain approvals, delays in the approval
process, or our failure to maintain approvals in any jurisdiction, may prevent us from selling products in that
jurisdiction until approval or re-approval is obtained, if ever.
We may incur additional tax expense or become subject to additional tax exposure.
We are subject to income taxes in the United States and numerous other jurisdictions. Our future results of
operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of
earnings between U.S. and non-U.S. jurisdictions or among jurisdictions with differing statutory tax rates, changes in
our overall profitability, changes in tax laws or treaties or in their application or interpretation, changes in tax rates,
changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities,
the results of audits and examinations of previously filed tax returns and continuing assessments of our tax
exposures. We are also subject to the examination of our tax returns and other tax matters by the Internal Revenue
Service and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse
outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no
assurance as to the outcome of these examinations. If our effective tax rates were to increase, particularly in the
U.S. or other material foreign jurisdictions, or if the ultimate determination of our taxes owed is for an amount in
excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely
affected.
The illegal distribution and sale by third parties of counterfeit or illegally compounded versions of our
products or of stolen, diverted or relabeled products could have a negative impact on our reputation and
business.
Third parties may illegally distribute and sell counterfeit or illegally compounded versions of our products that do
not meet the exacting standards of our development, manufacturing and distribution processes. Counterfeit or
illegally compounded medicines pose a significant risk to animal health and safety because of the conditions under
which they are manufactured and the lack of regulation of their contents. Counterfeit or illegally compounded
products are frequently unsafe or ineffective and can be potentially life-threatening to animals. Our reputation and
business could suffer harm as a result of counterfeit or illegally compounded products which are alleged to be
equivalent and/or which are sold under our brand name. In addition, products stolen or unlawfully diverted from
inventory, warehouses, plants or while in transit, which are not properly stored or which have an expired shelf life
and which have been repackaged or relabeled and which are sold through unauthorized channels, could adversely
impact animal health and safety, our reputation and our business. With the acquisition of the Bayer Animal Health
business, we have now expanded our business more into direct to retailer and e-commerce channels in order to
meet the pet owners where they want to purchase, which may increase the risk of counterfeiting of our products.
Public loss of confidence in the integrity of vaccines and/or pharmaceutical products as a result of counterfeiting,
illegal compounding or theft could have a material adverse effect on our business, financial condition and results of
operations.
We are subject to complex environmental, health and safety laws and regulations.
We are subject to various federal, state, local and foreign environmental, health and safety laws and regulations.
These laws and regulations govern matters such as the emission and discharge of hazardous materials into the
ground, air or water; the generation, use, storage, handling, treatment, packaging, transportation, exposure to and
disposal of hazardous and biological materials, including recordkeeping, reporting and registration requirements;
and the health and safety of our employees. Due to our operations, these laws and regulations also require us to
obtain, and comply with, permits, registrations or other authorizations issued by governmental authorities. These
authorities can modify or revoke our permits, registrations or other authorizations and can enforce compliance
through fines and injunctions.
2020 Form 10-K | 32
Given the nature of our business, we have incurred, are currently incurring and may in the future incur liabilities
for the investigation and remediation of contaminated land under the U.S. Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, or under other federal, state, local and foreign
environmental cleanup laws, with respect to our current or former sites, adjacent or nearby third-party sites, or
offsite disposal locations. We could be subject to liability for the investigation and remediation of legacy
environmental contamination caused by historical industrial activity as sites that we own or on which we operate.
The costs associated with future cleanup activities that we may be required to conduct or finance could be material.
Additionally, we may become liable to third parties for damages, including personal injury, property damage and
natural resource damages, resulting from the disposal or release of hazardous materials into the environment. Such
liability could materially adversely affect our business, financial condition and results of operations.
Furthermore, regulatory agencies are showing increasing concern over the impact of animal health products and
farm animal operations on the environment. This increased regulatory scrutiny has in the past and may in the future
necessitate that additional time and resources be spent to address these concerns in both new and existing
products.
Our failure to comply with the environmental, health and safety laws and regulations to which we are subject,
including any permits issued thereunder, may result in environmental remediation costs, loss of permits, fines,
penalties or other adverse governmental or private actions, including regulatory or judicial orders enjoining or
curtailing operations or requiring corrective measures, installation of pollution control equipment or remedial
measures. We could also be held liable for any and all consequences arising out of human exposure to hazardous
materials, environmental damage or significant environmental, health and safety issues that might arise at a
manufacturing or R&D facility. Environmental laws and regulations are complex, change frequently, have tended to
become more stringent and stringently enforced over time and may be subject to new interpretation. It is possible
that our costs of complying with current and future environmental, health and safety laws, and our liabilities arising
from past or future releases of, or exposure to, hazardous materials could materially adversely affect our business,
financial condition and results of operations.
The actual or purported intellectual property rights of third parties may negatively affect our business.
A third party may sue us, or our distributors or licensors, or otherwise make a claim, alleging infringement or other
violation of such third-party’s patents, trademarks, trade dress, copyrights, trade secrets, domain names or other
intellectual property rights. If our distributors, licensors or we do not prevail in this type of litigation, we may be
required to:
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pay monetary damages;
obtain a license in order to continue manufacturing or marketing the affected products, which may not
be available on commercially reasonable terms, or at all; or
stop activities, including any commercial activities, relating to the affected products, which could include
a recall of the affected products and/or a cessation of sales in the future.
The costs of defending an intellectual property claim could be substantial and could materially adversely affect our
business, financial condition and results of operations, even if we successfully defend such claim. Moreover, even if
we believe that we do not infringe a validly existing third-party patent, we may choose to license such patent, which
would result in associated costs and obligations. We may also incur costs in connection with an obligation to
indemnify a distributor, licensor or other third party.
The intellectual property positions of animal health medicines and vaccines businesses frequently involve
complex legal and factual questions, and an issued patent does not guarantee us the right to practice the patented
technology or develop, manufacture or commercialize the patented product. For example, while we generally enter
into proprietary information agreements with our employees and third parties, which assign intellectual property
rights to us, these agreements may not be honored or may not effectively assign intellectual property rights to us
under the local laws of some countries or jurisdictions. We cannot be certain that a competitor or other third party
does not have or will not obtain rights to intellectual property that may prevent us from manufacturing, developing or
marketing certain of our products, regardless of whether we believe such intellectual property rights are valid and
enforceable or we believe we would otherwise be able to develop a more commercially successful product, which
may materially adversely affect our business, financial condition and results of operations.
2020 Form 10-K | 33
If our intellectual property rights are challenged or circumvented, competitors may be able to take
advantage of our R&D efforts or harm the value of our brands.
Our long-term success depends on our ability to market innovative, competitive products. We rely and expect to
continue to rely on a combination of intellectual property, including patent, trademark, trade dress, copyright, trade
secret and domain name protection, as well as confidentiality and license agreements with our employees and
others, to protect our intellectual property and proprietary rights. If we fail to obtain and maintain adequate
intellectual property protection, we may not be able to prevent third parties from using our proprietary technologies
or from marketing products that are very similar or identical to ours.
Our currently pending or future patent applications may not result in issued patents, or be approved on a timely
basis, if at all. Similarly, any term extensions that we seek may not be approved on a timely basis, if at all. In
addition, our issued patents, or any patents that may issue in the future, may not contain claims sufficiently broad to
protect us against third parties with similar technologies or products or provide us with any competitive advantage,
including exclusivity in a particular product area.
The validity and scope of our patent claims also may vary between countries, as individual countries have their
own patent laws. For example, some countries only permit the issuance of patents covering a novel chemical
compound itself, and its first use, and thus further methods of use for the same compound may not be patentable.
The validity, enforceability, scope and effective term of patents can be highly uncertain and often involve complex
legal and factual questions and proceedings that vary based on the local law of the relevant jurisdiction. Our ability
to enforce our patents also depends on the laws of individual countries and each country’s practice with respect to
enforcement of intellectual property rights. Patent protection must be obtained on a jurisdiction-by-jurisdiction basis,
and we only pursue patent protection in countries where we think it makes commercial sense for the given product.
In addition, if we are unable to maintain our existing license agreements or other agreements pursuant to which
third parties grant us rights to intellectual property, including because such agreements terminate, our financial
condition and results of operations could be materially adversely affected.
Patent law reform in the U.S. and other countries may also weaken our ability to enforce our patent rights, or
make such enforcement financially unattractive. The America Invents Act permits enhanced third-party actions for
challenging patents and implements a first-to-invent system. These reforms could result in increased costs to
protect our intellectual property or limit our ability to obtain and maintain patent protection for our products in these
jurisdictions. Additionally, certain foreign governments have indicated that compulsory licenses to patents may be
granted in the case of national emergencies, which could diminish or eliminate sales and profits from those regions
and materially adversely affect our financial condition and results of operations.
Our trademarks and brands may provide us with a competitive advantage in the market as they may be known or
trusted by consumers. In order to maintain the value of such brands, we must be able to enforce and defend our
trademarks. We have pursued and will pursue the registration of trademarks and service marks in the U.S. and
internationally; however, enforcing rights against those who knowingly or unknowingly dilute or infringe our brands
can be difficult. Effective trademark, service mark, trade dress or related protections may not be available in every
country in which our products and services are available. Enforcement is especially difficult in first-to-file countries
where “trademark squatters” can prevent us from obtaining adequate protections for our brands. There can be no
assurance that the steps we have taken and will take to protect our proprietary rights in our brands and trademarks
will be adequate or that third parties will not infringe, dilute or misappropriate our brands, trademarks, trade dress or
other similar proprietary rights.
Many of our products are based on or incorporate proprietary information. We actively seek to protect our
proprietary information, including our trade secrets and proprietary know-how, by generally requiring our employees,
consultants, other advisors and other third parties to execute proprietary information and confidentiality agreements
upon the commencement of their employment, engagement or other relationship. Despite these efforts and
precautions, we may be unable to prevent a third party from copying or otherwise obtaining and using our trade
secrets or our other intellectual property without authorization and legal remedies may not adequately compensate
us for the damages caused by such unauthorized use. Further, others may independently and lawfully develop
substantially similar or identical products that circumvent our intellectual property by means of alternative designs or
processes or otherwise.
2020 Form 10-K | 34
Significant portions of our operations are conducted in foreign jurisdictions, including jurisdictions
presenting a high risk of bribery and corruption, and are subject to the economic, political, legal and
business environments of the countries in which we do business.
Our international operations could be limited or disrupted by any of the following:
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volatility in the international financial markets;
compliance with governmental controls;
difficulties enforcing contractual and intellectual property rights;
parallel trade in our products (importation of our products from EU countries where our products are
sold at lower prices into EU countries where the products are sold at higher prices);
compliance with a wide variety of laws and regulations, such as the U.S. Foreign Corrupt Practices Act
(the FCPA) and similar non-U.S. laws and regulations;
compliance with foreign labor laws;
compliance with local, regional and global restrictions on banking and commercial activities in emerging
markets;
burdens to comply with multiple and potentially conflicting foreign laws and regulations, including those
relating to environmental, health and safety requirements and those in emerging markets;
changes in laws, regulations, government controls or enforcement practices with respect to our
business and the businesses of our customers, including the imposition of limits on our profitability;
political and social instability, including crime, civil disturbance, terrorist activities and armed conflicts;
trade restrictions and restrictions on direct investments by foreign entities, including restrictions
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and the
EU, in relation to our products or the products of farmers and other customers;
government limitations on foreign ownership;
government takeover or nationalization of business;
changes in tax laws and tariffs;
imposition of anti-dumping and countervailing duties or other trade-related sanctions;
costs and difficulties and compliance risks in staffing, managing and monitoring international operations,
including in the use of overseas third-party goods and service providers;
corruption risk inherent in business arrangements and regulatory contacts with foreign government
entities;
longer payment cycles and increased exposure to counterparty risk; and
additional limitations on transferring personal information between countries or other restrictions on the
processing of personal information.
In addition, international transactions may involve increased financial and legal risks due to differing legal systems
and customs. Compliance with these requirements may prohibit the import or export of certain products and
technologies or may require us to obtain a license before importing or exporting certain products or technologies. A
failure to comply with any of these laws, regulations or requirements could result in civil or criminal legal
proceedings, monetary or non-monetary penalties, or both, disruptions to our business, limitations on our ability to
import and export products, and damage to our reputation. In addition, variations in the pricing of our products
between jurisdictions may result in the unauthorized importation or unauthorized re-importation of our products
between jurisdictions and may also result in the imposition of anti-dumping and countervailing duties or other trade-
related sanctions. While the impact of these factors is difficult to predict, any of them could materially adversely
affect our business, financial condition and results of operations.
Further, changes in any of these laws, regulations or requirements, or the political environment in a particular
country, may affect our ability to engage in business transactions in certain markets, including investment,
procurement and repatriation of earnings.
2020 Form 10-K | 35
Significant portions of our operations are conducted in Europe and could be impacted by the withdrawal of
the United Kingdom (U.K.) from the EU, commonly referred to as “Brexit.”
In June 2016, voters in the U.K. approved an advisory referendum to withdraw from the EU, commonly referred to
as Brexit. On March 29, 2017, the U.K. Prime Minister formally notified the European Council of the U.K.'s intention
to withdraw from the EU under Article 50 of the Treaty of Lisbon. Brexit formally occurred on January 31, 2020. A
transition period is in effect from February 1, 2020 until December 31, 2020, during which the U.K. and the EU will
negotiate a trade agreement. During this period, EU rules and regulations will remain in effect for the U.K. The
referendum and notice created political, regulatory and economic uncertainty, particularly in the U.K. and the EU,
and this uncertainty may persist for years if the U.K. and the EU are unable to reach an agreement by the end of the
transition period.
Our business is subject to substantial regulation. If a trade agreement is not reached by the end of the transition
period, we may not be able to market certain products that entered the EU market following marketing authorization
by U.K. authorities in all the nations that are parties to free trade agreements with the EU unless and until we have
obtained all required regulatory approvals in each jurisdiction where we proposed to market those products.
In addition, the uncertainty related to Brexit has caused foreign exchange rate fluctuations in the past, including
the strengthening of the U.S. dollar relative to the Euro and British pound immediately following the announcement
of Brexit. Further developments with respect to Brexit could further impact foreign exchange rates, which could
materially adversely affect our business, financial condition and results of operations.
The end of the transition period with no agreement in place could significantly disrupt the free movement of
goods, services, and people between the U.K. and the EU, and result in increased legal and regulatory
complexities, as well as potential higher costs of conducting business in Europe and declining gross domestic
product in many European markets. The U.K.'s exit from the EU could also result in similar referendums or votes in
other European countries in which we do business.
The uncertainty surrounding the terms of the U.K.'s withdrawal and its consequences could adversely impact
consumer and investor confidence, and could affect sales or regulation of our products. Any of these effects, among
others, could materially adversely affect our business, financial condition and results of operations.
We depend on sophisticated information technology and infrastructure.
We are continuing to enhance a number of our business processes, including our financial reporting and supply
chain processes and with respect to where and from whom we obtain information technology systems. We have
made and will continue to make significant configuration, process and data changes within many of the information
technology systems we use. If our information technology systems and processes are not sufficient to support our
business and financial reporting functions, or if we fail to properly implement our new business processes, our
financial reporting may be delayed or inaccurate and, as a result, our business, financial condition and results of
operations may be materially adversely affected. Even if we are able to successfully configure and change our
systems, all technology systems, even with implementation of security measures, are vulnerable to disability,
failures or unauthorized access. If our information technology systems were to fail or be breached, this could
materially adversely affect our reputation and our ability to perform critical business functions, and sensitive and
confidential data could be compromised.
Breaches of our information technology systems or improper disclosure of confidential company or
personal data, or a failure to comply with privacy laws, regulations and our contractual obligations
concerning data privacy or the security of certain information could have a material adverse effect on our
reputation and operations.
We rely on information technology systems to process, transmit and store electronic information in our day-to-day
operations, including customer, employee and company data. The secure processing, maintenance and
transmission of this information is critical to our operations. In addition, the legal environment surrounding
information security, storage, use, processing, transmission, maintenance, disclosure and privacy is demanding with
the frequent imposition of new and changing regulatory requirements.
2020 Form 10-K | 36
We store, process, and transmit certain information with third parties, including the use of cloud technologies. Our
information systems and those of our third-party vendors are subjected to computer viruses or other malicious
codes, unauthorized access attempts, phishing and other cyber-attacks and are also vulnerable to an increasing
threat of continually evolving cybersecurity risks and external hazards, as well as improper or inadvertent staff
behavior. Any potential cyber breach could result in the unauthorized access, public disclosure, loss or theft of
confidential data, or unauthorized access to, disruption of, or interference with our operations that rely on
information systems. Such breach can also have negative consequences, such as increased costs for security
measures or remediation costs, and diversion of management attention.
In the wake of the COVID-19 global pandemic, we are increasingly dependent on our information technology
systems as our office workers, who are working remotely, rely on third-party applications to perform their job duties
and are processing information through our network via their home networks, which may be less secure. As such,
our ability to effectively manage our business depends on the security, reliability and adequacy of our technology
systems and data and the ability of our employees to follow our cyber security policies and protocols.
Any actual or perceived access, disclosure or other loss of information or any significant breakdown, intrusion,
interruption, cyber-attack or corruption of customer, employee or company data or our failure to comply with federal,
state, local and foreign privacy laws or contractual obligations with customers, vendors, payment processors and
other third parties, could result in legal claims or proceedings, liability under laws or contracts that protect the
privacy of personal information, regulatory penalties, disruption of our operations, and damage to our reputation, all
of which could materially adversely affect our business, revenue and competitive position. While we will continue to
implement additional protective measures to reduce the risk of and detect cyber-incidents, cyber-attacks are
becoming more sophisticated and frequent, and the techniques used in such attacks change rapidly. Our protective
measures may not protect us against attacks and such attacks could have a significant impact on our business and
reputation. In addition, due to a transitional services agreement (TSA) with Lilly, we rely on Lilly for certain privacy,
compliance, and security functions, and personnel, and may experience difficulties maintaining and implementing all
policies and practices following completion of the TSA for these services.
Increased regulation or decreased governmental financial support relating to the raising, processing or
consumption of farm animals could reduce demand for our farm animal products.
Companies in the farm animal sector are subject to extensive and increasingly stringent regulations. See
“Business of Elanco - Regulatory.” If farm animal producers are adversely affected by new regulations or changes to
existing regulations, they may reduce herd or flock sizes or become less profitable and, as a result, they may
reduce their use of our products, which may materially adversely affect our business, financial condition and results
of operations. Also, many farm animal producers benefit from governmental subsidies, and if such subsidies were to
be reduced or eliminated, these companies may become less profitable and, as a result, may reduce their use of
our farm animal products. More stringent regulation of the farm animal sector, including regarding the use of farm
animal products, could have a material adverse effect on our business, financial condition and results of operations.
Our business could be materially adversely affected by labor disputes, strikes or work stoppages.
Some of our employees are members of unions, works councils, trade associations or are otherwise subject to
collective bargaining agreements in certain jurisdictions, including the U.S. As a result, we are subject to the risk of
labor disputes, strikes, work stoppages and other labor-relations matters. We may be unable to negotiate new
collective bargaining agreements on similar or more favorable terms and may experience work stoppages, higher
ongoing labor costs or other labor problems in the future at our sites. We may also experience difficulty or delays in
implementing changes to our workforce in certain markets.
Further, labor-related issues, including at our suppliers or CMOs, could cause a disruption of our operations,
which could have a material adverse effect on our business, financial condition and results of operations, potentially
resulting in cancelled orders by customers, unanticipated inventory accumulation or shortages and reduced revenue
and net income.
2020 Form 10-K | 37
We have underfunded pension plan liabilities. We will require current and future operating cash flow to fund
these shortfalls reducing the cash available for other uses.
We have certain defined benefit pension plans, predominantly in Germany and Switzerland, that our employees
participate in that are either dedicated to our employees or where the plan assets and liabilities that relate to our
employees were legally required to transfer to us at the time of the Separation. The funded status and net periodic
pension cost for these plans is materially affected by the discount rate used to measure pension obligations, the
longevity and actuarial profile of our workforce, the level of plan assets available to fund those obligations and the
actual and expected long-term rate of return on plan assets. Significant changes in investment performance or a
change in the portfolio mix of invested assets can result in corresponding increases and decreases in the valuation
of plan assets or in a change in the expected rate of return on plan assets. As of December 31, 2020, for pension
plans with projected benefit obligations in excess of plan assets, the projected benefit obligation was $545.2 million
with plan assets of $220.2 million. Any changes in the discount rate could result in a significant increase or decrease
in the valuation of pension obligations, affecting the reported funded status of our pension plans as well as the net
periodic pension cost in the following years. Similarly, changes in the expected return on plan assets can result in
significant changes in the net periodic pension cost in the following years. The need to make additional cash
contributions will divert resources from our operations and may have a material adverse effect on our business,
financial condition and results of operations.
Risks Related to the Bayer Animal Health Acquisition
We may be unable to integrate the Bayer Animal Health business successfully and realize the anticipated
benefits of the acquisition.
The successful integration of the Bayer Animal Health business and operations into those of our own and our
ability to realize the expected synergies and benefits of the transaction is subject to a number of risks and
uncertainties, many of which are outside of our control. We will also be required to devote significant management
attention and resources to integrating business practices, cultures and operations of each business. The risks and
uncertainties relating to integrating the two businesses and realizing the anticipated cost synergies include, among
other things:
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•
•
•
•
•
•
•
•
•
the inability to achieve the anticipated revenue, earnings, accretion and other benefits due to the impact of
the COVID-19 global health pandemic;
the challenge of integrating complex organizations, systems, including the enterprise resource planning
system upon which the Bayer Animal Health business is currently operating, operating procedures,
compliance programs, technology, networks and other assets of the Bayer Animal Health business;
the difficulties harmonizing differences in the business cultures of our company and the Bayer Animal
Health business;
the inability to combine successfully our respective businesses in a manner that permits us to achieve the
cost savings, synergies and other anticipated benefits from the acquisition;
the inability to minimize the diversion of management attention from ongoing business concerns during the
process of integrating the Bayer Animal Health business into our businesses;
the inability to resolve potential conflicts that may arise relating to customer, supplier and other important
relationships of our business and the Bayer Animal Health business;
the inability to transfer agreements relating to customers, suppliers and other important relationships of the
Bayer Animal Health business;
difficulties in retaining key management and other key employees;
the challenge of managing the expanded operations of a significantly larger and more complex company
and coordinating geographically separate organizations; and
difficulties in fully exploring intellectual property licensed from Bayer in connection with the acquisition, given
Bayer's rights as licensor of such intellectual property.
We have incurred substantial expenses to consummate and will continue to incur substantial expenses to
integrate the acquisition but may not realize the anticipated cost synergies and other benefits to the extent
2020 Form 10-K | 38
expected, on the timeline expected, or at all. In addition, even if we are able to integrate the Bayer Animal Health
business successfully, the anticipated benefits of the acquisition may not be realized fully, or at all, or may take
longer to realize than expected. Moreover, competition in the animal health industry, including competition that has
negatively impacted results in the pet health parasiticide market, may also cause us not to fully realize the
anticipated benefits of the acquisition. Given the size and significance of the acquisition, we may encounter
difficulties in the integration of the operations of the Bayer Animal Health business and may fail to realize the full
benefits and synergies of the acquisition, which could adversely impact our business, results of operation and
financial condition.
Business continuity of the Bayer Animal Health business may be disrupted if conflicts arise with Bayer
under the TSA and other long-term agreements.
To ensure business continuity after the transfer of the Bayer Animal Health business, we entered into transitional
services agreements and other long-term agreements with Bayer. Bayer’s performance of its obligations under such
long-term agreements is important to our transition of the Bayer Animal Health business. Our inability to resolve
conflicts with Bayer that may arise under those long-term agreements could compromise our ability to successfully
integrate the Bayer Animal Health business. We may also encounter difficulties in securing another vendor to
provide us with those same services, which could adversely affect our business, financial condition or results of
operations.
Risks Related to our Indebtedness
We have substantial indebtedness.
We have a significant amount of indebtedness, which could materially adversely affect our business, financial
condition and results of operations. As of December 31, 2020, in addition to $2.0 billion of senior unsecured notes,
we had $4.2 billion of borrowings under our new term loan B facility. We have an additional $750.0 million of
borrowing capacity under our new revolving credit facility (with incremental capacity available if certain conditions
are met). The term loan B facility and new revolving credit facility (New Credit Facilities) were executed in
connection with the acquisition of Bayer Animal Health. See Note 10: Debt to our consolidated and combined
financial statements for further discussion.
Our high level of debt could have important consequences, including:
• making it more difficult for us to satisfy our obligations with respect to our debt and any failure to comply
with the obligations of any of our debt instruments, including restrictive covenants and borrowing
conditions, could result in an event of default under the agreements governing other indebtedness;
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•
requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest
and the repayment of our indebtedness, thereby reducing funds available to us for other purposes;
limiting our ability to obtain additional financing to fund future working capital, capital expenditures,
business development or other general corporate requirements, including dividends;
increasing our vulnerability to general adverse economic and industry conditions;
• making us more highly leveraged than some of our competitors, which may place us at a competitive
disadvantage;
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•
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•
•
restricting us from making strategic acquisitions, engaging in development activities or exploiting
business opportunities;
causing us to make non-strategic divestitures;
exposing us to the risk of increased interest rates as certain of our borrowings are and may in the future
be at variable rates of interest;
limiting our flexibility in planning for and reacting to changes in the animal health industry;
impacting our effective tax rate; and
increasing our cost of borrowing.
2020 Form 10-K | 39
Despite our substantial indebtedness, we may still be able to incur significantly more debt, which could
intensify the risks associated with our indebtedness.
We and our subsidiaries may be able to incur substantial indebtedness in the future, even following the incurrence
of indebtedness in connection with the acquisition of Bayer Animal Health. Although the terms of the credit
agreement governing the New Credit Facilities contain restrictions on our and our subsidiaries’ ability to incur
additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and
the indebtedness incurred in compliance with these restrictions could be substantial. These restrictions are also do
not prevent us from incurring obligations that do not constitute indebtedness. In addition to our borrowings under the
New Credit Facilities, the covenants under the credit agreement governing the New Credit Facilities are expected
to, and the covenants under any other of our existing or future debt instruments could, allow us to incur a significant
amount of additional indebtedness and, subject to certain limitations, such additional indebtedness could be
secured. The more leveraged we become, the more we, and in turn our security holders, will be exposed to certain
risks described above under “—We have substantial indebtedness.”
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take
other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition
and operating performance, which are subject to prevailing economic and competitive conditions and to certain
financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a
level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our
indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face
substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, or to
dispose of material assets or operations, alter our dividend policy, seek additional debt or equity capital or
restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on
commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet
our scheduled debt service obligations. The instruments that will govern our indebtedness may restrict our ability to
dispose of assets and may restrict the use of proceeds from those dispositions and may also restrict our ability to
raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to
consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations
when due.
In addition, we conduct our operations through our subsidiaries. Accordingly, repayment of our indebtedness will
depend on the generation of cash flow by our subsidiaries, including certain international subsidiaries, and their
ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not have
any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our
subsidiaries may not be able to, or may not be permitted to, make adequate distributions to enable us to make
payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances,
legal, tax and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we
do not receive distributions from our subsidiaries, we may be unable to make required principal and interest
payments on our indebtedness.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on
commercially reasonable terms or at all, may materially adversely affect our business, financial condition and results
of operations and our ability to satisfy our obligations under our indebtedness or pay dividends on our common
stock.
2020 Form 10-K | 40
Our debt agreements contain restrictions that will limit our flexibility in operating our business.
Our New Credit Facilities contain, and any other existing or future indebtedness of ours would likely contain, a
number of covenants that impose significant operating and financial restrictions on us, including restrictions on our
and our subsidiaries’ ability to, among other things:
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•
•
incur additional debt, guarantee indebtedness or issue certain preferred shares;
pay dividends on or make distributions in respect of, or repurchase or redeem, our capital stock or make
other restricted payments;
prepay, redeem or repurchase certain debt;
• make loans or certain investments;
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sell certain assets;
create liens on certain assets;
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
enter into certain transactions with our affiliates;
substantially alter the businesses we conduct;
enter into agreements restricting our subsidiaries’ ability to pay dividends; and
designate our subsidiaries as unrestricted subsidiaries.
In addition, the New Credit Facilities require us to comply with a net total leverage ratio and a minimum fixed
charge coverage ratio under certain circumstances.
As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be
unable to engage in favorable business activities or finance future operations or capital needs.
A failure to comply with the covenants under, the indenture that governs the senior unsecured notes, the New
Credit Facilities, or any of our other existing or future indebtedness could result in an event of default, which, if not
cured or waived, could have a material adverse effect on our business, financial condition and results of operations.
In the event of an event of default under the New Credit Facilities, it is expected that the lenders:
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will not be required to lend any additional amounts to us;
could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be
due and payable and terminate all commitments to extend further credit;
could require us to apply all of our available cash to repay these borrowings; or
could effectively prevent us from making debt service payments on the notes (due to a cash sweep feature).
Such actions by the lenders could cause cross defaults under our other indebtedness, including our senior
unsecured notes. If we were unable to repay those amounts, the lenders under the New Credit Facilities and any of
our other existing or future secured indebtedness could proceed against the collateral granted to them to secure the
New Credit Facilities or such other indebtedness. We have pledged a significant portion of our assets as collateral
under the New Credit Facilities.
Changes in our credit rating could increase our interest expense and restrict our access to, and negatively
impact the terms of, current or future financings or trade credit.
Credit rating agencies continually revise their ratings for the companies that they follow, including us. Credit rating
agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall
view of our industry. We cannot be sure that credit rating agencies will maintain their ratings on us and certain of our
debt. As a result of the acquisition of Bayer Animal Health, our credit ratings were downgraded, resulting in
increased borrowing costs. Because the ratings of certain of our senior unsecured notes have been downgraded,
we are required to pay additional interest under the senior unsecured notes. Any further downgrades could result in
requirements to pay additional interest under the senior unsecured notes. Moreover, any decision to downgrade our
2020 Form 10-K | 41
ratings could restrict our access to, and negatively impact the terms of, current or future financings and trade credit
extended by our suppliers of raw materials or other vendors.
Changes in interest rates may adversely affect our earnings and/or cash flows.
Our New Credit Facilities bear interest at variable interest rates that use the London Inter-Bank Offered Rate
(LIBOR) as a benchmark rate. On July 27, 2017, the United Kingdom’s Financial Conduct Authority (FCA), which
regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR quotations
after 2021 (the FCA Announcement). The FCA Announcement indicates that the continuation of LIBOR on the
current basis cannot and will not be assured after 2021, and LIBOR may cease to exist or otherwise be unsuitable
for use as a benchmark.
On November 30, 2020, ICE Benchmark Administration, the administrator of LIBOR, with the support of the U.S.
Federal Reserve and the FCA, announced plans to extend the date on which most U.S. LIBOR tenors would cease
publication from December 31, 2021 to June 30, 2023. While this announcement extends the transition period, the
future of LIBOR is still uncertain and any changes may adversely affect our interest expense, our ability to refinance
some or all of our existing indebtedness, and the valuation of derivative contracts, which could reduce our earnings
and cash flows.
Recent proposals for LIBOR reforms may result in the establishment of new methods of calculating LIBOR or the
establishment of one or more alternative benchmark rates. Although our New Credit Facilities provide for successor
base rates, the successor base rates may be related to LIBOR, and the consequences of any potential cessation,
modification or other reform of LIBOR cannot be predicted at this time. If LIBOR ceases to exist, we may need to
amend our existing or enter into a new credit facility, and we cannot predict what alternative interest rate(s) will be
negotiated with our counterparties.
Risk Related to Our Relationship with Lilly
We continue to be contractually bound to Lilly for access to certain intellectual property and to maintain
the tax-free treatment to Lilly and its shareholders of the Separation. Some of these obligations restrict our
ability to engage in certain transactions.
As part of the Separation, we entered into the following agreements that continue to affect our business:
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An intellectual property and technology license agreement, pursuant to which Lilly licenses to us certain of
its intellectual property (excluding trademarks) related to the animal health business. Lilly also grants us a
license to use Lilly’s proprietary compound library for two years plus up to three additional one-year periods,
with each such extension to be granted under Lilly’s sole discretion. If we fail to comply with our obligations
under this agreement and Lilly exercises its right to terminate it, our ability to continue to research, develop
and commercialize products incorporating that intellectual property will be limited. In addition, this
agreement includes limitations that affect our ability to develop and commercialize certain products,
including in circumstances where Lilly has an interest in the licensed intellectual property in connection with
its human health development programs. These limitations and termination rights may make it more difficult,
time consuming or expensive for us to develop and commercialize certain new products or may result in our
products being later to market than those of our competitors.
A tax matters agreement to preserve the tax-free treatment to Lilly and its shareholders of the Separation
and certain related transactions that restricts us from taking any action that prevents such transactions from
being tax-free for U.S. federal income tax purposes. These restrictions limit our ability to pursue certain
strategic transactions or engage in other transactions, including using our common stock to make
acquisitions and in connection with equity capital market transactions that might increase the value of our
business. Because of these restrictions, we will have limited ability to issue shares of our common stock
until our tax matters agreement with Lilly expires in March 2021.
2020 Form 10-K | 42
Risks Related to Elanco Common Stock
We do not anticipate paying dividends on our common stock in the foreseeable future.
We do not anticipate paying any dividends in the foreseeable future on our common stock. We intend to retain all
future earnings for the operation and expansion of our business and the repayment of outstanding debt. The New
Credit Facilities contain restrictive covenants that impose significant operating and financial restrictions on us,
including restrictions on our ability to pay dividends and make other restricted payments. As a result, capital
appreciation, if any, of our common stock may be your major source of gain for the foreseeable future. While we
may change this policy at some point in the future, we cannot assure you that we will make such a change.
The distributions we pay on our common stock may not qualify as dividends for U.S. federal income tax
purposes, which could adversely affect the U.S. federal income tax consequences to you of owning our
common stock.
Generally, any distributions that we make to a stockholder with respect to its shares of our common stock will
constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and
profits as determined for U.S. federal income tax purposes. Furthermore, our ability to generate earnings and
profits, as determined for U.S. federal income tax purposes, in any future year is subject to a number of variables
that are uncertain and difficult to predict.
Generally, any distribution not constituting a dividend under the rules described above will be treated as first
reducing the investor's adjusted basis in shares of our common stock and, to the extent that the distribution exceeds
the adjusted basis in shares of our common stock, as gain from the sale or exchange of such shares, and if the
investor is a domestic corporation, it will not be entitled to claim, with respect to such non-dividend distribution, a
“dividends-received” deduction, which generally applies to dividends received from other domestic corporations.
Applicable laws and regulations, provisions of our amended and restated articles of incorporation and our
amended and restated bylaws may discourage takeover attempts and business combinations that
shareholders might consider in their best interests.
Applicable laws, provisions of our amended and restated articles of incorporation and our amended and restated
bylaws may delay, deter, prevent or render more difficult a takeover attempt that our shareholders might consider in
their best interests. For example, they may prevent our shareholders from receiving the benefit from any premium to
the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover
attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if
they are viewed as discouraging takeover attempts in the future.
Our amended and restated articles of incorporation and our amended and restated bylaws contain provisions that
are intended to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a
hostile takeover, which could deter coercive takeover practices and inadequate takeover bids. These provisions
provide for:
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a board of directors divided into three classes with staggered terms;
advance notice requirements regarding how our shareholders may present proposals or nominate directors
for election at shareholder meetings;
the right of our board of directors to issue one or more series of preferred stock with such powers, rights
and preferences as the board of directors shall determine;
only the board of directors to fill newly-created directorships or vacancies on our board of directors;
limitations on the ability of shareholders to call special meetings of shareholders and require that all
shareholder action be taken at a meeting rather than by written consent;
a two-thirds shareholder vote requirement to amend our amended and restated articles of incorporation;
the exclusive right of our board of directors to amend our amended and restated bylaws; and
the requirement that a 66 2/3% vote is necessary to remove directors.
These limitations may adversely affect the prevailing market price and market for our common stock if they are
viewed as limiting the liquidity of our stock or discouraging takeover attempts in the future.
2020 Form 10-K | 43
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The address of our principal executive offices is currently c/o Elanco, 2500 Innovation Way, Greenfield, IN 46140.
Our global manufacturing network is comprised of 20 manufacturing sites, including 8 sites acquired from the
Bayer Animal Health acquisition. The largest manufacturing site in our global manufacturing network is our
manufacturing site located in Clinton, Indiana, which has approximately 0.7 million square feet. In addition, our
global manufacturing network will continue to be supplemented by approximately 130 CMOs. See "Item 1. Business
— Manufacturing and Supply Chain."
We have R&D operations co-located with certain of our manufacturing sites in the U.S. to facilitate the efficient
transfer of production processes from our laboratories to manufacturing sites. In addition, we maintain R&D
operations at non-manufacturing locations in the U.S., Germany, Switzerland, Australia, Brazil, China and India. Our
largest R&D facility is our U.S. R&D site located in Fort Dodge, Iowa, which has approximately 0.3 million square
feet. See "Item 1. Business — Research and Development."
We own or lease various additional properties for other business purposes including office space, warehouses
and logistics centers. We believe that our existing properties, as supplemented by CMOs are adequate for our
current requirements and for our operations in the near future.
ITEM 3. LEGAL PROCEEDINGS
Information pertaining to certain legal proceedings is provided in Note 17: Commitments and Contingencies to our
consolidated and combined financial statements included under Item 8, " Financial Statements and Supplementary
Data," and is incorporated by reference herein.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY
SECURITIES
Market Information
On September 20, 2018, our common stock began trading on the New York Stock Exchange under the symbol
“ELAN.”
On January 30, 2020, our tangible equity units (TEUs) began trading on the New York Stock Exchange under the
symbol “ELAT.”
2020 Form 10-K | 44
Holders
There were 291 holders of record of our common stock as of February 24, 2021. This does not include the
number of stockholders who hold shares of our common stock through banks, brokers or other financial institutions.
Dividend Policy
We do not anticipate paying dividends on our common stock in the foreseeable future; however, we may change
our dividend policy at any time.
Performance Graph
This graph compares the return on Elanco's common stock with that of the S&P 500 Stock Index and the S&P 500
Pharmaceuticals Index from September 20, 2018 (the first day our common stock was traded in conjunction with our
IPO) through December 31, 2020. The graph assumes that, on September 20, 2018, a person invested $100 each
in Elanco common stock, the S&P 500 Index, and the S&P 500 Pharmaceuticals Index. The graph measures total
shareholder return, which takes into account both stock price and dividends. It assumes that dividends paid by a
company are reinvested in that company’s stock.
*$100 invested on 9/20/2018 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Elanco Animal Health Inc.
S&P 500 Index
S&P 500 Pharmaceuticals Index
ITEM 6. (REMOVED AND RESERVED)
Not applicable.
9/20/18
12/31/18
12/31/19
12/31/20
$ 100.00 $ 87.58 $ 81.81 $ 85.19
100.00
100.00
86.97
114.36
135.40
98.62
113.50
122.04
2020 Form 10-K | 45
Comparison of Cumulative Total Return*Elanco Animal Health Inc.S&P 500S&P Pharmaceuticals9/20/1812/1812/1912/20$0$20$40$60$80$100$120$140
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Management’s discussion and analysis of financial condition and results of operations (MD&A), is intended to
assist the reader in understanding and assessing significant changes and trends related to our results of operations
and financial position. This discussion and analysis should be read in conjunction with the consolidated and
combined financial statements and accompanying footnotes in Item 8 of Part II of this Annual Report on Form 10-K.
Certain statements in this Item 7 of Part II of this Annual Report on Form 10-K constitute forward-looking
statements. Various risks and uncertainties, including those discussed in "Forward-Looking Statements" and Item
1A, “Risk Factors,” may cause our actual results, financial position, and cash generated from operations to differ
materially from these forward-looking statements. For results of operations discussions related to years ending
December 31, 2019 and 2018, refer to Item 7 of Part II in our Annual Report on Form 10-K for the year ended
December 31, 2019 filed with the Securities and Exchange Commission on February 28, 2020.
Overview
Founded in 1954 as part of Eli Lilly & Co. (Lilly), Elanco is a premier animal health company that innovates,
develops, manufactures and markets products for pets and farm animals. Headquartered in Greenfield, Indiana, we
are one of the largest animal health companies in the world, with pro forma combined revenue of Elanco and Bayer
Animal Health of approximately $4.4 billion for the year ended December 31, 2020. Excluding Bayer Animal Health,
globally, we are #1 in medicinal feed additives, #2 in poultry, and #3 in other pharmaceuticals, which are mainly pet
health therapeutics, measured by 2019 revenue, according to Vetnosis.
We have one of the broadest portfolios of pet parasiticides in the pet health sector. We offer a diverse portfolio of
approximately 190 brands that make us a trusted partner to veterinarians and farm animal producers in more than
90 countries.
On September 24, 2018, we completed our initial public offering (IPO), pursuant to which we issued and sold
19.8% of our total outstanding shares. On September 20, 2018, our common stock began trading on the New York
Stock Exchange (NYSE) under the symbol “ELAN.” On September 24, 2018, immediately preceding the completion
of the IPO, Lilly transferred to us substantially all of its animal health businesses in exchange for (i) all of the net
proceeds (approximately $1,659.7 million) we received from the sale of our common stock in the IPO, including the
net proceeds we received as a result of the exercise in full of the underwriters’ option to purchase additional shares,
(ii) all of the net proceeds (approximately $2,000 million) we received from the issuance of our senior notes; and (iii)
all of the net proceeds ($498.6 million) we received from the entry into our term loan facility. In addition, immediately
prior to the completion of the IPO, we entered into certain agreements with Lilly that provide a framework for our
ongoing relationship with them.
On February 8, 2019, Lilly announced an exchange offer whereby Lilly shareholders could exchange all or a
portion of Lilly common stock for shares of Elanco common stock owned by Lilly. On that date, we filed a
Registration Statement on Form S-4 with the SEC in connection with that exchange offer. The disposition of Elanco
shares was completed on March 11, 2019, and resulted in the full separation of Elanco along with the disposal of
Lilly's entire ownership and voting interest in Elanco.
On August 1, 2020, we completed the acquisition of Bayer Animal Health. The acquisition expands our pet health
product category, advancing our planned portfolio mix transformation and creating a better balance between our
farm animal and pet health product categories. Our existing product portfolio and pipeline are enhanced by the
addition of Bayer Animal Health, which complements our commercial operations and international infrastructure.
See Note 6: Acquisitions and Divestitures to the consolidated and combined financial statements for additional
information on the acquisition. Subsequent to the acquisition date, our consolidated and combined financial
statements include the assets, liabilities, operating results and cash flows of Bayer Animal Health.
We operate our business in a single segment directed at fulfilling our vision of enriching the lives of people
through food, making protein more accessible and affordable and through pet companionship, helping pets live
longer, healthier lives. During the third quarter of 2020, we renamed our four primary product categories by
replacing "food animal" and "companion animal" with "farm animal" and "pet health," respectively, to better reflect
the terminology used by our customers. We advance our vision by offering products in these four primary
2020 Form 10-K | 46
categories:
Pet Health Disease Prevention (PH Disease Prevention): We have one of the broadest parasiticide
portfolios in the pet health sector based on indications, species and formulations, with products that
protect pets from worms, fleas and ticks. Our Seresto and Advantage, Advantix, Advocate (collectively
referred to as the Advantage Family) products represent treatments for the elimination and prevention,
respectively, of fleas and ticks. Combining our parasiticide portfolio with our vaccines presence, we are
a leader in the U.S. in the disease prevention category based on share of revenue.
Pet Health Therapeutics (PH Therapeutics): We have a broad pain and osteoarthritis portfolio across
species, modes of action, indications and disease stages. Pet owners are increasingly treating
osteoarthritis in their pets, and our Galliprant product is one of the fastest growing osteoarthritis
treatments in the U.S. We also have treatments for otitis (ear infections) with Claro, as well as
treatments for certain cardiovascular and dermatology indications.
Farm Animal Future Protein & Health (FA Future Protein & Health): Our portfolio in this category, which
includes vaccines, nutritional enzymes and animal-only antibiotics, serves the growing demand for
protein and includes innovative products in poultry and aquaculture production, where demand for
animal health products is outpacing overall industry growth. With our Maxiban product, we are a leader
in the control and prevention of intestinal disease in poultry. We are focused on developing functional
nutritional health products that promote farm animal health, including enzymes, probiotics and
prebiotics. We are also a global leader in providing vaccines as alternatives to antibiotics to promote
animal health based on share of revenue.
Farm Animal Ruminants & Swine (FA Ruminants & Swine): We have a range of farm animal products,
including Rumensin and Baytril, used extensively in ruminant (e.g., cattle, sheep and goats) and swine
production.
A summary of our 2020, 2019, and 2018 revenue and net income is as follows:
Revenue
Net income (loss)
Year Ended December 31,
2020
2019
2018
$
3,273.3 $
3,071.0 $
3,066.8
(560.1)
67.9
86.5
Increases or decreases in inventory levels at our channel distributors can positively or negatively impact our
quarterly and annual revenue results, leading to variations in quarterly revenues. This can be a result of various
factors, such as end customer demand, new customer contracts, heightened and generic competition, the need for
certain inventory levels, our ability to renew distribution contracts with expected terms, our ability to implement
commercial strategies, regulatory restrictions, unexpected customer behavior, proactive measures taken by us in
response to shifting market dynamics, payment terms we extend, which are subject to internal policies, and
procedures and environmental factors beyond our control, including weather conditions and the COVID-19 global
pandemic.
Key Trends and Conditions Affecting Our Results of Operations
The animal health industry, which focuses on both farm animals and pets, is a growing industry that benefits
billions of people worldwide.
As demand for animal protein grows, farm animal health is becoming increasingly important. Factors influencing
growth in demand for farm animal medicines and vaccines include:
•
•
•
•
one in three people needing improved nutrition;
increased global demand for protein, particularly poultry and aquaculture;
natural resource constraints, such as scarcity of arable land, fresh water and increased competition for
cultivated land, driving the need for more efficient food production;
loss of productivity due to farm animal disease and death;
2020 Form 10-K | 47
•
•
increased focus on food safety and food security; and
human population growth, increased standards of living, particularly in many emerging markets, and
increased urbanization.
Growth in farm animal nutritional health products (enzymes, probiotics and prebiotics) is influenced, among other
factors, by demand for antibiotic alternatives that can promote animal health and increase productivity.
Factors influencing growth in demand for pet medicines and vaccines include:
•
•
•
increased pet ownership globally;
pets living longer; and
increased pet spending as pets are viewed as members of the family by owners.
Factors Affecting Our Results of Operations
COVID-19 Pandemic
Our business has been impacted by the COVID-19 pandemic that originated in December 2019. We continue to
monitor the global outbreak of COVID-19 and are working with our customers, employees, suppliers and other
stakeholders to mitigate the risks posed by its spread. The COVID-19 pandemic continues to impact the economy in
the United States and globally, and has had an effect on the operations of our company, vendors and suppliers, and
supply of and demand for our products as follows:
Operations
As a result of the COVID-19 pandemic, governmental authorities have implemented and are continuing to
implement numerous and constantly evolving measures to try to contain the virus, such as travel bans and
restrictions, limits on gatherings, quarantines, shelter-in-place orders, site closures and business shutdowns. These
measures have affected the ability of our employees, vendors, and suppliers to perform their respective
responsibilities and obligations relative to the conduct of our business. We have important manufacturing operations
worldwide that have been impacted by the outbreak. Measures requiring business shutdowns generally exclude
certain essential services, and those essential services commonly include critical infrastructure and the businesses
that support that critical infrastructure. Because the animal health industry has been designated an essential
business, our manufacturing and research facilities remain operational, while our employees in other company
functions are primarily working remotely. These measures have impacted and may further impact our workforce and
operations, as well as those of our customers, vendors and suppliers.
Supply
In 2020, we did not experience significant impacts or interruptions to our supply chain as a result of the COVID-19
pandemic. However, as the pandemic continues, we may face supply chain disruptions due to operational difficulties
experienced by our suppliers in light of government-ordered restrictions and shelter-in-place mandates. Although we
regularly monitor the financial health of companies in our supply chain, the financial hardship on our suppliers
caused by the COVID-19 pandemic could cause a disruption in our ability to obtain raw materials or components
required to manufacture our products, adversely affecting our operations. Freight processes have experienced, and
could continue to experience, lead time disruptions and increases in shipping costs, negatively impacting our
profitability.
Demand
The COVID-19 pandemic has adversely impacted global economic conditions. In particular, the COVID-19
pandemic has created near-term uncertainty for our channel distribution partners with respect to end customer
demand and working capital. Based on these factors, in addition to a shift in tactics for demand generation with our
distributors, in the first and second quarters of 2020, we reduced the amount of inventory held in the channel. We
anticipate that decreases in end customer demand could impact our pet health business, primarily in clinically
administered pharmaceutical products such as vaccines, and in international markets, as social distancing
guidelines could decrease veterinary visits again in the future, reducing veterinary practice revenue and increasing
working capital considerations for all parties in the value chain. If this occurs, even if we are able to increase sales
2020 Form 10-K | 48
in our direct to retailer and e-commerce channels, which have been important components of the Bayer Animal
Health distribution model, those increases may not compensate for reduced sales through veterinary practices.
Further, demand in our direct to retailer and e-commerce channels could be negatively impacted if global economic
conditions do not improve or if they deteriorate further.
In our farm animal business, demand has been negatively impacted by processing plant closures, a backlog of
animals ready for processing and pressured producer economics, which has and could continue to impact demand
for a number of our farm animal products. While the impact has been most significant for the U.S. livestock industry,
the pressure has occurred globally and across species. As the pandemic has continued through the beginning of
2021, our business has been affected by lower levels of demand in certain markets due to unfavorable
macroeconomic conditions and reduced food service consumption trends. As a result, the industry has seen
pressured prices and producer profitability across species, most notably in poultry and aqua. We anticipate that
decreases in end consumer demand as compared to prior year will continue to occur, particularly in the farm animal
business, into 2021.
Our third party distributors may face difficulties maintaining operations and normal liquidity in light of government-
mandated restrictions. Due to liquidity and working capital pressure caused by the COVID-19 pandemic, our
distributors are managing inventory more tightly. In response to this along with a shift in tactics for demand
generation with our distributors, we reduced channel inventory levels during the first half of 2020 as we tightened
our approach across all facets of our distributor relationships. We estimate that this decreased our revenue by
approximately $160 million. These actions have allowed us to improve working capital management, implement new
compensation structures with our distributors and enable greater control of overall stock levels. We continue to
monitor the impacts on our customers' liquidity and therefore our ability to collect on our accounts receivable. While
our allowance on these receivables factors in expected credit losses, continued disruption and declines in the global
economy could result in difficulties in our ability to collect, which we have not experienced on a material basis at this
time. If significant issues with collections occur, material increases in our allowance for doubtful accounts may be
required.
Our Acquisition of Bayer Animal Health
We have incurred and expect to continue to incur expenses in connection with our acquisition of Bayer Animal
Health including fees for professional services such as legal, accounting, consulting, and other advisory fees and
expenses. In addition, we have incurred and expect to continue to incur costs related to the build out of processes
and systems to support finance and global supply and logistics and to expand administrative functions, including,
but not limited to, information technology, facilities management, distribution, human resources, and manufacturing,
to replace services previously provided by the former parent company of Bayer Animal Health. We anticipate that
these additional costs will be partially offset by expected synergies.
Product Development and New Product Launches
A key element of our targeted value creation strategy is to drive growth through portfolio development and product
innovation, primarily in our three targeted growth categories of PH Disease Prevention, PH Therapeutics and FA
Future Protein & Health. Since 2015, we have launched or acquired 14 new products, including the additions of
Entyce, Nocita and Tanovea in 2019. Revenue from these products contributed $440.8 million to revenue for the
year ended December 31, 2020. This excludes our most recent acquisition of Bayer Animal Health, which added
approximately 65 products to the Elanco portfolio that contributed post-acquisition revenues of $591.9 million in
2020. The Advantage Family and Seresto contributed approximately $151 million and $84 million, respectively, to
our revenues in 2020. We continue to pursue the development of new chemical and biological molecules through
our approach to innovation. Our future growth and success depends on both our pipeline of new products, including
new products that we may develop through joint ventures and products that we are able to obtain through license or
acquisition, and the expansion of the use of our existing products. We believe we are an industry leader in animal
health R&D, with a track record of product innovation, business development and commercialization.
Impact of Competition
The animal health industry is competitive. Established animal health companies which consistently deliver high
quality products enjoy brand loyalty from their customers, which often continues after the loss of patent-based or
regulatory exclusivity. In animal health, while potentially significant, erosion from generic competition is often not as
2020 Form 10-K | 49
steep as in human health, with the originator often retaining a significant market share. However, generic
competition can nevertheless significantly affect our results. While our largest product, Rumensin (monensin), has
been subject to generic competition from monensin internationally for more than 10 years, our revenue from
international Rumensin sales grew at a CAGR of 1% from 2015 to 2020. In the third quarter of 2019, an established
animal health company received U.S. approval for generic monensin in cattle and goats for certain indications. U.S.
revenue from Rumensin has declined as a result of the generic competition.
Although we believe brand loyalty is an important contributor to a product's ongoing success, our pet health
business can also be impacted by competition. For example, our Advantage Family products, acquired from Bayer
Animal Health, are off-patent in most countries. If our customers increase their use of new or existing generic
product alternatives, Advantage Family revenues could be adversely affected.
Productivity
Our results during the periods presented have benefited from operational and productivity initiatives implemented
following recent acquisitions and in response to changing market demand for antibiotics and other headwinds.
Prior to the acquisition of Bayer Animal Health, our acquisitions within the last six years added in the aggregate
$1.4 billion in revenue, 4,600 full-time employees, 12 manufacturing and eight R&D sites. The acquisition of Bayer
Animal Health on August 1, 2020 added 3,900 full-time employees, eight manufacturing sites, and four R&D sites.
In addition, from 2015 to 2020, changing market demand for antibiotics and other headwinds, such as competition
with generics and innovation, affected some of our highest gross margin products, resulting in a change to our
product mix and driving operating margin lower. In response, we implemented a number of initiatives across the
manufacturing, R&D and selling, general and administrative (SG&A) functions. Our manufacturing cost savings
strategies included improving manufacturing processes and headcount through lean manufacturing (minimizing
waste while maintaining productivity), closing three manufacturing sites, consolidating our CMO network,
strategically insourcing certain projects, and pursuing cost savings opportunities with respect to raw materials via a
new procurement process. Additional cost savings resulted from reducing the number of R&D sites from 16 to nine,
SG&A savings from sales force consolidation, and reducing discretionary and other general and administrative
(G&A) operating expense.
Foreign Exchange Rates
Significant portions of our revenue and costs are exposed to changes in foreign exchange rates. Our products are
sold in more than 90 countries and, as a result, our revenue is influenced by changes in foreign exchange rates. For
the years ended December 31, 2020 and 2019, approximately 49% and 44%, respectively, of our revenue was
denominated in foreign currencies. As we operate in multiple foreign currencies, including the Euro, British pound,
Swiss franc, Brazilian real, Australian dollar, Japanese yen, Canadian dollar, Chinese yuan, and other currencies,
changes in those currencies relative to the U.S. dollar impact our revenue, cost of sales and expenses, and
consequently, net income. These fluctuations may also affect the ability to buy and sell our products between
markets impacted by significant exchange rate variances. Currency movements decreased revenue by 1% and 2%
during the years ended December 31, 2020 and 2019, respectively. Currency movements had limited impact on
revenue during the year ended December 31, 2018.
Components of Revenue and Costs and Expenses
Revenue
Our revenue is primarily derived from sales of our products to third-party distributors, and directly to food
producers, veterinarians, and retailers. For additional information regarding our products, including descriptions of
our products, see "Item 1. Business — Products."
We aggregate our products into five categories to understand revenue growth:
•
•
PH Disease Prevention includes parasiticides and vaccine products for dogs and cats;
PH Therapeutics includes products for the treatment of pain, osteoarthritis, otitis, cardiovascular and
dermatology indications in dogs and cats;
2020 Form 10-K | 50
•
•
•
FA Future Protein & Health includes vaccines, antibiotics, parasiticides and other products used in poultry
and aquaculture production, as well as functional nutritional health products, including enzymes, probiotics
and prebiotics;
FA Ruminants & Swine includes vaccines, antibiotics, implants, parasiticides, and other products used in
ruminants and swine production, as well as certain other farm animal products; and
Contract Manufacturing represents revenue from arrangements in which we act as a contract manufacturer,
including supply agreements associated with divestitures of products related to the acquisition of Bayer
Animal Health. This category was previously called Strategic Exits.
Costs, Expenses and Other
Cost of sales consists primarily of cost of materials, facilities and other infrastructure used to manufacture our
products, shipping and handling, inventory losses and expired products.
Marketing, selling and administrative expenses consist of, among other things, the costs of marketing, promotion
and advertising and the costs of administration (business technology, facilities, legal, finance, human resources,
business development, external affairs and procurement).
Amortization of intangible assets consists of the amortization expense for intangible assets that have been
acquired through business combinations.
R&D expenses consist of project costs specific to new product R&D and product lifecycle management, overhead
costs associated with R&D operations, regulatory, product registrations and investments that support local market
clinical trials for approved indications. We manage overall R&D based on our strategic opportunities and do not
disaggregate our R&D expenses incurred by nature or by product as we do not use or maintain such information in
managing our business.
Asset impairment, restructuring and other special charges consist primarily of impairment of long-term assets,
restructuring charges, costs associated with acquiring and integrating businesses, and certain non-recurring
expenses, including costs related to the build out of processes and systems to support finance and global supply
and logistics, among others, to stand our organization up as an independent company.
Interest expense, net of capitalized interest consists of interest incurred on our long-term debt.
Other expense (income), net consists primarily of various items including net (gains)/losses on asset disposals,
unrealized foreign exchange translation (gains)/losses, (gains)/losses on equity investments and loss or impairment
on other investments.
Comparability of Historical Results
Our historical results of operations for the periods presented may not be comparable with prior periods or with our
results of operations in the future, due to many factors, included but not limited to the factors identified in "Key
Trends and Conditions Affecting Our Results of Operations."
Our Relationship with Lilly and Additional Standalone Costs
We are currently investing in expanding our own administrative functions, including, but not limited to, information
technology, facilities management, distribution, human resources, and manufacturing, to replace services previously
provided by Lilly. Because of initial stand up costs and overlaps with services previously provided by Lilly, we have
incurred and expect to continue to incur certain temporary, duplicative expenses in connection with the Separation.
We have also incurred and expect to continue to incur costs related to the build out of processes and systems to
support finance and global supply and logistics, among others. We currently estimate these costs taken together to
be in a range from $280 million to $320 million, net of completed and potential real estate dispositions and
employee benefit changes, of which a portion will be capitalized and the remainder will be expensed.
As a result of the IPO, we became subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, and the Sarbanes-Oxley Act of 2002. We continue to establish and expand additional procedures and
2020 Form 10-K | 51
practices as a standalone public company. As a result, we continue to incur additional costs as a standalone public
company compared to the prior period, including internal audit, external audit, investor relations, stock
administration, stock exchange fees and regulatory compliance costs.
Other Recent Acquisitions
Our financial results have been impacted by other recent acquisitions and integrations. For the periods presented,
these include primarily the acquisitions and integrations of Aratana Therapeutics, Inc., which closed on July 18,
2019, and Prevtec Microbia Inc., which closed on July 31, 2019. For more information, see Note 6: Acquisitions and
Divestitures to our consolidated and combined financial statements.
Asset Impairment, Restructuring and Other Special Charges
During the years ended December 31, 2020, 2019 and 2018 including in connection with the productivity
initiatives described above under "Key Trends and Conditions Affecting Our Results of Operations - Productivity," we
incurred charges related to asset impairment, restructuring and other special charges, including integration of
acquired businesses. These charges include severance costs resulting from actions taken to reduce our costs,
asset impairment charges primarily related to competitive pressures for certain pet health products, product
rationalizations, site closures and integration costs related to acquired businesses, primarily Bayer Animal Health,
and costs related to the build out of processes and systems to support finance and global supply and logistics,
among others, as we stand our organization up as an independent company.
For more information on these charges, see Note 7: Asset Impairment, Restructuring and Other Special Charges
to our consolidated and combined financial statements.
Results of Operations
The following discussion and analysis of our consolidated and combined statements of operations should be read
along with our consolidated and combined financial statements and the notes thereto included elsewhere in this
report. For more information, see Note 2: Basis of Presentation to our consolidated and combined financial
statements.
(Dollars in millions)
Revenue
Costs, expenses and other:
Cost of sales
% of revenue
Research and development
% of revenue
Marketing, selling and administrative
% of revenue
Amortization of intangible assets
% of revenue
Asset impairment, restructuring and other
special charges
Interest expense, net of capitalized interest
Other expense (income), net
Income (loss) before taxes
% of revenue
Income tax expense (benefit)
Net income (loss)
Year Ended December 31,
% Change
2020
2019
2018
$ 3,273.3 $ 3,071.0 $ 3,066.8
20/19
7%
19/18
—%
1,666.6
1,470.3
1,573.8
13%
(7)%
51 %
327.0
10 %
996.6
30 %
359.9
11 %
623.7
149.8
(178.3)
(672.0)
(21) %
(111.9)
48 %
270.1
9 %
760.2
25 %
200.4
7 %
185.5
78.9
27.4
78.2
3 %
10.3
$
(560.1) $
67.9 $
51 %
246.6
8 %
735.2
24 %
197.4
6 %
128.8
29.6
41.3
114.1
4 %
27.6
86.5
21%
10%
31%
80%
236%
90%
NM
NM
NM
NM
NM
3%
2%
44%
167%
NM
NM
NM
(63)%
NM
Certain amounts and percentages may reflect rounding adjustments.
NM - Not meaningful
2020 Form 10-K | 52
Disaggregated Revenue
On a global basis, our revenue within our product categories was as follows:
(Dollars in millions)
PH Disease Prevention
PH Therapeutics
FA Future Protein & Health
FA Ruminants & Swine
Subtotal
Contract Manufacturing (1)
Total
Year Ended December 31,
% Change
2020
2019
2018
$
992.7 $
787.9 $
365.8
734.1
1,100.5
3,193.1
80.2
348.0
745.1
1,110.3
2,991.3
79.7
804.6
283.1
711.2
1,174.0
2,972.9
93.9
$ 3,273.3 $ 3,071.0 $ 3,066.8
20/19
26%
5%
(1)%
(1)%
7%
1%
7%
19/18
(2)%
23%
5%
(5)%
1%
(15)%
0%
(1) Represents revenue from arrangements in which we act as a contract manufacturer, including supply agreements associated with
divestitures of products related to the acquisition of Bayer Animal Health. This category was previously called Strategic Exits.
On a global basis, the effect of price, foreign exchange rates and volumes on changes in revenue as compared to
the prior year was as follows:
Full year 2020
(Dollars in millions)
PH Disease Prevention
PH Therapeutics
FA Future Protein & Health
FA Ruminants & Swine
Core Revenue
Contract Manufacturing
Total
Full year 2019
(Dollars in millions)
PH Disease Prevention
PH Therapeutics
FA Future Protein & Health
FA Ruminants & Swine
Core Revenue
Contract Manufacturing
Total
Note: Numbers may not add due to rounding
*CER = Constant exchange rate
Revenue
Revenue
Price
FX Rate
Legacy
Elanco
Volume
Bayer
Animal
Health
Volume
$ 992.7
365.8
734.1
1,100.5
3,193.1
80.2
$ 3,273.3
6%
2%
3%
1%
3%
1%
3%
—% (18)% 38%
(8)% 11%
—%
(2)% (8)%
6%
Total
26%
5%
(1)%
CER*
26%
5%
1%
(1)% (17)% 16% (1)% —%
(1)% (14)% 19%
(2)% (32)% 34%
(1)% (15)% 20%
7%
1%
7%
8%
3%
8%
Revenue
Price
FX Rate
Volume
$ 787.9
348.0
745.1
1,110.3
2,991.3
1%
5%
4%
1%
2%
79.7 —%
$ 3,071.0
2%
(1)%
(2)%
(3)%
(2)%
(2)%
—%
(2)%
(2)%
20%
4%
(5)%
1%
Total
(2)%
23%
5%
(5)%
1%
CER*
(1)%
25%
8%
(4)%
3%
(15)%
(15)%
(15)%
—%
—%
2%
PH Disease Prevention revenue increased by $204.8 million or 26%, primarily driven by the addition of Bayer
Animal Health product revenue of $300.0 million, including Seresto and the Advantage Family, and price increases
across the legacy Elanco portfolio. The volume decrease in the legacy Elanco business was the result of actions
taken across brands to reduce channel inventory levels, a decrease in demand for older generation parasiticides as
a result of competitor innovation, decreased demand in veterinary products as a result of the COVID-19 pandemic,
an unfavorable comparison to the prior period which included an initial stocking for a new customer agreement in
the third quarter of 2019 and the impact from products divested in the third quarter of 2020 as part of antitrust
2020 Form 10-K | 53
considerations for the Bayer Animal Health acquisition, partially offset by increases in sales through alternative
channels outside vet clinics and increased demand for Credelio and vaccines.
PH Therapeutics revenue increased by $17.8 million or 5%, driven by an increase in revenue from Bayer Animal
Health products totaling $38.9 million as a result of the acquisition, price increases across the legacy Elanco
portfolio and the inclusion of sales for Entyce and Nocita from the acquisition of Aratana beginning in the third
quarter of 2019. The volume decrease in the legacy Elanco business was a result of actions taken across brands to
reduce channel inventory levels, an unfavorable comparison to the prior period which included an initial stocking for
a new customer agreement in the third quarter of 2019, and the impact from products divested in the third quarter of
2020 as part of antitrust considerations for the Bayer Animal Health acquisition, partially offset by volume growth in
the pain portfolio, including Galliprant.
FA Future Protein & Health revenue decreased by $11.0 million or 1%, driven by decreased volume in the legacy
Elanco portfolio and an unfavorable impact from foreign exchange rates, partially offset by the addition of Bayer
Animal Health product revenue of $43.4 million and price increases across the legacy Elanco portfolio. The
decrease in legacy Elanco volume was driven by lower levels of demand in certain markets due to the negative
impact of the COVID-19 pandemic on poultry and aqua consumption, production, and profitability, as well as an
unfavorable comparison to the prior period as a result of the sale of the remaining inventory of a product that was
phased out in China.
FA Ruminants & Swine revenue decreased by $9.8 million or 1%, driven by decreased volume in the legacy
Elanco portfolio and an unfavorable impact from foreign exchange rates, partially offset by the addition of Bayer
Animal Health product revenue of $182.7 million and to a lesser extent an increase in price across the legacy
Elanco portfolio. The legacy Elanco volume decrease was driven by reduced demand as a result of the impact of
the COVID-19 pandemic on global protein markets, primarily Optaflexx, and actions taken across brands to reduce
channel inventory levels, primarily Rumensin. Volume was impacted by generic competition for Rumensin, trade
pressure affecting Paylean, and an unfavorable comparison to the prior period as a result of lower sales from the
commercial agreement for Posilac. Additionally, higher demand in China's swine market with favorable producer
economics and positive efforts to repopulate herds impacted by African Swine Fever in 2019 was a partial offset to
other revenue declines.
Contract Manufacturing revenue increased by $0.5 million to $80.2 million and represented 2% of total revenue.
Contract Manufacturing revenue for the period includes $26.9 million resulting from the acquisition of Bayer Animal
Health.
Cost of sales
Cost of sales increased $196.3 million in 2020 as compared to 2019 due primarily to increased revenues and the
amortization of the fair value adjustment to inventory of $90.1 million due to the acquisition of Bayer Animal Health,
partially offset by manufacturing productivity improvements. Cost of sales as a percent of revenues increased to
50.9% from 47.9%, primarily due to the amortization of the fair value adjustment to inventory due to the acquisition
of Bayer Animal Health, along with unfavorable product and geographic mix and unfavorable leverage of fixed
manufacturing costs across a lower revenue base from the legacy Elanco portfolio, partially offset by continued
improvements in manufacturing productivity and increases in price. Excluding the amortization of the inventory fair
value adjustment, cost of sales would have been approximately 48.2% of revenue.
Research and development
R&D expenses increased $56.9 million to $327.0 million for 2020 as compared to 2019 primarily due to the
acquisition of Bayer Animal Health and investments in our pipeline, partially offset by strong expense management
and adjustments to variable pay.
Marketing, selling and administrative
Marketing, selling and administrative expenses were $996.6 million in 2020, an increase of $236.4 million
compared to 2019, primarily due to the acquisition of Bayer Animal Health, re-investment in our Credelio and
Galliprant commercialization efforts in China and additional costs from acquired businesses in 2019, including
Aratana and Prevtec, partially offset by disciplined cost management across the business as we have moved
primarily to virtual operations due to the COVID-19 pandemic and adjustments to variable pay.
2020 Form 10-K | 54
Amortization of intangible assets
Amortization of intangible assets increased $159.5 million to $359.9 million for 2020 as compared to 2019,
primarily due to the addition of amortization of intangible assets recorded from the acquisition of Bayer Animal
Health during 2020.
Asset impairment, restructuring and other special charges
For additional information regarding our asset impairment, restructuring and other special charges, see Note 7:
Asset Impairment, Restructuring and Other Special Charges to our consolidated and combined financial statements.
Asset impairment, restructuring and other special charges increased $438.2 million to $623.7 million in 2020 as
compared to 2019, primarily due to severance associated with the restructuring program announced during the third
quarter of 2020 as well as higher transaction costs directly related to business acquisitions, including the acquisition
of Bayer Animal Health, higher integration costs of acquisitions, and costs associated with the implementation of
new systems, programs, and processes due to the Separation from Lilly and in connection with the acquisition of
Bayer Animal Health, as more fully described in Note 7.
Interest expense, net of capitalized interest
Interest expense increased $70.9 million to $149.8 million for the year ended December 31, 2020, primarily due to
incremental interest as well as debt issuance costs associated with the term loan B used to finance the Bayer
Animal Health acquisition, partially offset by a decrease related to the repayment of indebtedness outstanding under
our existing term loan facility during the first quarter of 2020.
Other expense (income), net
Other expense (income), net was $178.3 million in income for 2020 compared to an expense of $27.4 million in
2019. Other income recorded in 2020 is composed of $156.7 million of gains recorded on the divestitures of certain
products (see Note 6: Acquisitions and Divestitures for further discussion), the $45.6 million gain on the sale of land
and buildings in New South Wales, Australia (see Note 14: Leases for further discussion), $11.0 million of increases
in the fair value of equity investments, and $3.9 million of decreases in the fair value of the Prevtec contingent
consideration (see Note 11: Financial Instruments and Fair Value for further discussion). We also recorded
$36.3 million of expense related to financing commitment and advisory fees associated with the execution of the
Bayer Animal Health acquisition.
Income tax expense
Our historical income tax expense may not be indicative of our future expected tax rate. See “Comparability of
Historical Results” for further discussion.
Income tax expense was a benefit of $111.9 million, which was a decrease of $122.2 million in 2020 as compared
to 2019. This is primarily due to a pre-tax loss, partially offset by a non-cash charge of $74.9 million relating to the
establishment of valuation allowances on U.S. deferred tax assets. See Note 16: Income Taxes to our consolidated
and combined financial statements.
Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand, cash flows from operations and funds available under our
Credit Facilities. As a significant portion of our business is conducted internationally, we hold a significant portion of
cash outside of the U.S. We monitor and adjust the amount of foreign cash based on projected cash flow
requirements. Our ability to use foreign cash to fund cash flow requirements in the U.S. may be impacted by local
regulations and, to a lesser extent, following U.S. tax reforms, the income taxes associated with transferring cash to
the U.S. See Note 16: Income Taxes to our consolidated and combined financial statements. We currently intend to
indefinitely reinvest foreign earnings for continued use in our foreign operations. As our structure evolves as a
standalone company, we may change that strategy, particularly to the extent we identify tax efficient reinvestment
alternatives for our foreign earnings or change our cash management strategy.
2020 Form 10-K | 55
We believe our primary sources of liquidity are sufficient to fund our short-term and long-term existing and
planned capital requirements, which include working capital obligations, funding existing marketed and pipeline
products, capital expenditures, business development in our targeted areas, short-term and long-term debt
obligations which include principal and interest payments as well as interest rate swaps, operating lease payments,
purchase obligations, and costs associated with the integration of the animal health business of Bayer. In addition,
we have the ability to access capital markets to obtain debt refinancing for longer-term funding, if required, to
service our long-term debt obligations. Further, we believe we have sufficient cash flow and liquidity to remain in
compliance with our debt covenants.
Our ability to meet future funding requirements may be impacted by macroeconomic, business and financial
volatility. As markets change, we will continue to monitor our liquidity position. However, a challenging economic
environment or an economic downturn may impact our liquidity or ability to obtain future financing. See "Item 1A.
Risk Factors - We may not be able to generate sufficient cash to service all of our indebtedness and may be forced
to take other actions to satisfy our obligations under our indebtedness, which may not be successful."
As of December 31, 2020, cash and cash equivalents was $494.7 million, an increase of $160.7 million compared
to $334.0 million at December 31, 2019. We also held $10.7 million of restricted cash at December 31, 2020, which
is available solely to pay the remainder of the purchase for our businesses to Lilly. We have a corresponding liability
recorded on our consolidated balance sheet and included in Payable to Lilly. Refer to the Consolidated and
Combined Statements of Cash Flows for additional details on the significant sources and uses of cash for the years
ended December 31, 2020, 2019 and 2018.
Cash Flows
The following table provides a summary of cash flows from operating, investing and financing activities for the
periods presented:
(Dollars in millions)
Net cash provided by (used for):
Operating activities
Investing activities
Financing activities
Effect of exchange-rate changes on cash and
cash equivalents
Net (decrease) increase in cash, cash
equivalents and restricted cash
Operating activities
Year Ended December 31,
$ Change
2020
2019
2018
20/19
19/18
$
(41.0) $
224.1 $
487.3 $
(265.1) $
(263.2)
(4,779.2)
(234.8)
(127.0)
(4,544.4)
4,953.9
(304.8)
(35.2)
5,258.7
(107.8)
(269.6)
26.6
(16.9)
29.0
43.5
(45.9)
$
160.3 $
(332.4) $
354.1 $
492.7 $
(686.5)
Our cash flow from operating activities decreased by $265.1 million from cash provided by operating activities of
$224.1 million for the year ended December 31, 2019 to cash used for operating activities of $41.0 million for the
year ended December 31, 2020. The decrease in operating cash flows was primarily attributable to a decrease in
net income from year to year. Cash flows from operating activities during the year ended December 31, 2020 also
decreased due to increases in accounts receivable, inventories and other assets, the impact of which was partially
offset by increases in accounts payable and other current liabilities. The COVID-19 global health pandemic and
related economic downturn led to an increase in customer accounts receivable that were past due at the end of the
first quarter of 2020; however, customer collections improved throughout the remainder of the year and payment
terms decreased. In the past, we have extended our payment terms for distributors on occasion. Although we
presently have no plans to do so in the future, it is possible that we will need to extend payment terms in certain
situations as a result of the COVID-19 global health pandemic, competitive pressures and the need for certain
inventory levels at our channel distributors to avoid supply disruptions. If so, such extensions of customer payment
terms could result in additional uses of our cash flow.
Investing activities
Our cash flow used for investing activities increased $4,544.4 million, to $4,779.2 million for the year ended
December 31, 2020 compared to $234.8 million for the year ended December 31, 2019. The change was primarily
2020 Form 10-K | 56
driven by acquisition payments resulting from $5,170.1 million of cash consideration paid to acquire Bayer Animal
Health, partially offset by cash acquired of $168.8 million, as well as a $119.3 million increase in purchases of
software as compared to prior year. The impact of these items was partially offset by proceeds of $434.7 million and
$32.7 million from product divestitures required to close the acquisition of Bayer Animal Health and the net
investment hedge settlement, respectively.
Financing activities
Our cash provided by financing activities was $4,953.9 million in 2020 as compared to cash used for financing
activities of $304.8 million in 2019. Cash provided by financing activities in 2020 consists of proceeds from our
borrowings under the term loan B and issuances of common stock and tangible equity units to finance the
acquisition of Bayer Animal Health, partially offset by the retirement of our term loan A credit facility and pre-
payments on our new term loan B credit facility. Cash used for financing activities during 2019 reflected $121.1
million of payments on our term credit facility as well as $191.6 million of payments to Lilly in connection with local
country asset purchases and other financing activities related to the Separation.
Capital Expenditures and Software Purchases
Capital expenditures were $134.6 million during 2020, a decrease of $5.8 million compared to 2019. Purchases of
software were $176.3 million during 2020, an increase of $119.3 million compared to 2019. We expect 2021 capital
expenditures and software purchases to be approximately $170 million to $200 million.
Description of Indebtedness
For a complete description of our debt and available credit facilities as of December 31, 2020, see Note 10: Debt
to our consolidated and combined financial statements.
Off Balance-Sheet Arrangements
Other than the commitments and contingencies disclosed in Note 16: Commitments and Contingencies, we had
no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on
our financial condition, results of operations, or liquidity.
Contractual Obligations
Our contractual obligations and commitments as of December 31, 2020 are primarily comprised of long-term debt
obligations, including interest payments, and purchase obligations.
Our long-term debt obligations are comprised of our expected principal and interest obligations and our interest
rate swaps. Payments due under our long-term debt obligations based on scheduled maturity dates are as follows:
(Dollars in millions)
Total
Less than
1 year
1 - 3 Years
4 - 5 Years
More Than
5 Years
Years
Long-term debt obligations, including interest payments
$ 7,413.6 $ 758.6 $ 1,211.5 $ 1,163.1 $ 4,280.4
We used current period assumptions for interest rates to compute expected interest payments on variable rate
debt instruments and swaps.
Purchase obligations consist of open purchase orders as of December 31, 2020 and contractual payment
obligations with significant vendors which are noncancelable and are not contingent. These obligations are primarily
short-term in nature.
Critical Accounting Policies
The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Certain of our accounting
2020 Form 10-K | 57
policies are considered critical because these policies are the most important to the depiction of our financial
statements and require significant, difficult or complex judgments by us, often requiring the use of estimates about
the effects of matters that are inherently uncertain. Actual results that differ from our estimates could have an
unfavorable effect on our financial position and results of operations. We apply estimation methodologies
consistently from year to year. The following is a summary of accounting policies that we consider critical to the
consolidated and combined financial statements.
Revenue Recognition
Our gross product revenue is subject to deductions that are generally estimated and recorded in the same period
that the revenue is recognized and that primarily represent revenue incentives (rebates and discounts) and sales
returns. For example:
•
•
for revenue incentives, we use our historical experience with similar incentives programs and current sales
data and estimates of inventory levels at our channel distributors to evaluate the impact of such programs
on revenue and continually monitor the impact of this experience and adjust as necessary; and
for sales returns, we consider items such as: local returns policies and practices; returns as a percentage of
revenue; an understanding of the reasons for past returns; estimated shelf life by product; and estimate of
the amount of time between shipment and return to estimate the impact of sales returns.
If any of our ratios, factors, assessments, experiences or judgments are not indicative or accurate predictors of
our future experience, our results could be materially affected.
Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions,
historically our adjustments to actual results have not been material. The sensitivity of our estimates can vary by
program, type of customer and geographic location. Amounts recorded for revenue deductions can result from a
complex series of judgments about future events and uncertainties and can rely on estimates and assumptions.
See Note 4: Summary of Significant Accounting Policies to our consolidated and combined financial statements
for further discussion regarding our revenue recognition policy.
Acquisitions and Fair Value
We account for the assets acquired and liabilities assumed in an acquisition based on their respective fair values
as of the acquisition date. The excess of the purchase price over the fair value of the acquired net assets, where
applicable, is recorded as goodwill.
The judgments made in determining estimated fair values assigned to assets acquired and liabilities assumed in a
business combination, as well as estimated asset lives, can materially affect our consolidated and combined results
of operations. The fair values of intangible assets are determined using information available at the acquisition date
based on expectations and assumptions that are deemed reasonable by management. These fair value estimates
require significant judgment with respect to future volume and prices, use of working capital, the selection of
appropriate discount rates, product mix, income tax rates and other assumptions and estimates. Such estimates
and assumptions are determined based upon our business plans and when applicable, market participants' views of
us and other similar companies. Depending on the facts and circumstances, we may deem it necessary to engage
an independent valuation expert to assist in valuing significant assets and liabilities.
We determine fair value of any contingent consideration liability that results from a business combination by
utilizing a market approach (i.e., based on quoted market values, significant other observable inputs for identical or
comparable assets or liabilities) a discounted cash flow analysis, or a Monte Carlo simulation (i.e., based on
multiple potential financial outcomes using estimated variables such as expected revenues, growth rates, and a
discount rate). Estimating the fair value of contingent consideration requires the use of significant estimates and
judgments, including, but not limited to, revenue and the discount rate and will be remeasured every reporting
period.
Impairment of Indefinite-Lived and Long-Lived Assets
We review the carrying value of long-lived assets (both intangible and tangible) for potential impairment on a
periodic basis and whenever events or changes in circumstances indicate the carrying value of an asset (or asset
2020 Form 10-K | 58
group) may not be recoverable. We identify impairment by comparing the projected undiscounted cash flows to be
generated by the asset (or asset group) to its carrying value. If an impairment is identified, a loss is recorded equal
to the excess of the asset's net book value over its fair value utilizing a discounted cash flow analysis, and the cost
basis is adjusted.
Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually and when certain
impairment indicators are present. When required, a comparison of fair value to the carrying amount of assets is
performed to determine the amount of any impairment.
The estimated cash flows and fair values used in our impairment reviews require significant judgment with respect
to future volume; use of working capital; foreign currency exchange rates; the selection of appropriate discount
rates; product mix; income tax rates and other assumptions and estimates. Such estimates and assumptions are
determined based upon our business plans and when applicable, market participants' views of us and other similar
companies. We make these judgments based on our historical experience, relevant market size, historical pricing of
similar products and expected industry trends. These assumptions are subject to change in future periods because
of, among other things, additional information, financial information based on further historical experience, changes
in competition, our investment decisions, volatility in foreign currency exchange rates, and results of research and
development. A change in these assumptions or the use of alternative estimates and assumptions could have a
significant impact on the estimated fair values of the assets, and may result in an impairment of the existing assets
in a future period.
During the years ended December 31, 2020, 2019 and 2018, we recorded asset impairments of $17.5 million,
$15.4 million and $81.9 million, respectively, primarily due to product rationalization or changes in business strategy.
For more information related to our impairment charges, see Note 7: Asset Impairment, Restructuring and Other
Special Charges to our consolidated and combined financial statements.
Deferred Tax Asset Valuation Allowances
We maintain valuation allowances unless it is more likely than not that all or a portion of the deferred tax asset will
be realized. Changes in valuation allowances are included in our tax provision in the period of change. In
determining whether a valuation allowance is warranted, we evaluate factors such as prior earnings history,
expected future earnings, carryback and carryforward periods, amount and availability of taxable temporary
differences, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.
The realizability assessments made at a given balance sheet date are subject to change in the future, particularly if
earnings of a subsidiary are significantly higher or lower than expected, or if we take operational or tax planning
actions that could impact the future taxable earnings of a subsidiary. A change in these assumptions may result in
an increase or decrease in the realizability of our existing deferred tax assets, and therefore a change in the
valuation allowance, in future periods. Concluding that a valuation allowance is not required is difficult when there is
significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. We
prepare a rolling three-year cumulative pre-tax book income or loss analysis adjusted for certain permanent book to
tax differences as a measure of our cumulative results in recent years. In the U.S. and certain foreign jurisdictions,
our analysis indicates that we have cumulative three-year historical losses on this basis. This is considered
significant negative evidence which is objective and verifiable and therefore, difficult to overcome. However, the
three-year cumulative loss position is not solely determinative and accordingly, we consider all other available
positive and negative evidence in our analysis. In making such judgments, significant weight is given to evidence
that can be objectively verified.
As of December 31, 2020 and 2019, we had valuation allowances of $94.4 million and $32.7 million, respectively.
In recent years we have incurred pre-tax losses in the U.S. primarily as a result of transaction, restructuring,
integration and other costs as well the negative impacts of the COVID-19 pandemic. As a result, we have concluded
that it is “more likely than not” that we will not be able to utilize a portion of the U.S. deferred tax assets and have
established a valuation allowance of $74.9 million against these deferred tax assets. Under current tax laws, the
valuation allowance will not limit our ability to utilize U.S. deferred tax assets provided we can generate sufficient
future taxable income in the U.S. We anticipate that we will continue to record a valuation allowance against the
losses until such time as we are able to determine it is “more-likely-than-not” the deferred tax asset will be realized.
2020 Form 10-K | 59
Quantitative and Qualitative Disclosures About Market Risk
Foreign Exchange Risk
We operate on a global basis and are exposed to the risk that our earnings, cash flows and equity could be
adversely impacted by fluctuations in foreign exchange rates. We are primarily exposed to foreign exchange risk
with respect to net assets denominated in the Euro, British pound, Swiss franc, Brazilian real, Australian dollar,
Japanese yen, Canadian dollar, and Chinese yuan.
We face foreign currency exchange exposures when we enter into transactions arising from subsidiary trade and
loan payables and receivables denominated in foreign currencies and purchases of local subsidiaries due to local
regulations as a result of the acquisition of Bayer Animal Health. We also face currency exposure that arises from
translating the results of our global operations to the U.S. dollar at exchange rates that have fluctuated from the
beginning of the period. We may enter into foreign currency forward or option derivative contracts to reduce the
effect of fluctuating currency exchange rates in future periods.
We estimate that a hypothetical 10% adverse movement in all foreign currency exchange rates related to the
translation of the results of our foreign operations would decrease our net income by approximately $15.9 million for
the year ended December 31, 2020.
Interest Risk
Borrowings under our new term loan facility are exposed to interest rate fluctuations based on LIBOR. As of
December 31, 2020, we held certain interest rate swap agreements with a notional value of $4.05 billion that have
the economic effect of modifying the variable-interest obligations associated with the new term loan facility, so that a
portion of the variable-rate interest payable becomes fixed. During the year ended December 31, 2020, we recorded
a loss of $60.4 million, net of taxes on these interest rate swaps in other comprehensive loss. The loss is primarily
attributable to market conditions resulting from the COVID-19 pandemic and the resulting cut to interest rates by the
U.S. Federal Reserve in the first quarter of 2020. See Note 11: Financial Instruments and Fair Value for further
information.
Recently Issued Accounting Pronouncements
For discussion of our new accounting standards, see Note 4: Summary of Significant Accounting Policies -
Implementation of New Financial Accounting Pronouncements to our consolidated and combined financial
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
You can find quantitative and qualitative disclosures about market risk (e.g., interest rate risk) at Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital
Resources - Quantitative and Qualitative Disclosures About Market Risk.” That information is incorporated in this
Item 7A by reference.
2020 Form 10-K | 60
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Elanco Animal Health Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Elanco Animal Health Incorporated (the
Company) as of December 31, 2020 and 2019, the related consolidated and combined statements of operations,
comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31,
2020, and the related notes (collectively referred to as the “consolidated and combined financial statements”). In our
opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial
position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework), and our report dated March 1, 2021 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
2020 Form 10-K | 61
Description of
the matter
How we
addressed the
matter in our
audit
Sales rebates and discounts
At December 31, 2020, the Company’s US sales rebates and discounts liability
totaled $153.6 million. As explained in Note 5 to the consolidated and combined
financial statements, the Company estimates a sales rebates and discounts
liability for direct customers and other indirect customers in the distribution
chain under the terms of their arrangements using the expected value
approach. The sales rebates and discounts are recorded as a deduction to
revenue at the time the Company recognizes a sale to a customer.
Auditing the sales rebates and discounts liability in the US is complex because
of the level of subjectivity involved in management’s assumptions used in the
measurement process and the volume of rebate programs offered. For
example, estimates of the expected rebate rates based on projected sales
volumes derived from current sales data and recent trends, estimates of future
rebates to be paid to indirect customers in the distribution chain based on
inventory volumes and historical experience with similar rebate incentive
programs.
We tested the Company’s internal controls over the sales rebates and
discounts liability process. This included testing controls over management’s
review of the significant assumptions in the estimation of sales rebates and
discounts, including rebate rates by product category, sales in to and out of the
distribution channel, and channel inventory levels.
To test the Company’s sales rebates and discounts liability, our audit
procedures included, among others, evaluating the assumptions discussed
above and testing the completeness and accuracy of the underlying data used
in management’s expected value analysis. For example, we compared the
significant assumptions to third-party reports used by the Company to estimate
indirect sales volumes during the period. Furthermore, we confirmed product
remaining in the distribution channel at period end. In addition, we inspected
the underlying direct and indirect customer rebate programs and compared the
rebate percentages used in the Company’s analyses with the program
the historical accuracy of
percentages. Additionally, we assessed
management’s sales rebates and discounts estimates by comparing the prior
period sales rebates and discounts liability to the amount of actual payments
made in subsequent periods. We also performed independent calculations of
the rebate accruals and a sensitivity analysis of certain significant assumptions
to evaluate the change in the sales rebates and discounts liability resulting from
changes in the assumptions.
2020 Form 10-K | 62
Description of
the matter
How we
addressed the
matter in our
audit
Acquisition of Bayer Animal Health
During 2020, the Company completed its acquisition of Bayer Animal Health for
total consideration of $6,787.0 million, as disclosed in Note 6 to the
consolidated and combined
financial statements. The acquisition was
accounted for as a business combination. Auditing the Company's accounting
for its acquisition of Bayer Animal Health was complex due to the significant
estimation uncertainty in determining the fair value of identified intangible
assets, which principally consisted of intellectual property related to marketed
products of $3,950.0 million. The significant estimation uncertainty was
primarily due to the sensitivity of the respective fair values to the significant
underlying assumptions about the future performance of the acquired business.
The Company used a discounted cash flow model to measure the intellectual
property related to marketed product intangible assets. The significant
assumptions used to estimate the value of these intangible assets included
certain assumptions that form the basis of the forecasted results (e.g., revenue
growth rates and EBITDA margins). These significant assumptions are forward-
looking and could be affected by future economic and market conditions.
testing controls over
We tested the Company's controls over its accounting for acquisitions. This
included
recognition and measurement of
consideration transferred and related intangible assets, including the valuation
models and underlying assumptions discussed above used to develop such
estimates.
the
To test the estimated fair value of the intellectual property related to marketed
product intangible assets our audit procedures included, among others,
evaluating the Company’s use of the income approach and testing the
significant assumptions discussed above used in the models, including the
completeness and accuracy of the underlying data. For example, we compared
the forecasted revenue and EBITDA margins to current industry and economic
trends as well as the historic financial performance of the acquired business.
We also performed sensitivity analyses of the significant assumptions to
evaluate the changes in the fair value of the intangible assets resulting from
changes in the assumptions. We involved our valuation specialists to assist in
our evaluation of the methodology used by the Company and certain
assumptions included in the fair value estimates.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2017.
Indianapolis, Indiana
March 1, 2021
2020 Form 10-K | 63
Elanco Animal Health Incorporated
Consolidated and Combined Statements of Operations
(in millions, except per-share data)
Revenue
Costs, expenses and other:
Cost of sales
Research and development
Marketing, selling and administrative
Amortization of intangible assets
Asset impairment, restructuring and other special charges
Interest expense, net of capitalized interest
Other expense (income), net
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Earnings (loss) per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
Year Ended December 31,
2020
2019
2018
$
3,273.3 $
3,071.0 $
3,066.8
1,666.6
1,470.3
1,573.8
327.0
996.6
359.9
623.7
149.8
(178.3)
270.1
760.2
200.4
185.5
78.9
27.4
3,945.3
2,992.8
(672.0)
(111.9)
78.2
10.3
$
(560.1) $
67.9 $
$
$
(1.27) $
(1.27) $
0.18 $
0.18 $
441.4
441.4
369.0
370.3
246.6
735.2
197.4
128.8
29.6
41.3
2,952.7
114.1
27.6
86.5
0.28
0.28
313.7
313.7
See notes to consolidated and combined financial statements.
2020 Form 10-K | 64
Elanco Animal Health Incorporated
Consolidated and Combined Statements of Comprehensive Income (Loss)
(in millions)
Net income (loss)
Other comprehensive income (loss):
Unrealized loss on derivatives for cash flow hedges, net of
taxes
Foreign currency translation
Defined benefit pension and retiree health benefit plans, net
of taxes
Other comprehensive income (loss), net of taxes
Year Ended December 31,
2020
2019
2018
$
(560.1) $
67.9 $
86.5
(60.4)
558.2
(21.1)
476.7
—
19.8
28.7
48.5
—
(47.1)
25.4
(21.7)
64.8
Comprehensive income (loss)
$
(83.4) $
116.4 $
See notes to consolidated and combined financial statements.
2020 Form 10-K | 65
Elanco Animal Health Incorporated
Consolidated Balance Sheets
(in millions)
Assets
Current Assets
Cash and cash equivalents
Accounts receivable, net of allowances of $8.5 (2020) and $6.2 (2019)
Other receivables
Inventories
Prepaid expenses and other
Restricted cash (Note 21)
Total current assets
Noncurrent Assets
Goodwill
Other intangibles, net
Other noncurrent assets
Property and equipment, net
Total assets
Liabilities and Equity
Current Liabilities
Accounts payable
Employee compensation
Sales rebates and discounts
Current portion of long-term debt
Other current liabilities
Payable to Lilly (Note 21)
Total current liabilities
Noncurrent Liabilities
Long-term debt
Accrued retirement benefits
Deferred taxes
Other noncurrent liabilities
Total liabilities
Commitments and Contingencies
Equity
Preferred stock, 1,000,000,000 shares authorized, no par value; none issued
Common stock, 5,000,000,000 shares authorized, no par value; 471,921,116
and 373,011,513 shares issued and outstanding as of December 31, 2020 and
2019, respectively
Additional paid-in capital
Retained earnings (accumulated deficit)
Accumulated other comprehensive income (loss)
Total equity
Total liabilities and equity
December 31,
2020
December 31,
2019
$
494.7 $
871.6
205.1
334.0
816.9
73.0
1,578.1
1,050.7
256.3
10.7
87.4
11.1
3,416.5
2,373.1
6,224.8
6,387.3
347.8
1,316.3
2,989.6
2,482.8
185.0
955.3
$
17,692.7 $
8,985.8
$
501.0 $
143.6
295.3
554.5
576.9
5.0
2,076.3
222.6
99.6
211.0
24.5
244.4
16.4
818.5
5,572.4
2,330.5
345.7
900.3
322.1
82.5
100.8
106.6
9,216.8
3,438.9
—
—
8,650.1
(477.2)
303.0
8,475.9
$
17,692.7 $
—
—
5,636.3
84.3
(173.7)
5,546.9
8,985.8
See notes to consolidated and combined financial statements.
2020 Form 10-K | 66
Elanco Animal Health Incorporated
Consolidated and Combined Statements of Equity
(in millions)
Common Stock
Accumulated Other Comprehensive Income (Loss)
Shares
Amount
Additional
Paid-in
Capital
Net Parent
Company
Investment
Retained
Earnings
(Accumulated
Deficit)
Cash
Flow
Hedge
Foreign
Currency
Translation
Defined
Benefit
Pension and
Retiree Health
Benefit Plans
Total
Total
Equity
293.3 $
— $
— $
8,036.9 $
— $
— $
(227.2) $
(29.4) $ (256.6) $ 7,780.3
70.1
16.4
January 1, 2018
Net income
Adoption of Accounting
Standards Update (ASU)
2016-16
Other comprehensive
income (loss), net of tax
Transfers (to)/from Lilly, net
Separation adjustments (1)
—
—
—
—
—
Issuance of common stock
72.3
Consideration to Lilly in
connection with Separation
Reclassification of net
parent company investment
Stock compensation
Capital contribution from
Lilly
—
—
—
—
December 31, 2018
365.6
Net income
Other comprehensive
income, net of tax
Separation activities (2)
Stock compensation
Issuance of stock under
employee stock plans, net
Issuances of stock in
connection with Aratana
acquisition:
Issuance to Aratana
shareholders for acquisition
Accelerated vesting of
equity awards
Other
—
—
—
—
0.1
7.2
0.1
—
December 31, 2019
373.0
—
—
—
—
—
1.0
Net loss
Adoption of ASU 2016-13(3)
Other comprehensive
income (loss), net of tax
Separation activities (2)
Stock compensation
Issuance of stock under
employee stock plans, net
Issuance of common stock
and tangible equity units,
net of issuance costs
Issuance of stock to Bayer
for acquisition, net of
issuance costs
Other
(0.3)
—
(226.3)
43.5
—
—
7,923.9
(7,923.9)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,659.7
(4,194.9)
1.8
12.8
5,403.3
—
—
(51.2)
40.7
—
238.0
3.6
1.9
5,636.3
—
—
—
38.0
47.7
(14.4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
25.0
—
1,220.0
72.9
—
—
—
1,722.8
(0.3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(47.1)
—
56.1
—
—
—
—
—
—
—
—
86.5
—
(0.3)
25.4
(21.7)
(21.7)
—
—
—
—
—
—
—
—
(226.3)
56.1
99.6
—
1,659.7
—
(4,194.9)
—
—
—
—
1.8
12.8
(218.2)
—
(4.0)
(222.2)
5,197.5
—
—
67.9
19.8
28.7
48.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
48.5
(51.2)
40.7
—
238.0
3.6
1.9
(198.4)
24.7
(173.7)
5,546.9
—
—
—
—
—
—
(560.1)
(1.4)
(60.4)
558.2
(21.1)
476.7
476.7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
38.0
47.7
(14.4)
—
1,220.0
—
—
1,722.8
(0.3)
—
—
—
—
—
—
—
—
—
16.4
67.9
—
—
—
—
—
—
—
84.3
(560.1)
(1.4)
—
—
—
—
—
—
—
December 31, 2020
471.9 $
— $ 8,650.1 $
— $
(477.2) $
(60.4) $
359.8 $
3.6 $ 303.0 $ 8,475.9
(1) See Note 3: Impact of Separation for further discussion.
(2) See Note 21: Related Party Agreements and Transactions for further discussion.
(3) See Note 4: Summary of Significant Accounting Policies for further discussion.
See notes to consolidated and combined financial statements.
2020 Form 10-K | 67
Elanco Animal Health Incorporated
Consolidated and Combined Statements of Cash Flows
(in millions)
Year Ended December 31,
2020
2019
2018
$
(560.1) $
67.9 $
86.5
Cash Flows from Operating Activities
Net income (loss)
Adjustments to reconcile net income (loss) to cash flows from
operating activities:
Depreciation and amortization
Change in deferred income taxes
Stock-based compensation expense
Asset impairment charges
Gain on sale of assets
Gain on divestitures
Inventory fair value step-up amortization
Other non-cash operating activities, net
Other changes in operating assets and liabilities, net of
acquisitions and divestitures:
Receivables
Inventories
Other assets
Accounts payable and other liabilities
Net Cash Provided by (Used for) Operating Activities
Cash Flows from Investing Activities
Purchases of property and equipment
Disposals of property and equipment
Purchases of software
Cash paid for acquisitions, net of cash acquired (Note 6)
Divestiture proceeds (Note 6)
Proceeds from settlement of net investment hedges (Note 11)
Other investing activities, net
Net Cash Used for Investing Activities
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt
Repayments of long-term borrowings
Proceeds from issuance of common stock and tangible equity
units (Note 1 and Note 9)
Debt issuance costs
Consideration paid to Lilly in connection with the Separation
(Note 1)
Other financing activities, net
Other net transactions with Lilly
Net Cash Provided by (Used for) Financing Activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash, cash equivalents and restricted
cash
Cash, cash equivalents and restricted cash at January 1
Cash, cash equivalents and restricted cash at December 31
$
2020 Form 10-K | 68
516.9
(124.8)
47.7
25.1
(51.3)
(170.0)
90.1
19.7
14.0
(94.7)
(122.9)
369.3
(41.0)
(134.6)
72.7
(176.3)
(5,001.3)
434.7
32.7
(7.1)
(4,779.2)
4,804.2
(951.5)
1,219.9
(102.5)
—
(16.2)
—
4,953.9
26.6
160.3
345.1
505.4 $
314.5
0.1
49.4
32.6
—
—
0.6
(12.7)
(172.4)
(33.7)
7.0
(29.2)
224.1
(140.4)
0.3
(57.0)
(32.8)
—
—
(4.9)
(234.8)
—
(121.1)
—
—
(191.6)
1.6
6.3
(304.8)
(16.9)
(332.4)
677.5
345.1 $
296.0
(60.7)
26.0
120.5
(0.8)
—
—
49.0
(122.0)
(20.1)
(3.2)
116.1
487.3
(134.5)
9.4
(2.0)
—
—
—
0.1
(127.0)
2,500.0
(7.5)
1,659.7
(24.5)
(3,991.3)
(17.2)
(154.4)
(35.2)
29.0
354.1
323.4
677.5
Elanco Animal Health Incorporated
Consolidated and Combined Statements of Cash Flows (cont'd)
(in millions)
December 31,
2020
2019
2018
Cash and cash equivalents
Restricted cash (Note 21)
$
494.7 $
334.0 $
10.7
11.1
Cash, cash equivalents and restricted cash at December 31
$
505.4 $
345.1 $
474.8
202.7
677.5
See notes to consolidated and combined financial statements.
2020 Form 10-K | 69
Elanco Animal Health Incorporated
Notes to Consolidated and Combined Financial Statements
(Tables present dollars in millions, except per-share data)
Note 1. Nature of Business and Organization
Nature of Business
Elanco was formed as a wholly-owned subsidiary of Lilly, and is a global animal health company that innovates,
develops, manufactures and markets products for pets and farm animals. We offer a diverse portfolio of
approximately 190 brands to veterinarians and farm animal producers in more than 90 countries.
Organization
Elanco Parent was formed in May 2018, as a wholly-owned subsidiary of Lilly, to serve as the ultimate parent
company of substantially all of the animal health businesses of Lilly.
On September 24, 2018, Elanco Parent completed an IPO resulting in the issuance of 72.3 million shares of its
common stock (including shares issued pursuant to the underwriters’ option to purchase additional shares), which
represented 19.8% of the outstanding shares, at $24 per share resulting in total net proceeds, after underwriting
discounts and commissions, of $1.7 billion. In connection with the completion of the IPO, through a series of equity
and other transactions, Lilly transferred to Elanco Parent the animal health businesses that form its business. In
exchange, Elanco Parent has paid to Lilly approximately $4.2 billion, which included the net proceeds from the IPO,
the net proceeds from the debt offering completed by Elanco Parent in August 2018 and the term loan facility
entered into by Elanco Parent in September 2018 (see Note 10: Debt). These transactions are collectively referred
to herein as the Separation.
On February 8, 2019, Lilly announced an exchange offer whereby Lilly shareholders could exchange all or a
portion of Lilly common stock for shares of Elanco common stock owned by Lilly. The disposition of Elanco shares
was completed on March 11, 2019 and resulted in the full separation of Elanco along with the disposal of Lilly's
entire ownership and voting interest in Elanco.
On August 1, 2020, we completed the previously announced acquisition of Bayer Animal Health, for payment of
$5.2 billion in cash, subject to customary post-closing adjustments, and approximately 72.9 million shares of Elanco
common stock. See Note 6: Acquisitions and Divestitures for additional information.
Note 2. Basis of Presentation
We have prepared the accompanying consolidated and combined financial statements in accordance with
accounting principles generally accepted in the United States (GAAP). In our opinion, the financial statements
reflect all adjustments (including those that are normal and recurring) that are necessary for fair presentation of the
results of operations for the periods shown. The accounts of all wholly-owned and majority-owned subsidiaries are
included in the consolidated and combined financial statements, and all intercompany balances and transactions
have been eliminated.
In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenue, expenses, and related disclosures at the date of the financial
statements and during the reporting period. Actual results could differ from those estimates. We issued our financial
statements by filing with the Securities and Exchange Commission and have evaluated subsequent events up to the
time of the filing.
For the periods after Separation, the financial statements are prepared on a consolidated basis and reflect the
results of operations, comprehensive income, financial position, equity and cash flows resulting from our operations
as an independent company. For periods prior to Separation, our financial statements are combined, have been
prepared on a standalone basis, and are derived from Lilly's consolidated financial statements and accounting
records. The consolidated and combined financial statements reflect the financial position, results of operations and
cash flows related to the animal health businesses that were transferred to Elanco Parent and are prepared in
conformity with GAAP.
2020 Form 10-K | 70
The combined financial statements include the attribution of certain assets and liabilities that historically have
been held at the Lilly corporate level but which are specifically identifiable or attributable to the businesses that have
been transferred to Elanco Parent. All intercompany transactions and accounts within Elanco have been eliminated.
All transactions between us and Lilly are considered to be effectively settled in the combined financial statements at
the time the intercompany transaction is recorded. The total net effect of the settlement of these intercompany
transactions is reflected in the combined statements of cash flows as a financing activity and in the consolidated
and combined statement of equity as net parent company investment.
Prior to Separation, these combined financial statements include an allocation of expenses related to certain Lilly
corporate functions, including executive oversight, treasury, legal, finance, human resources, tax, internal audit,
financial reporting, information technology and investor relations, prior to IPO. These expenses were allocated to us
based on direct usage or benefit where specifically identifiable, with the remainder allocated primarily on a pro rata
basis of revenue, headcount and other measures. We consider the expenses methodology and results to be
reasonable; however, the allocations may not be indicative of the actual expense that would have been incurred had
we operated as an independent, publicly traded company for the periods presented. It is impractical to estimate
what the standalone costs of Elanco would have been in the historical periods. After the Separation, a TSA between
Lilly and Elanco went into effect. Under the terms of the TSA, we will be able to use these Lilly services for a fixed
term established on a service-by-service basis. We are paying Lilly mutually agreed upon fees for the Lilly services
provided under the TSA. Our consolidated and combined financial statements reflect the charges for Lilly services
after the IPO. See Note 21: Related Party Agreements and Transactions for additional details.
Prior to Separation, Lilly maintained various benefit and combined stock-based compensation plans at a corporate
level and other benefit plans at a country level. Our employees participated in such programs and the portion of the
cost of those plans related to our employees is included in our financial statements. However, the consolidated
balance sheets do not include any equity issued related to stock-based compensation plans or any net benefit plan
obligations unless the benefit plan covers only our dedicated employees or where the legal obligation associated
with the benefit plan transferred to Elanco. Upon Lilly's full divestiture of Elanco in March 2019, all Lilly share-based
awards held by our employees were converted into awards that will be settled in Elanco shares.
Prior to Separation, our equity balance represented the excess of total assets over liabilities, including
intercompany balances between Elanco and Lilly (net parent company investment) and accumulated other
comprehensive income (loss). Net parent company investment is primarily impacted by contributions from Lilly
which are the result of treasury activities and net funding provided by or distributed to Lilly. See Note 21: Related
Party Agreements and Transactions for further information.
The basis of presentation for our income tax amounts is discussed in Note 16: Income Taxes.
Note 3. Impact of Separation
In connection with the Separation, we issued $2.0 billion aggregate principal amount of senior notes in a private
placement, and we also entered into a $750.0 million senior unsecured revolving credit facility and $500.0 million
senior unsecured term credit facility. See Note 10: Debt for further information. In connection with the Separation,
we entered into various agreements with Lilly, including a master separation agreement, a tax matters agreement
and the TSA.
In connection with the terms of the Separation, there were certain assets and liabilities included in the pre-
Separation balance sheet that were retained by Lilly and there were certain assets not included in the pre-
Separation balance sheet that were transferred to us. The cumulative adjustment to the historical balance sheet
increased net assets and total equity by approximately $99.6 million. The impact on net assets primarily represents
the elimination of certain income tax assets and liabilities and the contribution of additional assets.
We will also continue to have certain ongoing relationships with Lilly as described in Note 21: Related Party
Agreements and Transactions.
2020 Form 10-K | 71
Note 4. Summary of Significant Accounting Policies
Revenue
We recognize revenue primarily from product sales to customers. Revenue from sales of products is recognized
at the point where the customer obtains control of the goods and we satisfy our performance obligation, which
generally is at the time we ship the product to the customer. Payment terms differ by jurisdiction and customer, but
payment terms in most of our major jurisdictions typically range from 30 to 120 days from date of shipment.
Revenue for our product sales has not been adjusted for the effects of a financing component as we expect, at
contract inception, that the period between when we transfer control of the product and when we receive payment
will be one year or less. Any exceptions are either not material or we collect interest for payments made after the
due date. For contract manufacturing organization (CMO) arrangements, we recognize revenue over time or at a
point in time depending on our evaluation of when the customer obtains control of the promised goods or service.
Revenue is recognized over time when we are creating or enhancing an asset that the customer controls. In this
instance revenue is recognized as the asset is created or enhanced or our performance does not create an asset
with an alternative use and we have an enforceable right to payment for performance completed.
Provisions for rebates and discounts, as well as returns are established in the same period the related sales are
recognized. We generally ship product shortly after orders are received; therefore, we generally only have a few
days of orders received but not yet shipped at the end of any reporting period. Shipping and handling activities are
considered to be fulfillment activities and are not considered to be a separate performance obligation. We exclude
from the measurement of the transaction price all taxes assessed by a governmental authority that are imposed on
our sales of product and collected from a customer.
Significant judgments must be made in determining the transaction price for sales of products related to
anticipated rebates and discounts, and returns. The following describe the most significant of these judgments:
Sales Rebates and Discounts - Background and Uncertainties
• Many of our products are sold to wholesale distributors. We initially invoice our customers contractual list
prices. Contracts with direct and indirect customers may provide for various rebates and discounts that may
differ in each contract. As a consequence, to determine the appropriate transaction price for our product
sales at the time we recognize a sale to a direct customer, we must estimate any rebates or discounts that
ultimately will be due to the direct customer and other customers in the distribution chain under the terms of
our contracts. Judgments are required in making these estimates.
•
•
The rebate and discount amounts are recorded as a deduction to arrive at our net product sales. We
estimate these accruals using an expected value approach.
In determining the appropriate accrual amount, we consider our historical experience with similar incentives
programs and current sales data and estimates of inventory levels at our channel distributors to evaluate
the impact of such programs on revenue and continually monitor the impact of this experience and adjust as
necessary. Although we accrue a liability for rebates related to these programs at the time the sale is
recorded, the rebate related to that sale is typically paid up to six months after the rebate or incentive period
expires. Because of this time lag, in any particular period rebate adjustments may incorporate revisions of
accruals for several periods.
Sales Returns - Background and Uncertainties
• We estimate a reserve for future product returns related to product sales using an expected value approach.
This estimate is based on several factors, including: local returns policies and practices; returns as a
percentage of revenue; an understanding of the reasons for past returns; estimated shelf life by product;
and estimate of the amount of time between shipment and return. Adjustments to the returns reserve have
been and may in the future be required based on revised estimates to our assumptions, which would have
an impact on our consolidated and combined results of operations. We record the return amounts as a
deduction to arrive at our net product sales.
2020 Form 10-K | 72
Research and development expenses and acquired in-process research and development
Research and development expenses include the following:
•
Research and development costs, which are expensed as incurred.
• Milestone payment obligations incurred prior to regulatory approval of the product, which are accrued when
the event requiring payment of the milestone occurs.
•
Acquired in-process research and development (IPR&D) expense, which includes the initial costs of IPR&D
projects, acquired directly in a transaction other than a business combination, that do not have an
alternative future use.
Foreign Currency Translation
Operations in our subsidiaries outside the U.S. are recorded in the functional currency of each subsidiary which is
determined by a review of the environment where each subsidiary primarily generates and expends cash. The
results of operations for our subsidiaries outside the U.S., where the U.S. dollar is not the functional currency, are
translated from functional currencies into U.S. dollars using the weighted average currency rate for the period.
Assets and liabilities are translated using the period end exchange rates. The U.S. dollar effects that arise from
translating the net assets of these subsidiaries are recorded in other comprehensive income (loss).
Other significant accounting policies
Our other significant accounting policies are described in the remaining appropriate notes to the consolidated and
combined financial statements.
Implementation of New Financial Accounting Pronouncements
The following table provides brief descriptions of accounting standards that were recently adopted:
Standard
Accounting Standards
Update 2016-02, Leases
Accounting Standards
Update 2016-13, Financial
Instruments - Credit Losses
(Topic 326): Measurement
of Credit Losses on
Financial Instruments
Description
This standard was issued to
increase transparency and
comparability among
organizations by recognizing
lease assets and lease
liabilities, including leases
classified as operating leases
under previous GAAP, on the
balance sheet and requiring
additional disclosures about
leasing arrangements.
This standard modifies the
impairment model by requiring
entities to use a forward-
looking approach based on
expected losses to estimate
credit losses on certain types
of financial instruments,
including trade receivables.
Effect on the financial statements or other significant
matters
We adopted the standard on January 1, 2019 using
the modified retrospective approach, applied at the
beginning of the period of adoption, and we elected
the package of transition practical expedients.
Upon adoption of the standard, we recorded $84.9
million of right-of-use assets and $85.3 million of
operating lease liabilities on our consolidated
balance sheet. Adoption of this standard did not
have a material impact on our consolidated and
combined statements of operations for the year
ended December 31, 2019. See Note 14: Leases
for further information.
We adopted the standard on January 1, 2020 using
the modified retrospective approach. The impact of
adoption included the first-time recognition of
expected credit losses (i.e., bad debt expense) on
current receivables that are not past due, which
resulted in a decrease in retained earnings of
$1.4 million. Recognition of this allowance and
other impacts of adoption were not material to the
consolidated and combined financial statements.
2020 Form 10-K | 73
Standard
Accounting Standards
Update 2018-15,
Intangibles - Goodwill and
Other Internal-Use
Software (Subtopic
350-40): Customer's
Accounting for
Implementation Costs
Incurred in a Cloud
Computing Arrangement
that is a Service Contract
Description
This guidance aligns the
requirements for capitalizing
implementation costs incurred
in a cloud-based hosting
arrangement that is a service
contract with the requirements
for capitalizing implementation
costs incurred to develop or
obtain internal-use software.
Effect on the financial statements or other significant
matters
On January 1, 2020, we implemented the guidance
on a prospective basis. The adoption did not have a
significant impact on the consolidated and
combined financial statements.
The following table provides brief descriptions of the accounting standards applicable to us that have not yet been
Description
The amendments in this
update include simplifications
related to accounting for
income taxes including
removing certain exceptions
related to the approach for
intraperiod tax allocation and
the recognition of deferred tax
liabilities for outside basis
differences. The standard also
clarifies the accounting for
transactions that result in a
step-up in the tax basis of
goodwill.
This update provides optional
expedients and exceptions for
applying U.S. GAAP to
contracts, hedging
relationships, and other
transactions affected by
reference rate reform if certain
criteria are met.
adopted:
Standard
Accounting Standards
Update 2019-12,
Simplifying the Accounting
for Income Taxes
Accounting Standards
Update 2020-04,
Reference rate reform
(Topic 848) - Facilitation of
the Effects of Reference
Rate Reform on Financial
Reporting
Note 5. Revenue
Effective Date
This standard is
effective January 1,
2021, with early
adoption permitted. We
intend to adopt this
standard on that date.
Effect on the financial
statements or other
significant matters
The adoption of this
guidance will not have a
material impact on our
consolidated and
combined financial
statements.
This standard was
effective as of March 12,
2020 through December
31, 2022 and adoption is
permitted at any time
during the period on a
prospective basis.
We are currently in the
process of evaluating
the impact of the London
Interbank Offered Rate
(LIBOR) on our existing
contracts, but do not
expect that this update
will have a material
impact on our
consolidated and
combined financial
statements.
Our sales rebates and discounts are based on specific agreements. The most significant of our sales rebate and
discount programs in terms of accrual and payment amounts, percentage of our products that are sold via these
programs, and level of judgment required in estimating the appropriate transaction price, relate to our programs in
the U.S., France and the United Kingdom. As of December 31, 2020 and 2019, the aggregate liability for sales
rebates and discounts for these countries represented approximately 73% and 83%, respectively, of our total
2020 Form 10-K | 74
liability, with the U.S. individually representing approximately 52% and 71%, respectively, of our total liability. No
other individual country represented 5% or more of our total liability for 2020 and 2019.
The following table summarizes the activity in the sales rebates and discounts liability in the U.S., France, and the
United Kingdom:
Beginning balance
Reduction of revenue
Payments
Additions related to the Bayer Animal Health acquisition
Foreign currency translation adjustments
Ending balance
Year Ended December 31,
2020
2019
$
175.9 $
389.3
138.2
373.9
(401.3)
(336.2)
49.6
3.0
—
—
$
216.5 $
175.9
Adjustments to revenue recognized as a result of changes in estimates for the judgments described above during
the years ended December 31, 2020, 2019, and 2018 for product shipped in previous periods were not material.
Actual global product returns were 0.8%, 0.7%, and 0.8% of net revenue for the years ended December 31, 2020,
2019, and 2018 respectively, and have not fluctuated significantly as a percentage of revenue.
Disaggregation of Revenue
The following table summarizes our revenue disaggregated by product category for the years ended December
31:
Pet Health Disease Prevention
Pet Health Therapeutics
Farm Animal Future Protein & Health
Farm Animal Ruminants & Swine
Contract Manufacturing (1)
Total Revenue
2020
2019
2018
$
$
992.7 $
365.8
734.1
1,100.5
80.2
3,273.3 $
787.9 $
348.0
745.1
1,110.3
79.7
3,071.0 $
804.6
283.1
711.2
1,174.0
93.9
3,066.8
(1) Represents revenue from arrangements in which we act as a contract manufacturer, including supply agreements associated with
divestitures of products related to the acquisition of Bayer Animal Health. This category was previously called Strategic Exits.
Note 6. Acquisitions and Divestitures
During 2020, we completed the acquisition of Bayer Animal Health. During 2019, we completed the acquisitions of
all outstanding shares of Aratana Therapeutics, Inc. (Aratana) and Prevtec Microbia Inc. (Prevtec). These
transactions were accounted for as business combinations under the acquisition method of accounting. The
acquisition method requires, among other things, that assets acquired and liabilities assumed in a business
combination be recognized at their fair values as of the acquisition date. The determination of estimated fair value
requires management to make significant estimates and assumptions. The excess of the purchase price over the
fair value of the acquired net assets, where applicable, has been recorded as goodwill. The results of operations of
these acquisitions are included in our consolidated and combined financial statements from the dates of acquisition.
Bayer Animal Health Acquisition
On August 1, 2020, we completed our previously announced acquisition of Bayer Animal Health in a cash and
stock transaction. Bayer Animal Health is a provider of products intended to improve the health and well-being of
pets and farm animals. The acquisition expands our pet health product category, advancing our planned portfolio
mix transformation and creating a better balance between our farm animal and pet health product categories. Our
2020 Form 10-K | 75
existing product portfolio and pipeline are enhanced by the addition of Bayer Animal Health, which complements our
commercial operations and international infrastructure while expanding our direct to retailer/e-commerce presence.
Total consideration transferred to Bayer and its subsidiaries for the acquisition is summarized as follows:
Cash consideration (1)
Fair value of Elanco common stock (2)
Fair value of total consideration transferred (3)
$
$
5,063.3
1,723.7
6,787.0
(1)
Includes initial cash consideration of $5,170.1 million less estimated working capital and tax adjustments of $106.8 million, which have not
yet been finalized. Our expectation is for the working capital adjustment to be final in the second quarter of 2021.
(2) Represents the acquisition date fair value of 72.9 million shares of Elanco common stock at $23.64 per share. Per the terms of the stock
and asset purchase agreement, the number of shares was based on approximately $2.3 billion divided by the 20-day volume-weighted
average stock price as of the last day of trading before the closing of the acquisition (but subject to a 7.5% symmetrical collar centered on
the baseline share number of approximately $2.3 billion divided by an initial share price of $33.60).
(3) The purchase price is preliminary and subject to working capital and customary purchase price adjustments.
We recognized transaction costs related to the acquisition of Bayer Animal Health of $266.9 million and
$42.6 million for the years ended December 31, 2020 and 2019, respectively. These costs were associated with
legal and professional services related to the acquisition and are reflected within asset impairment, restructuring
and other special charges in our consolidated and combined statements of operations.
The amount of revenues attributable to Bayer Animal Health included in our consolidated and combined statement
of operations since the date of acquisition for the year ended December 31, 2020 is $591.9 million. Based on our
current operational structure, we did not record standalone costs for Bayer Animal Health after the date of the
acquisition. As a result, we are unable to accurately determine earnings or loss attributable to Bayer Animal Health
since the date of acquisition.
The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2020. The
purchase price allocation is preliminary and subject to change, including the valuation of inventories, property and
equipment, intangible assets, income taxes and goodwill, among other items. The amounts recognized will be
finalized as the information necessary to complete the analysis is obtained, but no later than one year after the
acquisition date. Finalization of the valuation during the measurement period could result in a change in the
amounts recorded for the acquisition date fair value.
2020 Form 10-K | 76
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the
acquisition date:
Estimated Fair Value at August 1, 2020
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid expenses and other current assets
Property and equipment
Intangible assets:
Acquired in-process research and development
Marketed products
Assets held for sale
Accounts payable and accrued liabilities
Accrued retirement benefits
Other noncurrent assets and liabilities - net
Total identifiable net assets
Goodwill
Total consideration transferred
$
$
168.8
9.7
487.2
50.7
362.5
65.0
3,950.0
138.3
(240.2)
(220.2)
(906.4)
3,865.4
2,921.6
6,787.0
Inventories comprise $313.9 million, $79.1 million, and $94.2 million in finished products, work in process, and
raw materials, respectively. The preliminary estimate of fair value of finished products was determined based on net
realizable value adjusted for the costs to complete the sales process, a reasonable profit allowance from the sales
process, and estimated holding costs. The preliminary estimate of fair value of work in process was determined
based on net realizable value adjusted for costs to complete the manufacturing process, costs of the sales process,
a reasonable profit allowance for the remaining manufacturing and sales process effort, and an estimate of holding
costs. The fair value of raw materials was determined to approximate book value. The net fair value step-up
adjustment to inventories of $147.9 million is being amortized to cost of sales when the inventory is sold to
customers, which is expected to be within less than one year from the acquisition date.
Property and equipment is mostly composed of land, buildings, equipment (including machinery, furniture and
fixtures, and computer equipment), and construction in progress. The preliminary estimate of fair value of real
property was determined using the sales comparison data valuation technique and the preliminary estimate of fair
value of personal property was determined using the direct replacement cost method. The recorded fair value of
property and equipment located at the Shawnee, Kansas site is currently equal to its net book value at the time of
the acquisition, as we are in the process of gathering information to update our fair value assessment.
Intangible assets relate to $65.0 million of IPR&D and $3,950.0 million of marketed products. The acquired
definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately
10 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using
the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based
on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of
the significant assumptions inherent in the development of these asset valuations include the estimated net cash
flows for each year for each asset or product (including revenues, cost of sales, R&D expenses, marketing, selling
and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure
the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and
commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other
factors. The fair value of intangible assets as of December 31, 2020 is based on preliminary assumptions which are
subject to change as we complete our valuation procedures.
Assets held for sale include $133.1 million of intangible assets, consisting of marketed products and IPR&D, and
$5.2 million of inventory related to the divestitures of Drontal, Profender and other products. See the Divestitures
section below for more information.
2020 Form 10-K | 77
Accrued retirement benefits primarily relate to certain Bayer Animal Health international subsidiaries that have
underfunded defined benefit pension plans. We have recorded the fair value of these plans using assumptions and
accounting policies similar to those disclosed in Note 19: Retirement Benefits. Upon acquisition, the excess of
projected benefit obligation over the fair value of plan assets was recognized as a liability and previously existing
deferred actuarial gains and losses and unrecognized service costs or benefits were eliminated.
The goodwill recognized from this acquisition represents the value of additional growth platforms and an
expanded revenue base as well as anticipated operational synergies and cost savings from the creation of a single
combined global organization. The majority of goodwill associated with this acquisition is not deductible for tax
purposes.
Pro forma financial information (unaudited)
The following table presents the estimated unaudited pro forma combined results of Elanco, Bayer Animal Health
and Aratana for the years ended December 31, 2020 and 2019 as if the acquisitions had occurred on January 1,
2019:
Revenues
Loss before income taxes
Year Ended December 31,
2020
2019
$
4,441.4 $
4,691.3
(675.0)
(159.5)
The supplemental pro forma financial information has been prepared using the acquisition method of accounting
and is based on the historical financial information of Elanco, Bayer Animal Health and Aratana. The supplemental
pro forma financial information does not necessarily represent what the combined companies' revenue or results of
operations would have been had the acquisitions been completed on January 1, 2019, nor is it intended to be a
projection of future operating results of the combined company. It also does not reflect any operating efficiencies or
potential cost savings that might be achieved from synergies of combining Elanco, Bayer Animal Health and
Aratana.
The unaudited supplemental pro forma financial information reflects primarily pro forma adjustments related to
divestitures, fair value estimates for intangibles, property and equipment, and inventory, and interest expense and
amortization of debt issuance costs for the debt issuance to finance the acquisition of Bayer Animal Health. The
unaudited supplemental pro forma financial information includes transaction charges associated with the
acquisition. There are no material, nonrecurring pro forma adjustments directly attributable to the acquisition
included in the reported pro forma revenue and loss before income taxes.
2020 Form 10-K | 78
Divestitures
In order to secure the necessary regulatory clearances for the acquisition of Bayer Animal Health, we signed
agreements to divest the rights to manufacture and commercialize certain products. The following table summarizes
the financial impact of the material divestitures completed during 2020 in connection with the acquisition of Bayer
Animal Health, of which the pre-tax gains and losses are included in other expense (income), net in the
consolidated and combined statement of operations.
Osurnia
Vecoxan
Capstar
Drontal and Profender
Other immaterial divestitures
Total (1)
For the Year Ended December 31, 2020
Gross Cash
Proceeds
Pre-tax Gain
$
140.5 $
55.1
95.9
140.6
2.6
93.2
37.2
25.6
—
0.7
$
434.7 $
156.7
(1) Pre-tax gain is net of transaction costs of $13.3 million.
We determined that the disposal of the related net assets does not qualify for reporting as a discontinued
operation because it does not represent a strategic shift that has or will have a major effect on our operations and
financial results.
Elanco product divestitures
In January 2020, we signed agreements to divest the worldwide rights to Osurnia and the U.S. rights to Capstar,
and in February 2020, we signed an agreement to divest the worldwide rights to Vecoxan. The carrying value of the
divested assets consisted of $114.1 million of marketed product rights and $7.9 million of inventory. In July 2020, we
completed these sales, along with certain other immaterial divestitures. The transactions were accounted for as
asset divestitures.
Bayer Animal Health product divestitures
To allow the Bayer Animal Health acquisition to close on a timely basis, we signed agreements to divest the rights
to the Drontal and Profender product families within the United Kingdom and European Economic Area as well as
other IPR&D. We completed the transactions, which were accounted for as asset divestitures, on August 3, 2020.
Drontal, Profender, and the IPR&D were acquired as part of the Bayer Animal Health acquisition. The related assets
were classified as held for sale on the balance sheet as of the acquisition date and measured at fair value at the
time of the acquisition; therefore, no gains were recognized on the sales. A loss of $7.3 million was recorded on the
sale of IPR&D as recognition of the potential income from the divestiture was constrained by revenue accounting
standards. The estimated fair value of the divested assets consisted of $135.0 million of marketed product rights,
$7.3 million of IPR&D, and $3.6 million of inventory.
There are additional marketed and pipeline products that we are required to dispose of in order to comply with
regulatory requirements. These divestitures are not expected to have a material effect on our operations, cash flows
or financial position.
2020 Form 10-K | 79
Assets Held For Sale
In connection with advancing our efforts to secure the necessary regulatory clearances for our acquisition of
Bayer Animal Health, we signed agreements to divest the worldwide rights to the legacy Elanco products
Itrafungol™ and Clomicalm™. The related assets met the assets held for sale criteria as of December 31, 2020. We
expect the divestiture to close in the first half of 2021. An $8.2 million impairment charge was recorded to adjust the
assets to the lower of their carrying amounts or fair values less costs to sell on the consolidated balance sheet. The
fair value of the assets was measured on a nonrecurring basis and categorized within Level 3 of the fair value
hierarchy. We determined the fair value using a market approach, estimated based on the negotiated value of the
assets.
The related assets for the Osurnia and Capstar divestitures met the assets held for sale criteria as of December
31, 2019. No adjustments were required to record the assets at the lower of their carrying amounts or fair values
less costs to sell on the consolidated balance sheet.
Assets and liabilities considered held for sale in connection with the above divestitures were included in the
respective line items on the consolidated balance sheet as follows:
Inventories
Other intangibles, net
Property and equipment, net
Deferred tax asset
Total assets held for sale
Deferred tax liability
Total liabilities held for sale
December 31,
2020
December 31,
2019
$
2.1 $
3.5
—
1.0
6.6 $
— $
— $
$
$
$
10.6
61.2
0.2
—
72.0
(1.4)
(1.4)
Other intangibles, net classified as held for sale primarily consisted of marketed products.
2019 Acquisitions
Aratana Therapeutics, Inc.
On July 18, 2019, we acquired Aratana, a pet therapeutics company focused on innovative therapies for dogs and
cats, for stock and cash-based contingent value rights. Aratana is the creator of the canine osteoarthritis medicine,
Galliprant, the rights to which we acquired in 2016. The acquisition enhances our presence in the areas of appetite
stimulants in dogs, pain relief in dogs and cats, and treatments of other conditions in the U.S. and internationally. In
connection with the acquisition, we issued approximately 7.2 million shares with a value of $238.0 million to Aratana
shareholders, based on our stock price on the last trading day immediately prior to the closing date. The purchase
consideration also included up to $12 million in contingent value rights, which represent the rights of Aratana
shareholders to receive a contingent payment of $0.25 per share in cash upon the achievement of a specified
milestone as outlined in the merger agreement. We calculated an immaterial fair value for the contingent value
rights using the Monte Carlo simulation model.
Contingent consideration liabilities that we previously recorded for future royalty and milestone payments in
relation to the 2016 acquisition of rights to Galliprant were settled upon the closing of our acquisition of Aratana.
The liabilities were valued at $84.7 million as of the acquisition date using the Monte Carlo simulation model. The
resulting $7.5 million loss upon settlement was recorded in other expense (income), net in the consolidated and
combined statement of operations for the year ended December 31, 2019.
2020 Form 10-K | 80
The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the
acquisition date:
Estimated Fair Value at July 18, 2019
Cash and cash equivalents
Inventories
Acquired in-process research and development
Marketed products (1)
Other intangible assets (1)
Other assets and liabilities - net
Total identifiable net assets
Goodwill (2)
Settlement of existing contingent consideration liabilities
Total consideration transferred
$
26.4
10.3
31.9
36.7
13.2
4.1
122.6
30.7
84.7
$
238.0
(1) These intangible assets, which are being amortized on a straight-line basis over their estimated useful lives, are expected to have a
weighted average useful life of approximately 12.5 years.
(2) The goodwill recognized from this acquisition is attributable primarily to expected synergies from combining the operations of Aratana with
our legacy business. The majority of goodwill associated with this acquisition is not deductible for tax purposes.
The accounting for this acquisition is complete. A $19.9 million measurement period adjustment was recorded
primarily to establish a deferred tax liability for the preexisting Galliprant contingent consideration liability during the
year ended December 31, 2020.
We issued 0.1 million shares and recorded $3.6 million of stock-based compensation expense for the vesting of
Aratana equity awards that was accelerated upon the closing of the acquisition during 2019.
Prevtec Microbia Inc.
On July 31, 2019, we acquired Prevtec in a cash transaction for approximately $60.3 million, inclusive of certain
post-closing adjustments. Prevtec is a Canadian biotechnology company specializing in the development of
vaccines intended to help prevent bacterial diseases in farm animals. The acquisition allows us to expand on our
previous distribution arrangement for Coliprotec and is consistent with our efforts to explore innovative antibiotic
alternatives.
The purchase consideration included up to $16.3 million in additional cash consideration, contingent upon the
achievement of specific sales milestones by December 31, 2021. We have recorded a $4.7 million liability on the
consolidated balance sheet as of the acquisition date based on the fair value of the contingent consideration as
calculated using the Monte Carlo simulation model.
A previously existing $0.7 million receivable owed from Prevtec to Elanco Animal Health UK Limited was settled
upon the closing of our acquisition of Prevtec. The resulting immaterial gain upon settlement was recorded in other
expense (income), net in the consolidated and combined statement of operations for the year ended December 31,
2019.
2020 Form 10-K | 81
The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the
acquisition date:
Estimated Fair Value at July 31, 2019
Cash and cash equivalents
Property and equipment
Acquired in-process research and development
Marketed products(1)
Other intangible assets
Other assets and liabilities - net
Total identifiable net assets
Goodwill (2)
Total consideration transferred
$
$
0.9
0.5
2.8
58.9
1.1
(9.3)
54.9
10.1
65.0
(1) These intangible assets, which are being amortized on a straight-line basis over their estimated useful lives, are expected to have a
weighted average useful life of 10 years.
(2) The goodwill recognized from this acquisition is attributable primarily to expected synergies from combining the operations of Prevtec with
our legacy business and future unidentified projects and products. The goodwill associated with this acquisition is not deductible for tax
purposes.
The accounting for this acquisition is complete. An immaterial measurement period adjustment to deferred taxes
was recorded during the year ended December 31, 2020.
Note 7. Asset Impairment, Restructuring and Other Special Charges
In recent years, we have incurred substantial costs associated with restructuring programs and cost-reduction
initiatives designed to achieve a flexible and competitive cost structure. Restructuring activities primarily include
charges associated with facility rationalization and workforce reductions. In connection with our recent acquisitions,
including the acquisition of Bayer Animal Health, we have also incurred costs associated with executing transactions
and integrating acquired operations, which may include expenditures for banking, legal, accounting, and other
similar services. In addition, we have incurred costs to stand up our organization as an independent company. All
operating functions can be impacted by these actions; therefore, non-cash expenses associated with our tangible
and intangible assets can be incurred as a result of revised fair value projections and/or determinations to no longer
utilize certain assets in the business on an ongoing basis.
For finite-lived intangible asset and other long-lived assets, whenever impairment indicators are present, we
calculate the undiscounted value of projected cash flows associated with the asset, or group of assets, and
compare it to the carrying amount. If the carrying amount is greater, we record an impairment loss for the excess of
book value over fair value. Determinations of fair value can result from a complex series of judgments and rely on
estimates and assumptions. See Note 2: Basis of Presentation and Note 4: Summary of Significant Accounting
Policies for discussion regarding estimates and assumptions.
2020 Form 10-K | 82
Components of asset impairment, restructuring and other special charges for the years ended December 31 are
as follows:
Restructuring charges:
Severance and other costs (1)
Facility exit costs (1)
Acquisition related charges:
Transaction and integration costs (2)
Non-cash and other items:
Asset impairment (3)
Asset write-down (4)
Gain on sale of fixed assets (5)
Settlements and other (6)
2020
2019
2018
$
155.0 $
(2.7)
8.2 $
—
15.5
5.7
423.8
144.7
26.5
17.5
19.1
(3.8)
14.8
15.4
17.2
—
—
81.9
—
(0.8)
—
Total expense
$
623.7 $
185.5 $
128.8
(1) For the year ended December 31, 2020, these charges primarily related to a restructuring program initiated following the acquisition of
Bayer Animal Health. See below for further details. Also included in facility exit costs is a favorable true-up of a lease termination related to a
previous restructuring program.
For the year ended December 31, 2019, these charges primarily relate to a program that eliminated certain positions across multiple
locations and functions, including exiting R&D operations in Prince Edward Island, Canada, ceasing certain manufacturing operations in
Wusi, China, and streamlining operations in Speke, England. These activities were substantially complete as of December 31, 2020.
For the year ended December 31, 2018, these charges primarily relate to a program to streamline international operations, including shifting
focus and resources to priority areas. Among other actions, amounts reflect a change from having a physical location to a distribution model
in certain countries in connection with the Separation. These activities were substantially complete as of December 31, 2019.
(2) Transaction costs represent external costs directly related to acquiring businesses and primarily include expenditures for banking, legal,
accounting and other similar services. Integration costs represent internal and external incremental costs directly related to integrating
acquired businesses, including the acquisition of Bayer Animal Health (e.g., expenditures for consulting, system and process integration,
and product transfers), as well as stand-up costs related to the implementation of new systems, programs, and processes due to the
Separation from Lilly.
(3) Asset impairment charges are associated with the following:
•
•
•
For the year ended December 31, 2020, primarily attributable to the impairment of acquired IPR&D and indefinite-lived intangible
assets. The impairment to acquired IPR&D related to reassessments of geographic viability and project priority, which was partially
prompted by the addition of the Bayer Animal Health IPR&D pipeline. The impairment of the indefinite-lived intangible assets related to
adjustments made to record assets classified as held for sale at the lower of their carrying amounts or fair values less costs to sell.
For the year ended December 31, 2019, the write-off of certain IPR&D and manufacturing assets in the U.S., Canada and Speke,
resulting from the adjustment to fair value of property and equipment and intangible assets that were subject to product rationalization.
For the year ended December 31, 2018, the decision to dispose of a manufacturing facility in the U.S., the suspension of commercial
activities for Imrestor, the write-off of certain idle assets in a U.S. manufacturing facility and product rationalization.
(4) For the year ended December 31, 2020, asset write-down expenses resulted from adjustments recorded to write assets classified as held
and used down to their current fair value. These included charges related to fixed assets in Basel, Switzerland, in connection with the 2020
program initiated following the acquisition of Bayer Animal Health, and fixed assets in Indianapolis, Indiana. Also included are charges
related to fixed assets in Wusi, China in connection with the announced 2019 program to streamline operations.
For the year ended December 31, 2019, asset write-down expenses resulted from the adjustments recorded to write assets classified as
held and used and held for sale down to their current fair values. These charges primarily related to fixed assets in Prince Edward Island,
Canada; Wusi, China and Indianapolis, Indiana. $11.2 million of Property and equipment, net in Prince Edward Island, Canada and
Indianapolis, Indiana are classified as held for sale.
(5) For the year ended December 31, 2020, represents a gain on the disposal from the sale of an R&D facility in Prince Edward Island, Canada,
which was written down during the third quarter of 2019 as part of the announced 2019 program to streamline operations.
For the year ended December 31, 2018, represents a gain on the disposal of a site that was previously closed as part of the acquisition and
integration of Novartis Animal Health beginning on January 1, 2015.
(6) Charges primarily relate to a non-recurring litigation settlement for a matter that originated prior to the Separation and a one-time expense
associated with our agreement to build a new corporate headquarters.
In September 2020, following the closing of the Bayer Animal Health acquisition, we implemented a restructuring
program designed to reduce duplication, drive efficiency and optimize our footprint in key geographies. As part of
the restructuring plan, we have eliminated approximately 900 positions across 40 countries, primarily in the
commercial and marketing functions, but also in the R&D, manufacturing and quality, and back office support
2020 Form 10-K | 83
functions. As of December 31, 2020, we have incurred restructuring charges of $162.1 million, primarily related to
severance and asset write-down expenses. We expect to incur additional non-severance related restructuring
charges of approximately $11 million in 2021 to complete these actions.
In January 2021, we announced a restructuring in our ongoing efforts to improve operating efficiencies. The
proposed actions are focused on streamlining processes and delivering increased efficiency in functional areas,
while improving the productivity of our investments in innovation. As part of the restructuring plan, we intend to close
R&D sites in Manukau, New Zealand and Cuxhaven, Germany, subject to appropriate local consultation processes.
We will also reduce duplication and optimize structures in U.S. operations, marketing, manufacturing and quality
central functions, and administrative areas. The restructuring will result in the elimination of approximately 350
positions around the world. We expect to record a majority of the charges totaling $58 million to $77 million in the
first quarter of 2021, primarily consisting of severance and other cash charges.
The following table summarizes the activity in our reserves established in connection with restructuring activities:
Exit costs
Severance
Total
Balance at December 31, 2018
$
9.3 $
35.1 $
Charges
Reserve adjustment (1)
Cash paid
Balance at December 31, 2019
Charges
Reserve adjustment (1) (2)
Cash paid
—
—
(3.9)
5.4
0.7
(3.4)
(2.7)
19.3
(11.1)
(27.8)
15.5
155.8
(0.8)
(40.8)
Balance at December 31, 2020
$
— $
129.7 $
(1) Reserve adjustment represents the reversal of reserves for severance programs that are no longer active.
(2) Primarily represents to a favorable true-up related to a lease termination from a previous restructuring program.
44.4
19.3
(11.1)
(31.7)
20.9
156.5
(4.2)
(43.5)
129.7
These reserves are included in other current and noncurrent liabilities on the consolidated balance sheets.
Substantially all of the reserves are expected to be paid in the next 18 months primarily due to certain country
negotiations and regulations. We believe that the reserves are adequate.
Note 8. Inventories
We state all inventories at the lower of cost or net realizable value. We use the last-in, first-out (LIFO) method for
a portion of our inventories located in the continental U.S. Other inventories are valued by the first-in, first-out
(FIFO) method or the weighted average cost method.
Inventories at December 31 consisted of the following:
Finished products
Work in process
Raw materials and supplies
Total
Decrease to LIFO cost
Inventories
2020
2019
$
771.4 $
625.2
210.2
1,606.8
(28.7)
402.9
603.2
83.9
1,090.0
(39.3)
$
1,578.1 $
1,050.7
Inventories valued under the LIFO method comprised $233.6 million and $197.2 million of total inventories at
December 31, 2020 and 2019, respectively.
During the year ended December 31, 2018, we recognized $38.6 million of inventory write-offs in cost of sales
primarily related to the suspension of commercial activities for Imrestor.
2020 Form 10-K | 84
Note 9. Equity
Common Stock Offering
On January 22, 2020, we entered into an underwriting agreement in which we agreed to sell approximately
22.7 million shares of our common stock at a public offering price of $32.00 per share. In connection with the
offering, we granted the underwriters an option to purchase up to an additional 2.3 million shares, which was
exercised in full on January 23, 2020. As a result, we issued and sold a total of approximately 25.0 million shares of
our common stock for $767.5 million, after issuance costs.
Tangible Equity Unit (TEU) Offering
On January 22, 2020, we also completed our offering of 11 million, 5.00% TEUs. Total proceeds, net of issuance
costs, were $528.5 million. Each TEU, which has a stated amount of $50, is comprised of a prepaid stock purchase
contract (prepaid stock) and a senior amortizing note due February 1, 2023. Subsequent to issuance, each TEU
may be legally separated into the two components. The prepaid stock is considered a freestanding financial
instrument, indexed to Elanco common stock, and meets the conditions for equity classification.
The value allocated to the prepaid stock is reflected net of issuance costs in additional paid-in capital. The value
allocated to the senior amortizing notes is reflected in long-term debt on the consolidated balance sheet, with
payments expected in the next twelve months reflected in current portion of long-term debt. Issuance costs related
to the amortizing notes are reflected as a reduction of the carrying amount and will be amortized through the
maturity date using the effective interest rate method.
The proceeds from the issuance were allocated to equity and debt based on the relative fair value of the
respective components of each TEU as follows:
Fair value per unit
Gross proceeds
Less: Issuance costs
Net proceeds
Equity
Component
Debt
Component
Total
42.80 $
7.20 $
50.00
470.8 $
79.2 $
18.4
3.1
452.4 $
76.1 $
550.0
21.5
528.5
$
$
$
The senior amortizing notes have an aggregate principal amount of $79.2 million and bear interest at 2.75% per
year. On each February 1, May 1, August 1, and November 1 until the maturity date, we will pay equal quarterly
cash installments of $0.6250 per each amortizing note with an initial principal amount of $7.2007 (except for the first
installment payment of $0.6528 per amortizing note paid on May 1, 2020). Each installment constitutes a payment
of interest and partial payment of principal, and in the aggregate will be equivalent to 5.00% per year with respect to
the $50 stated amount per TEU.
Unless settled early at the holder’s or our election, each prepaid stock purchase contract will automatically settle
on February 1, 2023 (the mandatory settlement date) for a number of shares of common stock per contract based
on the average of the volume-weighted average trading prices during the 20 consecutive trading day period
beginning on, and including the 21st scheduled trading day immediately preceding February 1, 2023 (applicable
market value) with reference to the following settlement rates:
Applicable Market Value
Common Stock Issued
Equal to or greater than $38.40
1.3021 shares (minimum settlement rate)
Less than $38.40, but greater than $32.00
$50 divided by applicable market value
Less than or equal to $32.00
1.5625 (maximum settlement rate)
The prepaid stock purchase contracts are mandatorily convertible into a minimum of 14.3 million shares or a
maximum of 17.2 million shares of our common stock on the mandatory settlement date (unless redeemed by us or
settled earlier at the unit holder's option). The 14.3 million minimum shares are included in the calculation of basic
weighted average shares outstanding. The difference between the minimum and maximum shares represents
potentially dilutive securities, which are included in the calculation of diluted weighted average shares outstanding
on a pro rata basis to the extent that the average applicable market value is higher than $32.00 but is less than
$38.40 during the period.
Note 10. Debt
Long-term debt as of December 31 consisted of the following:
Term loan B credit facility
Term credit facility
3.912% Senior Notes due 2021
4.272% Senior Notes due 2023
4.900% Senior Notes due 2028
TEU amortizing notes
Other obligations
Unamortized debt issuance costs
Less current portion of long-term debt
Total long-term debt
Maturities on long-term debt consisted of the following:
As of and for the years ending December 31
2021
2022
2023
2024
2025
2026 and thereafter
Total obligations and commitments
Unamortized debt issuance costs and other obligations
Total debt
2020
2019
$
4,164.3 $
—
500.0
750.0
750.0
59.8
0.5
—
371.4
500.0
750.0
750.0
—
0.4
(97.7)
(16.8)
6,126.9
554.5
2,355.0
24.5
$
5,572.4 $
2,330.5
$
568.9
69.6
799.6
42.8
39.9
4,703.3
6,224.1
(97.2)
$
6,126.9
New Credit Facility
In connection with the acquisition of Bayer Animal Health, on August 1, 2020, we executed our previously
announced borrowing of $4,275.0 million under a term loan B credit facility, of which $4,164.3 million was
outstanding as of December 31, 2020. The term loan B facility bears interest at a floating rate of LIBOR plus 175
basis points over a seven-year term.
Simultaneously, we entered into a revolving credit facility providing up to $750.0 million (with incremental capacity
available if certain conditions are met) and maturing over a five-year term. The revolving credit facility bears interest
at LIBOR plus an applicable margin ranging between 1.50% and 2.25% per annum based on our corporate family
rating or corporate credit rating. We capitalized approximately $9.1 million of debt issuance costs associated with
our revolving credit facility, which is classified as other noncurrent assets on the consolidated balance sheet. In
2020, we drew down and subsequently repaid $450.0 million on the revolving credit facility to fund local country
asset purchases in connection with our acquisition of Bayer Animal Health subsidiaries. Pursuant to the stock and
asset purchase agreement, Bayer has reimbursed us for these purchases. In February 2021, we drew down $150.0
million on the revolving credit facility to fulfill working capital needs.
We have capitalized deferred financing costs of approximately $90.2 million, consisting of legal, accounting and
other fees relating to our new credit facility. Deferred financing costs are recorded as a contra-liability and presented
net against long-term debt on the consolidated balance sheet. Upon closing the acquisition of Bayer Animal Health
on August 1, 2020, we terminated our unused commitments and incurred approximately $13.8 million in fees, which
are included in other expense (income), net in the consolidated and combined statement of operations.
Proceeds from the equity and debt activities were used to finance the cash portion of our acquisition of Bayer
Animal Health and to pay related fees and expenses (see Note 6: Acquisitions and Divestitures for further
discussion). Subsequent to these borrowings, we have terminated all unused commitments to our lenders.
These senior secured first lien credit facilities are secured by a significant portion of our assets. They include two
financial maintenance covenants which are solely for the benefit of lenders under the revolving credit facility. There
are no financial maintenance covenants for the benefit of the term loan B facility. The lenders under the term loan B
facility have no enforcement rights with respect to the financial maintenance covenants for the revolving credit
facility.
The first financial maintenance covenant for the revolving credit facility requires us to maintain a net total leverage
ratio level (which is not subject to step-downs) as of the end of each quarter, beginning with the fiscal quarter ending
September 30, 2020. The required level of this covenant is based on closing date pro forma net leverage and pro
forma adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) not exceeding 7.71 to 1.00
of our pro forma adjusted EBITDA for the four fiscal quarters ended December 31, 2020.
The second financial maintenance covenant for the revolving credit facility requires us to maintain a ratio of pro
forma adjusted EBITDA to cash interest expense of no less than 2.00 to 1.00, tested as of the end of each fiscal
quarter, beginning with the fiscal quarter ended September 30, 2020. We were in compliance with all covenants
under the credit facility as of December 31, 2020.
2020 Form 10-K | 87
Debt Extinguishment
On January 31, 2020, we repaid indebtedness outstanding under our existing term loan facility. We paid
$372.4 million in cash, composed of $371.4 million of principal and $1.0 million of accrued interest, resulting in a
debt extinguishment loss of $0.8 million (recognized in interest expense, net of capitalized interest in the
consolidated and combined statement of operations for the year ended December 31, 2020), primarily related to the
write-off of deferred debt issuance costs.
On September 25, 2020, we made a repayment of principal of $100.0 million on the indebtedness outstanding
under our new term loan B facility. The repayment was accounted for as a partial debt extinguishment and resulted
in a debt extinguishment loss of $2.1 million (recognized in interest expense, net of capitalized interest in the
consolidated and combined statement of operations for the year ended December 31, 2020), primarily related to the
write-off of deferred debt issuance costs.
TEU Amortizing Notes
On January 22, 2020, we issued $550 million in TEUs. We offered 11 million, 5.00% TEUs at the stated amount of
$50 per unit, comprised of prepaid stock purchase contracts and a senior amortizing note due February 1, 2023 (the
mandatory settlement date). Total cash of $528.5 million was received, comprised of $452.4 million of prepaid stock
purchase contracts and $76.1 million of senior amortizing notes, net of issuance costs. We paid $20.9 million
representing partial payment of principal and interest on the TEU amortizing notes during the year ended
December 31, 2020. See Note 9: Equity for further information.
Note 11. Financial Instruments and Fair Value
Financial instruments that are potentially subject to credit risk consist principally of trade receivables. We evaluate
the creditworthiness of our customers on a regular basis, monitor economic conditions, and calculate allowances for
estimated credit losses on our trade receivables on a quarterly basis using an expected credit loss model. We
assess whether collectability is probable at the time of sale and on an ongoing basis. Collateral is generally not
required. The risk associated with this concentration is mitigated by our ongoing credit-review procedures.
A large portion of our cash is held by a few major financial institutions. We monitor the exposure with these
institutions and do not expect any of these institutions to fail to meet their obligations. All highly liquid investments
with a maturity of three months or less from the date of purchase are considered to be cash equivalents. The cost of
these investments approximates fair value. We also consider the carrying value of restricted cash balances to be
representative of its fair value.
As of December 31, 2020 and 2019, we had $33.4 million and $18.8 million, respectively, of investments included
in other noncurrent assets in our consolidated balance sheet. These include investments with readily determinable
fair values, investments without readily determinable fair values, and equity method investments. We recorded a net
unrealized gain related to our equity securities held during 2020 of $11.0 million. Unrealized net gains and losses in
2019 and 2018 were immaterial.
2020 Form 10-K | 88
The following table summarizes the fair value information at December 31, 2020 and 2019 for foreign exchange
contract assets (liabilities), contingent consideration liabilities, net investment hedge assets (liabilities) and cash flow
hedge assets (liabilities) measured at fair value on a recurring basis in the respective balance sheet line items, as
well as long-term debt (including TEU amortizing notes) for which fair value is disclosed on a recurring basis:
Financial statement line item
December 31, 2020
Prepaid expenses and other -
foreign exchange contracts not
designated as hedging
instruments
Other current liabilities - foreign
exchange contracts not
designated as hedging
instruments
Other noncurrent liabilities-
contingent consideration
Other noncurrent liabilities -
forward-starting interest rate
contracts designated as cash
flow hedges
Long-term debt - senior notes
(2,000.0)
TEU amortizing notes
Term loan B
December 31, 2019
(59.8)
(4,164.3)
Fair Value Measurements Using
Carrying
Amount
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value
$
35.8 $
— $
35.8 $
— $
35.8
(36.1)
(0.8)
(75.8)
—
—
—
—
—
—
(36.1)
—
(36.1)
—
(0.8)
(0.8)
(75.8)
(2,218.3)
(58.4)
(4,143.7)
—
—
—
—
(75.8)
(2,218.3)
(58.4)
(4,143.7)
Prepaid expenses and other -
foreign exchange contracts not
designated as hedging
instruments
Other current liabilities - foreign
exchange contracts not
designated as hedging
instruments
Other noncurrent liabilities-
contingent consideration
Other noncurrent assets - cross
currency interest rate contracts
designated as net investment
hedges
Long-term debt - senior notes
Long-term debt - term credit
facility (1)
$
0.8 $
— $
0.8 $
— $
0.8
(1.1)
(4.7)
2.3
(2,000.0)
(371.4)
—
—
—
—
—
(1.1)
—
(1.1)
—
(4.7)
(4.7)
2.3
(2,120.6)
(371.4)
—
—
—
2.3
(2,120.6)
(371.4)
(1) We consider the carrying value to be representative of its fair value because of the variable interest rate associated with this instrument.
We determine our Level 2 fair value measurements based on a market approach using quoted market values or
significant other observable inputs for identical or comparable assets or liabilities.
Contingent consideration liabilities as of December 31, 2020 and December 31, 2019 related to contingent
consideration associated with the acquisitions of Aratana and Prevtec during 2019. For Aratana, we will pay up to
$12 million in contingent value rights that are dependent on the achievement of a specified milestone as outlined in
the merger agreement. For Prevtec, based on the terms of the purchase agreement, we will pay up to $16.3 million
contingent upon the achievement of specific Coliprotec sales milestones by December 31, 2021. The fair value of
both contingent consideration liabilities was estimated using the Monte Carlo simulation model and Level 3 inputs
including historical revenue, discount rate, asset volatility, and revenue volatility. During the year ended
2020 Form 10-K | 89
December 31, 2020, primarily as a result of a decrease in forecasted revenues related to Coliprotec, we decreased
the fair value of the contingent consideration liability associated with the Prevtec acquisition by $3.9 million, and
recognized the gain in other expense (income), net in the consolidated and combined statement of operations. See
Note 6: Acquisitions and Divestitures for further discussion.
Derivative Instruments and Hedging Activities
We are exposed to market risks, such as changes in foreign currency exchange rates and interest rates. To
manage the volatility related to these exposures, we have entered into various derivative transactions. We formally
assess, designate and document, as a hedge of an underlying exposure, each qualifying derivative instrument that
will be accounted for as an accounting hedge at inception. Additionally, we assess, both at inception and at least
quarterly thereafter, whether the financial instruments used in the hedging transaction are effective at offsetting
changes in either the fair values or cash flows of the underlying exposures.
Derivatives Not Designated as Hedges
We may enter into foreign exchange forward or option contracts to reduce the effect of fluctuating currency
exchange rates. These derivative financial instruments primarily offset exposures in the British pound, Canadian
dollar, Euro, Japanese yen, Swiss franc (CHF), and Chinese renminbi. Foreign currency derivatives used for
hedging are put in place using the same or like currencies and duration as the underlying exposures and are
recorded at fair value with the gain or loss recognized in other expense (income), net in the consolidated and
combined statements of operations. Forward contracts generally have maturities not exceeding 12 months. At
December 31, 2020 and December 31, 2019, we had outstanding foreign exchange contracts with aggregate
notional amounts of $1,391.3 million and $861.2 million, respectively.
The amount of net gain/(loss) on derivative instruments not designated as hedging instruments, recorded in other
expense (income), net are as follows:
Foreign exchange forward contracts (1)
$
(4.0) $
(4.5) $
7.9
(1) These amounts were substantially offset in other expense (income), net by the effect of changing exchange rates on the underlying foreign
For the Year Ended December 31,
2020
2019
2018
currency exposures.
Derivatives Designated as Hedges
In October 2018, as a means of mitigating the impact of currency fluctuations on our operations in Switzerland,
we entered into a five-year cross-currency fixed interest rate swap with a 750 million CHF notional amount, which
was designated as a net investment hedge (NIH) against CHF denominated assets (the fair value of which was
estimated based on quoted market values of similar hedges and was classified as Level 2). During the year ended
December 31, 2020, we fully liquidated our cross currency interest rate swaps for a cash benefit of $35.1 million
(including $2.4 million in interest). Notwithstanding settlement, gains and losses within accumulated other
comprehensive income (loss) will remain in accumulated other comprehensive income (loss) until either the sale or
substantial liquidation of the hedged subsidiary.
Gains on the NIH, recognized within interest expense, net of capitalized interest, are as follows:
Cross-currency interest rate swap contracts
$
6.2 $
25.1 $
5.6
For the Year Ended December 31,
2020
2019
2018
2020 Form 10-K | 90
Over the life of the derivative, gains or losses due to spot rate fluctuations were recorded in cumulative translation
adjustment in other comprehensive income (loss). The amounts of net gains on interest rate swap contracts,
recorded, net of tax, in accumulated other comprehensive income (loss), are as follows:
For the Year Ended December 31,
2020
2019
2018
Cross-currency interest rate swap contracts
$
24.0 $
7.7 $
(5.9)
Separately, in March 2020, as a means of mitigating variability in cash flows associated with the anticipated term
loan B issuance, we executed forward-starting interest rate swaps with a $4.05 billion notional amount, which are
designated as cash flow hedges and have maturity dates ranging between 2022 and 2025. These instruments
effectively convert floating-rate debt to fixed-rate debt. The cash flow hedges are recorded at fair value on our
consolidated balance sheet, while changes in the fair value of the hedge are recognized in other comprehensive
income (loss). Fair value is estimated based on quoted market values of similar hedges and is classified as Level 2.
Amounts recorded in accumulated other comprehensive income (loss) will be recognized in earnings in interest
expense, net of capitalized interest when the hedged transaction affects earnings (i.e., when interest payments are
accrued on the term loan B). During the year ended December 31, 2020, we recorded a loss of $60.4 million (net of
tax benefit of $15.4 million), on the cash flow hedges in other comprehensive income (loss). Over the next 12
months we expect to reclassify $28.5 million from accumulated other comprehensive income (loss) to interest
expense, net of capitalized interest due to the amortization of net losses on the interest rate swaps. During the year
ended December 31, 2020, we reclassified $7.0 million of net losses into interest expense.
Note 12. Goodwill and Intangibles
Goodwill
Goodwill was $6.2 billion and $3.0 billion as of December 31, 2020 and 2019. Goodwill results from excess
consideration in a business combination over the fair value of identifiable net assets acquired. Goodwill is not
amortized but is reviewed for impairment at least annually and when impairment indicators are present. Goodwill
may be impaired if the carrying amount of a reporting unit exceeds the fair value of that reporting unit, calculated as
based on discounted cash flows. An impairment charge would be recorded for the excess, if any, of the reporting
unit's carrying amount over its fair value, but not to exceed the total amount of goodwill allocated to the reporting
unit. The estimated fair value is based on a number of assumptions, including current market capitalization as
corroboration of fair value. See Note 6: Acquisitions and Divestitures for further discussion of goodwill resulting from
recent business combinations and changes in the carrying amount of goodwill.
The following table summarizes the changes in the carrying amount of goodwill during the period:
Balance as of December 31, 2019
Aratana measurement period adjustments
Additions related to the Bayer Animal Health acquisition
Foreign currency translation adjustments
Balance as of December 31, 2020
$
2,989.6
19.9
2,921.6
293.7
$
6,224.8
No impairments occurred with respect to the carrying value of goodwill for the years ended December 31, 2020,
2019 and 2018.
2020 Form 10-K | 91
Other Intangibles
The components of intangible assets other than goodwill at December 31 were as follows:
Description
Finite-lived intangible assets:
Marketed products
Software
Other
Total finite-lived intangible
assets
Indefinite-lived intangible
assets:
Acquired in-process research
and development
2020
2019
Carrying
Amount,
Gross
Accumulated
Amortization
Carrying
Amount, Net
Carrying
Amount,
Gross
Accumulated
Amortization
Carrying
Amount, Net
$ 7,393.7 $
346.3
61.8
(1,342.1) $ 6,051.6 $ 3,302.7 $
238.3
22.4
(108.0)
(39.4)
159.2
58.3
(980.6) $ 2,322.1
87.0
24.3
(72.2)
(34.0)
7,801.8
(1,489.5)
6,312.3
3,520.2
(1,086.8)
2,433.4
75.0
—
75.0
49.4
—
49.4
Other intangibles
$ 7,876.8 $
(1,489.5) $ 6,387.3 $ 3,569.6 $
(1,086.8) $ 2,482.8
Marketed products consist of the amortized cost of the rights to assets acquired in business combinations and
approved for marketing in a significant global jurisdiction. For transactions other than a business combination, we
capitalize milestone payments incurred at or after the product has obtained regulatory approval for marketing.
Software consists of certain costs incurred in connection with obtaining or developing internal-use software,
including payroll and payroll-related costs for employees directly associated with the internal-use software projects
and direct costs of external resources. These costs include software classified as "in process" until the project is
substantially complete and the software is ready for its intended purpose, at which point the costs are amortized on
a straight-line basis over the estimated useful life. Depreciation expense includes $35.0 million in 2020,
$20.4 million in 2019, and $18.4 million in 2018 for amortization of software.
Other finite-lived intangibles consist primarily of the amortized cost of licensed platform technologies that have
alternative future uses in research and development, manufacturing technologies and customer relationships from
business combinations. Acquired IPR&D consists of the related costs capitalized, adjusted for subsequent
impairments, if any. The costs of acquired IPR&D projects acquired directly in a transaction other than a business
combination are capitalized if the projects have an alternative future use; otherwise, they are expensed immediately.
The fair values of acquired IPR&D projects acquired in business combinations are capitalized as other intangible
assets.
Several methods may be used to determine the estimated fair value of marketed products, IPR&D, and other
finite-lived intangibles acquired in a business combination. We utilize the "income method" for these intangibles.
This method is a Level 3 fair value measurement and applies a probability weighting that considers the risk of
development and commercialization to the estimated future net cash flows that are derived from projected revenues
and estimated costs. These projections are based on factors such as relevant market size, patent protection,
historical pricing of similar products and expected industry trends. The estimated future net cash flows are then
discounted to the present value using an appropriate discount rate. This analysis is performed for each group of
assets independently. The acquired IPR&D assets are treated as indefinite-lived intangible assets until completion
or abandonment of the projects, at which time the assets are tested for impairment and amortized over the
remaining useful life or written off, as appropriate.
During 2020, we added approximately $65.0 million of IPR&D and $3,950.0 million of marketed products as a
result of the Bayer Animal Health acquisition. See Note 6: Acquisitions and Divestitures for further discussion of
intangible assets acquired in recent business combinations.
Indefinite-lived intangible assets are reviewed for impairment at least annually and when impairment indicators
are present. The fair value of the indefinite lived intangible assets (acquired IPR&D) is estimated using the same
assumptions as used for goodwill and by applying a probability weighting that reflects the risk of development and
commercialization to the estimated future net cash flows that are derived from projected revenues and estimated
2020 Form 10-K | 92
costs. Finite-lived intangible assets are reviewed for impairment when an indicator of impairment is present. We
compare the carrying amounts of the assets with the estimated undiscounted future cash flows. In the event the
carrying amount exceeds the undiscounted cash flows, an impairment charge is recorded for the amount by which
the carrying amount of the asset exceeds the estimated fair value, which is determined based on discounted future
cash flows.
During 2020, we recorded impairment charges of $17.5 million (comprised of $9.3 million impairment of acquired
IPR&D and $8.2 million impairment of marketed products) which are included in asset impairment, restructuring and
other special charges in the consolidated and combined statements of operations. The impairment to acquired
IPR&D related to reassessments of geographic viability and project priority, which was partially prompted by the
addition of the Bayer Animal Health IPR&D pipeline. The impairment of marketed products related to adjustments
made to record assets classified as held for sale at the lower of their carrying amounts or fair values less costs to
sell.
During 2019, we recorded impairment charges of $11.4 million primarily related to indefinite-lived intangible assets
which are included in asset impairment, restructuring and other special charges on the consolidated and combined
statements of operations. The impairment of indefinite-lived intangible assets primarily related to product
rationalization.
During 2018, we recorded impairment charges of $22.5 million (comprised of $9.5 million impairment of finite-lived
intangible assets and $13.0 million impairment of indefinite-lived intangible assets) which are included in asset
impairment, restructuring and other special charges on the consolidated and combined statements of operations.
The impairment of finite-lived intangible assets primarily related to competitive pressures for a certain marketed
product resulting in a reduction of projected cash flows. The impairment of indefinite-lived intangible assets primarily
related to revised projections of fair value due to competitive pressures and to a lesser extent product
rationalization.
Intangible assets with finite lives are capitalized and are amortized over their estimated useful lives, ranging from
3 to 20 years. As of December 31, 2020, the remaining weighted-average amortization periods for finite-lived
intangible assets are as follows:
Marketed products
Software
Other
Weighted
Average Life
(Years)
11
4
8
The estimated amortization expense for each of the next five years associated with our finite-lived intangible
assets as of December 31, 2020 is as follows:
Estimated amortization expense
Note 13. Property and Equipment
2021
2023
$ 586.5 $ 585.8 $ 585.5 $ 581.0 $ 563.2
2022
2024
2025
Property and equipment is stated on the basis of cost. Provisions for depreciation of buildings and equipment are
computed generally by the straight-line method at rates based on their estimated useful lives (12 to 50 years for
buildings and 3 to 25 years for equipment). We review the carrying value of long-lived assets for potential
impairment on a periodic basis and whenever events or changes in circumstances indicate the carrying value of an
asset may not be recoverable. Impairment is determined by comparing projected undiscounted cash flows to be
generated by the asset to its carrying value. If an impairment is identified, a loss is recorded equal to the excess of
the asset's net book value over its fair value utilizing a discounted cash flow analysis, and the cost basis is adjusted.
2020 Form 10-K | 93
At December 31, property and equipment consisted of the following:
Land
Buildings
Equipment
Construction in progress
Finance lease asset
Less accumulated depreciation
Property and equipment, net
2020
2019
$
46.0 $
756.0
1,360.6
191.0
0.6
2,354.2
(1,037.9)
1,316.3 $
$
28.3
608.5
1,109.4
139.1
0.5
1,885.8
(930.5)
955.3
Depreciation expense related to property and equipment was as follows:
Depreciation expense
Note 14. Leases
2020
2019
2018
$
122.0 $
93.7 $
81.3
We determine if an arrangement is a lease at inception. We have operating leases for corporate offices, research
and development facilities, vehicles, and equipment. Our leases have remaining lease terms of one to 15 years,
some of which have options to extend or terminate the leases. Finance leases are included in property and
equipment, current portion of long-term debt, and long-term debt in our consolidated balance sheet. Finance leases
are not material to our consolidated and combined statements of operations, consolidated balance sheet, or
consolidated and combined statement of cash flows. Beginning January 1, 2019, operating leases are included in
noncurrent assets, other current liabilities, and other noncurrent liabilities in our consolidated balance sheet.
Right-of-use assets included in noncurrent assets represent our right to use an underlying asset for the lease term
and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and
operating lease liabilities are recognized at commencement date based on the present value of lease payments
over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate
based on the information available at commencement date in determining the present value of lease payments. We
use the implicit rate if it is readily determinable. The right-of-use asset also includes any lease payments made and
excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is
reasonably certain and there is a significant economic incentive to exercise that option.
Operating lease expense for right-of-use assets is recognized on a straight-line basis over the lease term.
Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances
occurring after the commencement date other than the passage of time, are expensed in the period in which the
obligation for these payments was incurred.
We elected not to apply the recognition requirements of ASC 842, Leases, to short-term leases, which are
deemed to be leases with a lease term of 12 months or less. Instead, we recognize lease payments in the
consolidated and combined statements of operations on a straight-line basis over the lease term and variable
payments in the period in which the obligation for these payments are incurred. We elected this policy for all classes
of underlying assets. We elected not to apply the practical expedient related to the separation of lease and non-
lease components or the practical expedient which allows entities to use hindsight when determining lease term.
2020 Form 10-K | 94
The impact of operating leases to our consolidated and combined financial statements for the years ended
December 31, was as follows:
Lease cost
Operating lease cost
Short-term lease cost
Variable lease cost
Total lease cost (1)
Other information
Operating cash outflows from operating leases
Right-of-use assets obtained in exchange for new operating lease liabilities (2)
Weighted-average remaining lease term - operating leases
Weighted-average discount rate - operating leases
(1) Rental expense for all leases was $47.5 million for the year ended December 31, 2018.
2020
2019
$
38.4
$
1.2
2.8
42.4
$
35.9
$
138.2
$
$
26.1
0.5
2.5
29.1
24.0
20.1
8.2 years
5.1 years
3.8 %
3.6 %
(2)
Includes approximately $15.7 million of right-of-use assets acquired in the Bayer Animal Health acquisition.
Supplemental balance sheet information related to our operating leases is as follows:
Asset/Liability
Right-of-use assets
Current operating lease liabilities
Non-current operating lease
liabilities
Balance Sheet Classification
Other noncurrent assets
Other current liabilities
Other noncurrent liabilities
December 31,
2020
December 31,
2019
$
187.1 $
37.0
151.4
85.0
23.7
61.7
As of December 31, 2020, the annual minimum lease payments of our operating lease liabilities were as follows:
2021
2022
2023
2024
2025
2026 and thereafter
Total lease payments
Less imputed interest
Total
Australia Sale-Leaseback
$
$
43.5
35.6
26.5
18.9
16.7
83.4
224.6
(36.2)
188.4
On June 26, 2020, our wholly-owned subsidiary, Elanco Australasia PTY LTD, sold land and an R&D facility
located in New South Wales, Australia, for aggregate proceeds of $55.1 million, and leased the property back for an
initial term of 15 years through a sale-leaseback transaction. Under the terms of the purchase and sale agreement,
we determined that control of the assets was relinquished to the buyer-lessor. Therefore, we recognized a pre-tax
gain on the sale of $45.6 million in other expense (income), net in the consolidated and combined statement of
operations during the year ended December 31, 2020. Operating lease right-of-use assets and liabilities include the
present value of $27.8 million for the associated lease payments, which are presented in other noncurrent assets
and other noncurrent liabilities and other current liabilities on the consolidated balance sheet.
Note 15. Stock-Based Compensation
Elanco Stock Compensation Plans
The 2018 Elanco Stock Plan (Plan) provides long-term incentives to attract, motivate and retain employees and
non-employee directors. The types of stock-based awards available include, but are not limited to, restricted stock
units (RSUs), performance-based awards (PAs), and stock options. Our practices and policies specify that stock-
based compensation awards are approved by the Compensation Committee of the Board of Directors. The Plan
initially authorized the issuance of up to 5.5 million common shares (subject to adjustments for certain events).
Pursuant to the terms of the Plan, an additional 5.5 million common shares became automatically available for all
awards upon completion of the Separation. The total number of shares authorized for stock-based compensation
awards is 11 million as of December 31, 2020.
Stock-Based Compensation Expense
Components of stock-based compensation expense and related tax benefit for the years ended December 31
were as follows:
Stock-based compensation expense (1)
Related tax benefit
(1)
Includes the impact of estimated forfeitures
Restricted Stock Units
2020
2019
2018
$
47.7 $
(8.1)
40.7 $
(9.8)
1.8
(0.4)
RSUs are granted to certain employees and are settled in shares of our common stock. RSU shares are
accounted for at fair value based upon the closing stock price on the date of the grant. The corresponding expense
is amortized over the vesting period, typically three years. The number of shares ultimately issued for the RSU
program remains constant with the exception of forfeitures.
RSUs granted to employees for the years ended December 31 were as follows:
(Units in millions)
Granted units
Weighted-average fair value
2020
2019
2018
1.3
27.44 $
2.9
31.22 $
0.2
31.09
$
Changes in the nonvested portion of RSUs for 2020 are summarized below:
(Shares in millions)
Nonvested units at January 1, 2020
Granted
Vested
Forfeited
Nonvested units at December 31, 2020
Shares
Weighted-
Average Grant
Date Fair Value
2.2 $
1.3
(1.0)
(0.1)
2.4
30.42
27.44
30.64
30.01
28.90
The fair market value of RSUs vesting in 2020 and 2019 was $32.5 million and $23.4 million, respectively. No
RSUs vested in 2018.
As of December 31, 2020 the total remaining unrecognized stock-based compensation expense related to
nonvested RSUs was $28.2 million, which is expected to be amortized over a weighted-average remaining requisite
service period of 19 months.
2020 Form 10-K | 96
Performance-Based Awards
PAs, which are granted to eligible officers and management, represent the right to receive a share of our common
stock and are subject to forfeiture until restrictions lapse (including continued employment through the end of the
vesting period and achievement of certain pre-established metrics). Payouts can vary depending on achievement.
PA shares are accounted for at fair value based upon the closing stock price on the date of grant and fully vest at
the end of the measurement period. Stock-based compensation expense for PAs is recognized only if it is deemed
probable that the performance condition will be achieved.
PA activity during the year ended December 31, 2020 is summarized below:
(Shares in millions)
Nonvested awards at January 1, 2020
Granted
Vested
Forfeited
Nonvested awards at December 31, 2020
Shares
Weighted-
Average Grant
Date Fair Value
0.8 $
0.5
(0.1)
—
1.2
25.75
27.78
25.93
—
26.63
The fair market value of PAs vesting in 2020 was $1.6 million. No PAs vested in 2019 and 2018.
As of December 31, 2020, the total remaining unrecognized stock-based compensation expense related to
nonvested PAs was $9.5 million, which is expected to be amortized over a weighted-average remaining requisite
service period of 12 months.
Stock Option Program
Stock options represent the right to purchase shares of our common stock within a specified period of time at a
specified price. The exercise price for a stock option will be not less than 100% of the fair market value of the
common stock on the date of the grant.
We account for our employee stock options under the fair value method of accounting using a Black-Scholes-
Merton valuation model to measure stock option expense at the date of grant. The corresponding expense is
generally amortized on a straight-line basis over the vesting term.
Stock options were granted in 2018 to our officers, management and board members at exercise prices equal to
the fair market value of our stock at the date of the grant. Options fully vest 3 years from the grant date and have a
term of 10 years. No stock options were granted in 2020 and 2019.
The Black-Scholes-Merton model incorporates a number of valuation assumptions, which are noted in the
following table, shown at their weighted-average values for the year ended December 31:
Expected dividend yield(1)
Risk-free interest rate(2)
Expected stock price volatility(3)
Expected term(4) (years)
2018
0.70 %
3.07 %
28.25 %
6.5
(1) Determined using the expected quarterly dividend divided by the available three-month average stock price as of the valuation date,
annualized and continuously compounded.
(2) Determined using the term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded
(3) Determined using a leverage-adjusted historical volatility of peer companies
(4) Determined using SEC safe harbor approach, based on a 3-year cliff vesting schedule and 10-year contractual term.
2020 Form 10-K | 97
Stock option activity during the year ended December 31, 2020 is summarized below:
(Shares in millions)
Outstanding at January 1, 2020
Granted
Exercised
Forfeited or expired
Outstanding at December 31, 2020
Exercisable at December 31, 2020
Shares of
Common Stock
Attributable to
Options
Weighted-
Average
Exercise Price of
Options
0.3 $
31.61
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic Value(1)
—
—
—
0.3 $
—
—
—
—
31.61
—
7.8 $
—
—
—
(1) Market price of underlying Elanco common stock less exercise price. Options do not have an intrinsic value unless the market price exceeds
the exercise price.
As of December 31, 2020, there was approximately $1.1 million of unrecognized compensation costs related to
nonvested stock options, which is expected to amortize over an expected remaining weighted-average period of 11
months.
The following table summarizes data related to our stock option activity:
Weighted-average grant date fair value per stock option
Aggregate intrinsic value on exercise
Cash received upon exercise
Treatment of Lilly Equity Awards
2019
2018
$
— $
10.21
0.10
1.9
—
—
Prior to the Separation, our employees participated in Lilly stock-based compensation plans, the cost of which
was allocated to us and recorded in costs of sales, research and development, and marketing, selling and
administrative expense in the consolidated and combined statements of operations. The cost of such plans related
to our employees was $0.0 million, $5.1 million and $26.0 million for the years ended December 31, 2020, 2019 and
2018, respectively.
Following the IPO and until completion of the exchange offer, the equity awards previously granted to our
employees by Lilly continued to vest with Elanco service counting toward the Lilly award's vesting provisions. On
March 11, 2019, Elanco completed the exchange offer whereby Lilly disposed of all of its shares of Elanco common
stock owned by Lilly. As a result, our employees' unvested Lilly equity awards were forfeited and replaced with
Elanco RSUs (replacement awards), which were equivalent in value and vest on the same date as their forfeited
Lilly equity awards. These replacement awards are included in the RSU activity described above.
Note 16. Income Taxes
Our income taxes for the year ended December 31, 2020 and 2019 reflect the results on a standalone basis
independent of Lilly, except for the period during which we were included in a combined tax return until full
separation. In the jurisdictions in which we were included in a combined tax return, our income taxes were
determined based on the tax matters agreement between us and Lilly. Prior to the Separation, the income tax
expense included in these financial statements has been calculated using the separate return basis as if Elanco
filed separate tax returns.
2020 Form 10-K | 98
We are included in Lilly's U.S. tax examinations by the Internal Revenue Service through the full separation date
of March 11, 2019. Pursuant to the tax matters agreement we executed with Lilly in connection with the IPO, the
potential liabilities or potential refunds attributable to pre-IPO periods in which Elanco was included in a Lilly
consolidated or combined tax return remain with Lilly. The U.S. examination of tax years 2016 - 2018 began in the
fourth quarter of 2019 and remains ongoing; therefore, the resolution of this audit period will likely extend beyond
the next 12 months. Certain matters of Lilly’s U.S. examination of tax years 2013 - 2015 settled in 2019 and the
resulting adjustments did not require any cash tax payments by Elanco.
Deferred taxes are recognized for the future tax effects of temporary differences between financial and income tax
reporting based on enacted tax laws and rates. We recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial statements from such a position are
measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
resolution.
Following is the composition of income (loss) before income tax expense (benefit):
Federal
Foreign
Income (loss) before income taxes
Following is the composition of income tax expense (benefit):
Current:
Federal
Foreign
State
Total current tax expense
Deferred:
Federal
Foreign
State
Total deferred tax expense (benefit)
Income tax expense (benefit)
2020
2019
2018
(495.0) $
55.5 $
(177.0)
22.7
(672.0) $
78.2 $
12.2
101.9
114.1
2020
2019
2018
(36.0) $
55.6
(6.7)
12.9
(8.0)
(124.7)
7.9
(124.8)
(111.9) $
(5.5) $
13.4
2.3
10.2
14.5
(7.5)
(6.9)
0.1
10.3 $
45.1
45.5
(2.3)
88.3
(56.8)
(5.6)
1.7
(60.7)
27.6
$
$
$
$
2020 Form 10-K | 99
Significant components of our deferred tax assets and liabilities as of December 31 are as follows:
Deferred tax assets:
Compensation and benefits
Accruals and reserves
Tax credit carryovers
Tax loss carryovers
Inventories
Restructuring and other reserves
Operating lease liabilities
Other
Total gross deferred tax assets
Valuation allowances
Total deferred tax assets
Deferred tax liabilities:
Right-of-use assets
Intangibles
Property and equipment
Other
Total deferred tax liabilities
Deferred tax liabilities - net
2020
2019
$
68.5 $
88.7
33.9
168.4
18.5
32.8
48.4
24.9
484.1
(94.4)
389.7
(48.4)
(1,043.6)
(114.8)
—
(1,206.8)
$
(817.1) $
25.3
13.7
12.8
69.5
20.1
24.6
20.5
2.3
188.8
(32.7)
156.1
(20.5)
(134.5)
(56.4)
(0.6)
(212.0)
(55.9)
The deferred tax assets and related valuation allowance amounts for U.S. federal and state net operating losses
and tax credits shown above have been adjusted for differences between financial reporting and tax return filings.
At December 31, 2020, we have tax credit carryovers of $33.9 million available to reduce future income taxes.
The amount is comprised of foreign, U.S. federal and state credits. The foreign credits total $6.5 million and if
unused, will begin to expire in 2036. The U.S. federal credits total $19.6 million and if unused, will begin to expire in
2030. The state credits total $7.8 million and if unused, will begin to expire in 2021. The U.S. federal credits are
subject to a partial valuation allowance and state credits are subject to a full valuation allowance.
At December 31, 2020, we have net operating loss carryovers and other carryovers for foreign, U.S. federal and
state income tax purposes of $168.4 million: $50.4 million will expire between 2021 and 2042; and $118.0 million of
the carryovers have an indefinite carryforward period. Net operating losses and other carryovers for foreign and
state income tax purposes are subject to a partial valuation allowance.
The movements in the valuation allowance are as follows:
January 1
Increase
Release
December 31
2020
2019
$
$
(32.7) $
(74.9)
13.2
(94.4) $
(21.4)
(23.2)
11.9
(32.7)
The increase in the valuation allowance during 2020 is primarily attributable to the realizability of U.S. federal and
state deferred tax assets as a result of U.S. pre-tax losses.
Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States because it
is expected that these earnings will be reinvested indefinitely. For the amount considered to be indefinitely
reinvested, it is not practicable to determine the amount of the related deferred income tax liability due to the
complexities in the tax laws and assumptions we would have to make. Deferred taxes, including U.S. or foreign
2020 Form 10-K | 100
withholding taxes, would be provided when we no longer consider our subsidiary earnings to be permanently
invested, such as in situations where our subsidiaries plan to make future dividend distributions.
In accordance with the 2017 Tax Act, we treat taxes due on future Global Intangible Low-Taxed Income (GILTI)
inclusions in U.S. taxable income as a current period expense when incurred.
Cash payments of income taxes were as follows:
Cash payments of income taxes
$
97.0 $
42.5 $
26.9
2020
2019
2018
The following is a reconciliation of the income tax expense (benefit) applying the U.S. federal statutory rate to
income before income taxes to reported income tax expense:
Income tax expense (benefit) at the U.S. federal statutory tax rate $
Add (deduct):
Taxation of international operations
State taxes
Income tax credits
Non-deductible employee compensation
IPO and separation costs
Other permanent adjustments
Change in uncertain tax positions
Change in valuation allowance
Income tax expense (benefit)
$
2020
2019
2018
(141.1) $
16.4 $
24.0
(14.6)
(10.0)
(23.6)
0.3
—
17.9
(7.2)
66.4
(111.9) $
20.7
2.9
(9.8)
4.2
—
(4.2)
(14.7)
(5.2)
10.3 $
20.5
4.4
(17.3)
(1.9)
2.3
(1.0)
(1.7)
(1.7)
27.6
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Beginning balance at January 1
Adjustments related to Separation
Adjusted beginning balance at January 1
Additions based on tax positions related to the current year
Changes for tax positions of prior years
Settlements
Changes related to the impact of foreign currency translation
Ending balance at December 31
$
$
2020
2019
2018
8.2 $
—
8.2
0.1
(2.1)
(3.6)
(0.1)
2.5 $
14.7 $
(2.2)
12.5
1.3
(1.2)
(4.3)
(0.1)
8.2 $
29.6
(17.6)
12.0
2.2
4.0
(3.0)
(0.5)
14.7
The total amount of unrecognized tax benefits that, if recognized, would affect tax expense was $2.5 million and
$8.2 million at December 31, 2020 and 2019, respectively. Adjustments related to the Separation represent
unrecognized tax benefits assumed by Lilly in the Separation and have no impact on income tax expense in the
consolidated and combined financial statements.
We file income tax returns in the U.S. federal jurisdiction and various state, local and non-U.S. jurisdictions. Prior
to full separation, certain of these income tax returns were filed on a consolidated or combined basis with Lilly.
We recognize both accrued interest and penalties related to unrecognized tax benefits in income tax benefit. We
recognized income tax benefit related to interest and penalties as follows:
Income tax benefit
2020
2019
2018
$
(1.7) $
(10.6) $
(2.5)
At December 31, 2020 and 2019, our accruals for the payment of interest and penalties totaled $1.3 million and
$3.0 million, respectively.
2020 Form 10-K | 101
Note 17. Commitments and Contingencies
Legal matters
On May 20, 2020, a shareholder class action lawsuit captioned Hunter v. Elanco Animal Health Inc., et al. was
filed in the United States District Court for the Southern District of Indiana (the Court) against Elanco, Jeffrey
Simmons and Todd Young. On September 3, 2020, the Court appointed a lead plaintiff, and on November 9, 2020,
the lead plaintiff filed an amended complaint. The lawsuit alleges, in part, that Elanco and certain of its executives
made materially false and/or misleading statements and/or failed to disclose certain facts about Elanco’s supply
chain, inventory, revenue and projections. The lawsuit seeks unspecified monetary damages and purports to
represent purchasers of Elanco securities between September 30, 2018 and May 6, 2020, and purchasers of
Elanco common stock issued in connection with Elanco's acquisition of Aratana Therapeutics, Inc. We filed a motion
to dismiss on January 13, 2021. The timing of the Court's decision is uncertain. We believe the claims made in the
case are meritless, and we intend to vigorously defend our position. The process of resolving these matters is
inherently uncertain and may develop over an extended period of time; therefore, at this time, the ultimate resolution
cannot be predicted.
On October 16, 2020, a shareholder class action lawsuit captioned Safron Capital Corporation v. Elanco Animal
Health Inc., et al. was filed in the Marion Superior Court of Indiana against Elanco, certain executives, and other
individuals. On December 23, 2020, the plaintiffs filed an amended complaint adding an additional plaintiff. The
lawsuit alleges, in part, that Elanco and certain of its executives made materially false and/or misleading statements
and/or failed to disclose certain facts about Elanco’s relationships with third party distributors and revenue
attributable to those distributors within the registration statement on Form S-3/ASR dated January 21, 2020 and
accompanying prospectus filed in connection with Elanco’s public offering which closed on or about January 27,
2020. The lawsuit seeks unspecified monetary damages and purports to represent purchasers of Elanco common
stock or 5.00% TEUs issued in connection with the public offering. This case is currently stayed in deference to
Hunter v. Elanco Animal Health Inc. We believe the claims made in the case are meritless, and we intend to
vigorously defend our position. The process of resolving these matters is inherently uncertain and may develop over
an extended period of time; therefore, at this time, the ultimate resolution cannot be predicted.
We are party to various other legal actions in the normal course of business. In determining whether a pending
matter is significant for financial reporting and disclosure purposes, we consider both quantitative and qualitative
factors in order to assess materiality. We accrue for certain liability claims to the extent that it is probable we will
incur a loss and we can formulate a reasonable estimate of the costs. As of December 31, 2020 and 2019, we had
no material liabilities established related to litigation as there were no significant claims which were probable and
estimable. We have not historically had any significant litigation expense and are not currently subject to a
significant claim other than the lawsuits noted above.
Note 18. Geographic Information
We operate as a single operating segment engaged in the development, manufacturing, marketing and sales of
animal health products worldwide for both farm animals and pets. Consistent with our operational structure, our
President and Chief Executive Officer (CEO), as the chief operating decision maker, makes resource allocation and
business process decisions globally across our consolidated business. Strategic decisions are managed globally
with global functional leaders responsible for determining significant costs/investments and with regional leaders
responsible for overseeing the execution of the global strategy. Our global research and development organization
is responsible for development of new products. Our manufacturing organization is responsible for the
manufacturing and supply of products and for the optimization of our supply chain. Regional leaders are responsible
for the distribution and sale of our products and for local direct costs. The business is also supported by global
corporate staff functions. Managing and allocating resources at the global corporate level enables our CEO to
assess the overall level of resources available and how to best deploy these resources across functions, product
types, regional commercial organizations and research and development projects in line with our overarching long-
term corporate-wide strategic goals, rather than on a product or geographic basis. Consistent with this decision-
making process, our CEO uses consolidated, single-segment financial information for purposes of evaluating
performance, allocating resources, setting incentive compensation targets, as well as forecasting future period
financial results.
2020 Form 10-K | 102
Our products include Rumensin, Optaflexx, Denagard, Tylan, Maxiban, Baycox, Cydectin and other products for
livestock and poultry, as well as Trifexis, Interceptor Plus, Comfortis, Galliprant, Seresto, Advantage, Advantix,
Advocate (collectively referred to as the Advantage Family) and other products for pets.
We have a single customer that accounted for 11.0%, 12.9% and 11.9% of revenue for the years ended
December 31, 2020, 2019 and 2018, respectively. The product sales resulted in accounts receivable with this
customer of $87.4 million and $90.5 million as of December 31, 2020 and 2019, respectively.
We are exposed to the risk of changes in social, political and economic conditions inherent in foreign operations
and our results of operations and the value of our foreign assets are affected by fluctuations in foreign currency
exchange rates.
Selected geographic area information was as follows:
Revenue — to unaffiliated customers(1):
United States
International
Revenue
2020
2019
2018
$
$
1,475.6 $
1,524.7 $
1,797.7
1,546.3
3,273.3 $
3,071.0 $
1,483.2
1,583.6
3,066.8
Long-lived assets(2):
United States
Germany
United Kingdom
Other foreign countries
Long-lived assets
December 31,
2020
December 31,
2019
$
955.4 $
280.5
198.4
317.0
709.8
39.7
192.6
205.0
$
1,751.3 $
1,147.1
(1) Revenue is attributed to the countries based on the location of the customer.
(2) Long-lived assets consist of property and equipment, net, and certain noncurrent assets, including right-of-use assets.
Note 19. Retirement Benefits
Pension Plans
There are certain defined benefit pension plans that our employees participate in that are either dedicated to our
employees or where the plan assets and liabilities that relate to our employees were legally required to transfer to
Elanco at the time of our separation from Lilly. Our plans in Switzerland and Germany represent approximately 92%
of our global benefit obligation. We use a measurement date of December 31 to develop the change in benefit
obligation, change in plan assets, funded status and amounts recognized in the consolidated balance sheets at
December 31 for our defined benefit pension plans, which were as follows:
2020 Form 10-K | 103
Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Additions related to the Bayer Animal Health acquisition
Actuarial loss (gain)
Benefits paid
Plan amendments
Settlements
Foreign currency exchange rate changes and other adjustments
Benefit obligation at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contribution
Additions related to the Bayer Animal Health acquisition
Benefits paid
Settlements
Foreign currency exchange rate changes and other adjustments
Fair value of plan assets at end of year
Funded status
Unrecognized net actuarial loss
Unrecognized prior service cost
Net amount recognized
Amounts recognized in the consolidated balance sheet consisted of:
Noncurrent assets
Other current liabilities
Accrued retirement benefits
Accumulated other comprehensive income before income taxes
Net amount recognized
2020
2019
$
224.4 $
234.8
14.4
1.9
264.6
18.2
(7.8)
—
(1.4)
45.6
559.9
148.7
5.5
8.9
61.2
(7.8)
(1.4)
19.2
234.3
(325.6)
66.8
(72.9)
9.3
2.2
—
56.4
(5.5)
(74.7)
—
1.9
224.4
131.6
15.3
5.3
—
(5.5)
—
2.0
148.7
(75.7)
45.9
(74.1)
$
(331.7) $
(103.9)
$
0.4 $
(1.9)
(324.1)
(6.1)
2.1
(0.3)
(77.5)
(28.2)
$
(331.7) $
(103.9)
The unrecognized net actuarial loss and unrecognized prior service cost for these pension plans have not yet
been recognized in net periodic pension costs and are included in accumulated other comprehensive income (loss)
at December 31, 2020.
Pension plan amendment
In September 2019, we signed agreements under which certain defined pension benefits in Switzerland
transferred from the previous Lilly pension fund as of December 31, 2019 to a new Elanco pension fund effective
January 1, 2020. This resulted in a plan amendment during the period. The plan amendment decreased our pension
benefit obligation by approximately $21 million, consisting primarily of a decrease in prior service costs of
approximately $75 million, partially offset by a loss of approximately $54 million driven by changes in certain
assumptions. The net impact to accumulated other comprehensive income was a gain of approximately $21 million,
which will be amortized over the average remaining service period of employees expected to receive benefits under
the plans.
We do not expect any plan assets to be returned to us in 2021.
2020 Form 10-K | 104
The following represents our weighted-average assumptions related to these pension plans as of December 31:
(Percents)
Discount rate for benefit obligation
Discount rate for net benefit costs
Rate of compensation increase for benefit obligation
Rate of compensation increase for net benefit costs
Expected return on plan assets for net benefit costs
2020
2019
2018
0.6 %
0.6 %
1.5 %
0.6
3.1
2.3
3.2
1.4
2.3
2.2
4.0
1.1
2.2
2.1
4.0
We annually evaluate the expected return on the plan assets in these pension plans. In evaluating the expected
rate of return, we consider many factors, with a primary analysis of current and projected market conditions; asset
returns and asset allocations; and the views of leading financial advisers and economists. We may also review our
historical assumptions compared with actual results, as well as the assumptions and trend rates utilized by similar
plans, where applicable.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as
follows:
Benefit payments
$
15.3 $
14.4 $
14.9 $
15.4 $
16.6 $
97.6
2021
2022
2023
2024
2025
2026-2030
Amounts relating to these pension plans with projected benefit obligations in excess of plan assets were as
follows at December 31:
Projected benefit obligation
Fair value of plan assets
2020
2019
$
545.2 $
220.2
218.2
140.3
Amounts relating to these defined benefit pension plans with accumulated benefit obligations in excess of plan
assets were as follows at December 31:
Accumulated benefit obligation
Fair value of plan assets
2020
2019
$
521.2 $
220.2
203.9
140.3
The total accumulated benefit obligation for these defined benefit pension plans was $533.7 million and $210.1
million at December 31, 2020 and 2019, respectively.
Net pension expense related to these plans included the following components:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of net actuarial loss
Recognized settlement loss
Other
Net pension expense
2020
2019
2018
$
14.4 $
9.3 $
1.9
(5.6)
(7.9)
2.4
0.1
—
2.2
(4.2)
(1.7)
1.1
—
—
11.3
2.5
(6.2)
0.2
1.9
—
0.5
$
5.3 $
6.7 $
10.2
2020 Form 10-K | 105
The following represents the amounts recognized for these plans in other comprehensive income (loss):
Actuarial gain (loss) arising during period
Prior year service cost during the year
Amortization of prior service cost included in net loss
Amortization of net actuarial loss included in net loss
Settlements
Foreign currency exchange rate changes and other
2020
2019
2018
$
(18.3) $
(45.6) $
28.3
—
(7.9)
2.4
0.1
1.6
74.7
(1.7)
1.1
—
1.0
—
0.2
1.9
—
(1.9)
28.5
Total other comprehensive income (loss) during period
$
(22.1) $
29.5 $
Benefit Plan Investments
Our benefit plan investment policies are set with specific consideration of return and risk requirements in
relationship to the respective liabilities. Our plan assets in our Switzerland and German pension plans represent
approximately 88% of our plan assets for these pension plans. Given the long-term nature of our liabilities, these
plans have the flexibility to manage an above-average degree of risk in the asset portfolios. At the investment-policy
level, there are no specifically prohibited investments. However, within individual investment manager mandates,
restrictions and limitations are contractually set to align with our investment objectives, ensure risk control and limit
concentrations.
We manage our portfolio to minimize concentration of risk by allocating funds within asset categories. In addition,
within a category we use different managers with various management objectives to eliminate any significant
concentration of risk.
The investment strategy for the legacy Elanco plans is to diversify in five major categories with a designated
percentage invested in each including 5% liquidity, 36% fixed income securities, 32% equity securities, a share of
21% in real estate and 6% in other alternative investments.
The acquired Bayer Animal Health plans are managed separately. The underlying investments are classified in
the same categories with designated percentages in each of the following: 72% fixed income securities, 28% equity
securities.
Each category is diversified and comprised of the following:
•
•
•
•
Liquidity - cash and cash equivalents
Fixed-income securities - Swiss bonds, global aggregates, global aggregate corporates, global government
bonds, emerging market local currencies and emerging markets hard currencies.
Equity investments - Swiss equities, global equities, low volatility equities (to reduce risk), and emerging
market equities.
Real estate - Swiss real estate and global real estate funds.
• Other investments - represents primarily investments in senior secured loans.
We determine the fair value of the investments based on a market approach using quoted market values,
significant other observable inputs for identical or comparable assets or liabilities, or discounted cash flow analysis
for all investments except hedge funds and private equity-like investments.
We determine the fair value of investments using the value reported by the partnership, adjusted for known cash
flows and significant events through our reporting date. Values provided by the partnerships are primarily based on
analysis of and judgments about the underlying investments. Inputs to these valuations include underlying net asset
values (NAVs), discounted cash flow valuations, comparable market valuations, and may also include adjustments
for currency, credit, liquidity and other risks as applicable. The vast majority of these private partnerships provide us
with annual financial statements including their compliance with fair valuation procedures consistent with applicable
accounting standards.
2020 Form 10-K | 106
Real estate is mostly comprised of public holdings. Real estate investments in registered investment companies
that trade on an exchange are classified as Level 1 on the fair value hierarchy. Other real estate investments are
marked to fair value using models that are supported by observable market-based data (Level 2).
The fair values of these pension plan assets as of December 31, 2020 by asset category are as follows:
Asset Class
Public equity securities
Fixed income:
Developed markets
Emerging markets
Real estate
Other
Total
Fair Value Measurements Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Investments
Valued at
NAV(1)
Total
69.2
86.5
13.3
29.5
35.8
66.8
85.9
13.3
25.9
30.7
—
—
—
3.6
5.1
—
—
—
—
—
$
234.3 $
222.6 $
8.7 $
— $
2.4
0.6
—
—
—
3.0
(1) Certain investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient have not been
classified in the fair value hierarchy.
No material transfers between Level 1, Level 2, or Level 3 occurred during the year ended December 31, 2020.
The fair values of these pension plan assets as of December 31, 2019 by asset category are as follows:
Asset Class
Cash and cash equivalents (2)
Public equity securities
Fixed income:
Developed markets
Emerging markets
Other
Total
Fair Value Measurements Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Investments
Valued at
NAV(1)
Total
$
129.0 $
129.0 $
3.8
2.5
9.1
4.3
1.9
2.1
8.8
0.9
— $
—
—
0.3
3.4
— $
—
—
—
—
$
148.7 $
142.7 $
3.7 $
— $
—
1.9
0.4
—
—
2.3
(1) Certain investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient have not been
classified in the fair value hierarchy.
(2) Switzerland plan assets were exiting the Lilly pension plan as of December 31, 2019. As a result, assets were converted to cash and
transferred to the new Elanco pension fund effective January 1, 2020.
No material transfers between Level 1, Level 2, or Level 3 occurred during the year ended December 31, 2019.
Contributions of $18.1 million to these pension plans are expected in 2021.
Retiree Health Benefit Plan
There are two retiree health benefit plan where the plan liabilities that relate to our employees were legally
required to transfer to Elanco at the time of separation from Lilly. The accrued retirement benefits for these plans
were $4.3 million and $4.7 million as of December 31, 2020 and 2019, respectively.
2020 Form 10-K | 107
Defined Contribution Plans
Elanco has defined contribution savings plans that include certain employees worldwide. The purpose of these
plans is generally to provide additional financial security during retirement by providing employees with an incentive
to save. Our contributions to the plans are based on our employee contributions and the level of our match.
Expenses related to our employees under the plans totaled $35.2 million, $32.2 million and $20.9 million for the
years ended December 31, 2020, 2019, and 2018, respectively. The expense for our 401(k) plan increased in 2019
primarily due to an increase our match and participant headcount.
Multiemployer Plans
Through the acquisition of Bayer Animal Health, we acquired participation in certain multiemployer arrangements
with Bayer-Pensionskasse VVaG, Leverkusen (Germany) (Bayer-Pensionskasse) and Rheinishche Pensionskasse
VVaG, Leverkusen (Germany) (Rheinishche Pensionskasse). These plans provide for basic pension benefits to the
majority of our employees in Germany. Up to a certain salary level, the benefit obligations are covered by
contributions of the Company and the employees to the plan. Contributions made to the multi-employer plan are
expensed as incurred and were as follows:
Bayer-Pensionskasse
Rheinishche Pensionskasse
Total
2020
1.2
0.5
1.7
$
$
The Company-specific plan information for the Bayer-Pensionskasse and Rheinische Pensionskasse is not
publicly available and the plans are not subject to a collective-bargaining agreement. The plans provide fixed,
monthly retirement payments on the basis of the credits earned by the participating employees. To the extent that
the Bayer-Pensionskasse or Rheinische Pensionskasse is underfunded, the future contributions to the plan may
increase and may be used to fund retirement benefits for employees related to other employers.
The Bayer-Pensionskasse financial statements for the years ended December 31, 2019 and 2018 indicated total
assets of $10,380.9 million and $10,234.8 million, respectively; total actuarial present value of accumulated plan
benefits of $9,894.5 million and $9,750.7 million, respectively; and total contributions for all participating employers
of $137.7 million and $143.9 million, respectively. Our plan contributions in 2020 did not exceed 5% of the total
contributions.
The Rheinische-Pensionskasse financial statements for the years ended December 31, 2019 and 2018 indicated
total assets of $824.6 million and $732.9 million, respectively; total actuarial present value of accumulated plan
benefits of $781.7 million and $694.5 million, respectively; and total contributions for all participating employers of
$48.2 million and $46.3 million, respectively. Our plan contributions in 2020 did not exceed 5% of the total
contributions.
Contributing to these types of plans creates risk that differs from providing benefits under our sponsored plans, in
that if another participating employer ceases to contribute to a multiemployer plan, additional unfunded obligations
may need to be funded over time by remaining participating employers.
Treatment of Lilly Plans
Prior to the Separation, our employees participated in defined benefit pension and other postretirement plans
sponsored by Lilly, which include participants of Lilly's other business. Such plans were accounted for as
multiemployer plans in the combined financial statements and as a result, no asset or liability was recorded by us to
recognize the funded status of these plans. We recorded $4.0 million of expense for the year ended December 31,
2018 relating to our employees’ participation in Lilly sponsored plans.
2020 Form 10-K | 108
Note 20. Earnings (Loss) Per Share
Basic Earnings (Loss) Per Share
As discussed in Note 1, Elanco Parent was formed for the purpose of facilitating the IPO. Lilly held all shares of
Elanco Parent from the time of formation until the IPO.
Prior to IPO, there were an aggregate of 293.3 million shares of our common stock held by Lilly (which represents
the 100 shares held by Lilly prior to giving effect to the 2,932,900-for-1 stock split that occurred on September 19,
2018). In connection with the completion of the IPO, an additional 72.3 million shares of our common stock were
issued. Earnings per share was calculated based on the assumptions that the shares held by Lilly were outstanding
for all periods prior to IPO.
We compute basic earnings (loss) per share by dividing net earnings (loss) available to common shareholders by
the actual weighted average number of common shares outstanding for the reporting period. For the year ended
December 31, 2020, the weighted average number of common shares outstanding used to calculate basic earnings
per share includes the impact of approximately 72.9 million shares of common stock issued on August 1, 2020 to
Bayer and its subsidiaries for the Bayer Animal Health acquisition. In addition, basic earnings per share reflects the
impacts of 25.0 million shares and 14.3 million shares, respectively, issued or deemed issued in connection with our
common stock and TEU issuances in the first quarter of 2020. For the year ended December 31, 2019, weighted
average number of common shares outstanding used to calculate basic earnings per share includes the impact of
approximately 7.3 million shares that were issued during the period in connection with the acquisition of Aratana.
See Note 6: Acquisitions and Divestitures and Note 9: Equity for further discussion.
Diluted Earnings (Loss) Per Share
Elanco has variable common stock equivalents relating to certain equity awards in stock-based compensation
arrangements and the TEU prepaid stock purchase contracts. Diluted earnings per share reflects the potential
dilution that could occur if holders of the unvested equity awards and unsettled TEUs converted their holdings into
common stock. The weighted average number of potentially dilutive shares outstanding is calculated using the
treasury stock method.
Potential common shares that would have the effect of increasing diluted earnings per share (or reducing loss per
share) are considered to be anti-dilutive and as such, these shares are not included in the calculation of diluted
earnings per share. During the year ended December 31, 2020, we reported a net loss. Therefore, dilutive common
shares are not assumed to have been issued since their effect is anti-dilutive. As a result, basic and diluted
weighted average shares are the same, causing diluted net loss per share to be equivalent to basic net loss per
share.
Weighted average diluted shares outstanding included common stock equivalents of 1.3 million for 2019. The
dilutive impact for 2018 was immaterial.
For the year ended December 31, 2019, approximately 0.1 million shares of potential common shares were
excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.
Note 21. Related Party Agreements and Transactions
Elanco Shares Held by Bayer
On August 1, 2020, we completed the acquisition of Bayer Animal Health, which included cash and Elanco stock
consideration. Pursuant to the share and asset purchase agreement, Bayer has the right to sell such shares on or
after November 1, 2020 through multiple registered offerings. Upon Bayer's written request, Elanco is obligated to
use commercially reasonable efforts to file a shelf registration statement covering the resale by Bayer of its Elanco
common stock.
In December 2020, Bayer sold approximately 62.7 million shares of its Elanco common stock in an underwritten
public offering. Accordingly, as of December 31, 2020, Bayer owns 10.3 million shares, or 2%, of our outstanding
common stock and is no longer considered a related party.
2020 Form 10-K | 109
While Bayer was not considered a related party as of December 31, 2020, there were various transactions
between us and Bayer during the period after the acquisition of Bayer Animal Health in which they were considered
a principal owner of Elanco. These transactions primarily related to local country asset purchases and various
TSAs, contract manufacturing arrangements, and certain lease agreements to ensure business continuity after the
acquisition.
Local Country Asset Purchase Transactions with Bayer Subsequent to the Acquisition of Bayer Animal
Health
For regulatory purposes in certain jurisdictions, consideration was required to be paid locally at closing in addition
to amounts paid globally for the acquisition. Pursuant to the stock and asset purchase agreement, Bayer provided a
refund for payment amounts duplicated in these regions. The total amount paid to and received from Bayer in 2020
for these local country asset purchases was approximately $633 million. Two remaining local country asset
purchases will be completed and refunded by Bayer in the first quarter of 2021.
Transactions with Lilly Subsequent to Separation and Related to the Separation
Amounts due from/(due to) Lilly in connection with the Separation and agreed upon services as of December 31
were as follows:
TSA
Other activities
Local country asset purchases
Total payable to Lilly
2020
2019
6.6 $
(0.9)
(10.7)
(5.0) $
10.5
(15.8)
(11.1)
(16.4)
$
$
As described in Note 1, we completed an IPO in September 2018 and Lilly fully divested all ownership of Elanco
in March 2019. In connection with the Separation, we entered into various agreements with Lilly related to the form
of our separation and certain ongoing activities that will continue for a period of time. These included, among others,
a master separation agreement (MSA), a TSA and a tax matters agreement. In addition, there was a portion of our
operations for which the legal transfer of our net assets did not occur prior to the Separation due to certain
regulatory requirements in each of these countries.
Transitional Services Agreement (TSA)
Historically, Lilly has provided us significant shared services and resources related to corporate functions such as
executive oversight, treasury, legal, finance, human resources, tax, internal audit, financial reporting, information
technology and investor relations, which we refer to collectively as the "Lilly Services." Under the terms of the TSA,
we are able to use Lilly Services for a fixed term established on a service-by-service basis. We pay Lilly mutually
agreed-upon fees for the Lilly Services provided under the TSA, which are based on Lilly's cost (including third-party
costs) of providing the Lilly Services through March 31, 2021, and subject to a mark-up of 7% thereafter, with
additional inflation-based escalation beginning January 1, 2022. The fees under the TSA became payable for all
periods beginning after October 1, 2018.
Separation Activities
Subsequent to our IPO, there continue to be transactions between us and Lilly related primarily to the completion
of the local country asset purchases and finalization of assets and liabilities associated with the legal separation
from Lilly, combined income tax returns and the impact of the tax matters agreement, historical Lilly retirement
benefits, and centralized cash management. The most significant of these activities includes the finalization of the
local country valuation of business and the resulting impact on deferred tax assets and the impact of combined tax
returns.
Other Activities
We continue to share certain services and back office functions with Lilly, which in certain instances result in Lilly
paying costs for Elanco (e.g., utilities, local country operating costs, etc.) that are then passed through to Elanco for
2020 Form 10-K | 110
reimbursement. These amounts are included in cash flows from operating activities in our consolidated and
combined statements of cash flows. In addition, we operate through a single treasury settlement process and prior
to the local country asset purchases (as described below) continued to transact through Lilly's processes in certain
instances. As a result of these activities, there were certain amounts of financing that occurred between Lilly and
Elanco during the years ended December 31, 2020 and 2019. These amounts are included in cash flows from
financing activities in our consolidated and combined statements of cash flows.
Local Country Asset Purchases
The legal transfer of certain of our net assets did not occur prior to the Separation due to certain regulatory
requirements in each of these countries. The related assets, liabilities, and results of operations have been reported
in our consolidated and combined financial statements, as we are responsible for the business activities conducted
by Lilly on our behalf and are subject to the risks and entitled to the benefits generated by these operations and
assets under the terms of the MSA. We held restricted cash, and the associated payable to Lilly, at the date of
Separation to fund the acquisition of these assets. As of December 31, 2020, the majority of these assets have
been legally acquired and the remainder are expected to be purchased during the first half 2021. Restricted cash
and Payable to Lilly of $10.7 million are recorded on the consolidated balance sheet for the remainder of the assets
expected to be purchased in the first half of 2021.
Transactions with Lilly Prior to Separation
Prior to the IPO, we did not operate as a standalone business and had various relationships with Lilly whereby
Lilly provided services to us. The impact on our historical combined financial statements includes the following:
Transfers to/from Lilly, net
As discussed in Note 2: Basis of Presentation, net parent company investment is primarily impacted by
contributions from Lilly, which are the result of treasury activity and net funding provided by or distributed to Lilly. For
the year ended December 31, 2018, net transfers to Lilly were $226.3 million.
Corporate Overhead and Other Allocations
Prior to full separation, Lilly provided us certain services, including executive oversight, treasury, legal, finance,
human resources, tax, internal audit, financial reporting, information technology and investor relations. We provide
Lilly certain services related to manufacturing support. Our financial statements reflect an allocation of these costs.
When specific identification is not practicable, the remainder have been allocated primarily on a proportional cost
method on a basis of revenue or headcount.
The allocations of services from Lilly, prior to IPO, to us were reflected as follows in the combined statements of
operations:
Cost of sales
Research and development
Marketing, selling and administrative
Total
(1) Through September 30, 2018
$
2018 (1)
21.8
2.2
81.2
$
105.2
There were no allocations from Lilly to us reflected in the consolidated and combined statement of operations for
the years ended December 31, 2020 and 2019.
We provided Lilly certain services related to manufacturing support. Allocations of manufacturing support from us
to Lilly were $3.7 million for the year ended December 31, 2018, which reduced the cost of sales in the consolidated
and combined statements of operations.
2020 Form 10-K | 111
The financial information herein may not necessarily reflect our consolidated financial position, results of
operations and cash flows in the future or what they would have been if we had been a separate, standalone entity
during the periods presented. Management believes that the methods used to allocate expenses are reasonable.
Stock-based Compensation
As discussed in Note 15: Stock-based Compensation, prior to full separation, our employees participated in Lilly
stock-based compensation plans, the costs of which were allocated to us and recorded in cost of sales, research
and development, and marketing, selling and administrative expenses in the consolidated and combined statements
of operations. The costs of such plans related to our employees were $0.0 million, $5.1 million and $26.0 million for
the years ended December 31, 2020, 2019 and 2018, respectively.
Retirement Benefits
As discussed in Note 19: Retirement Benefits, prior to full separation, our employees participated in defined
benefit pension and other post retirement plans sponsored by Lilly, the costs and benefits of which were recorded in
the consolidated and combined statement of operations in cost of sales, research and development, and marketing,
selling and administrative expenses. The benefits of such plans related to our employees were $6.3 million for the
year ended December 31, 2018.
Debt
Lilly’s third-party debt and the related interest expense were not allocated to us for any of the periods presented
as we were not the legal obligor of the debt and Lilly borrowings were not directly attributable to our business.
Note 22. Selected Quarterly Data (unaudited)
2020
Revenue
Cost of sales
Operating expenses(1)
Asset impairment, restructuring, and other special charges
Interest expense, net of capitalized interest
Loss before income taxes
Income tax expense
Net loss
Loss per share—basic and diluted
2019
Revenue
Cost of sales
Operating expenses(1)
Asset impairment, restructuring, and other special charges
Interest expense, net of capitalized interest
Loss before income taxes
Income tax expense
Net loss
Loss per share—basic and diluted
(1)
Includes research and development and marketing, selling, and administrative expenses.
Numbers may not add up to totals for each year due to rounding.
2020 Form 10-K | 112
Fourth Quarter
$
1,139.7
596.2
486.8
167.3
60.4
(318.1)
4.7
(322.8)
(0.66)
Fourth Quarter
$
787.0
410.1
253.2
51.6
18.7
(4.3)
5.2
(9.5)
(0.03)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (“the Exchange Act”)) as of the end of the period covered by this report. Based
on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such
period our disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on
a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange
Act, and that information is accumulated and communicated to the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely discussions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
(as defined in Exchange Act Rule 13a-15(f)). Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting based on
the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework).
As of December 31, 2020, we have excluded from the scope of our assessment of internal control over financial
reporting the recently acquired operations and related assets of Bayer Animal Health as permitted by guidance
provided by the SEC. As of December 31, 2020 and for the period from acquisition through December 31, 2020, the
total assets and total revenues of Bayer Animal Health that are excluded from our assessment of internal control
over financial reporting represent approximately 10% and 18%, respectively, of the related consolidated total assets
and total revenue as of and for the year ended December 31, 2020. Based on this evaluation, our management has
concluded that, as of December 31, 2020, our internal control over financial reporting was effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial
statements and the effectiveness of internal controls over financial reporting as of December 31, 2020 as stated in
their report which is included herein.
Changes in Internal Control
As of December 31, 2020, management is in the process of evaluating and integrating the internal controls of the
acquired Bayer Animal Health business into our existing operations as part of planned integration activities. Other
than the controls enhanced or implemented to integrate the Bayer Animal Health business, there has been no
change in our internal control over financial reporting during the year ended December 31, 2020, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting. Further, we have not
experienced any material impact to our internal controls over financial reporting despite our accounting, finance, and
legal employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing
COVID-19 on our internal controls to minimize the impact on their design and operating effectiveness.
2020 Form 10-K | 113
ITEM 9B. OTHER INFORMATION
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Elanco Animal Health Incorporated
Opinion on Internal Control Over Financial Reporting
We have audited Elanco Animal Health Incorporated’s internal control over financial reporting as of December 31,
2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion,
Elanco Animal Health Incorporated (the Company) maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting,
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not
include the internal controls of Bayer Animal Health, which is included in the 2020 consolidated and combined
financial statements of the Company and constituted 10% of total assets as of December 31, 2020 and 18% of
revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not
include an evaluation of the internal control over financial reporting of Bayer Animal Health.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related
consolidated and combined statements of operations, comprehensive income (loss), equity and cash flows for each
of the three years in the period ended December 31, 2020, and the related notes and our report dated March 1,
2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process 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. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
2020 Form 10-K | 114
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ Ernst & Young LLP
Indianapolis, Indiana
March 1, 2021
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE
PART III
Information on Directors, Executive Officers and Corporate Governance can be found in the Proxy Statement under
"Governance." That information is incorporated in this report by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information on director compensation, executive compensation, and compensation committee matters can be
found in the Proxy Statement under “Director Compensation,” "Committees of the Board of Directors -
Compensation Committee," "Compensation Discussion and Analysis," and “Executive Compensation Tables.” That
information is incorporated in this report by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
Information relating to ownership of the company’s common stock by management and by persons known by the
company to be the beneficial owners of more than five percent of the outstanding shares of common stock is found
in the Proxy Statement under “Ownership of Company Stock.” That information is incorporated in this report by
reference.
Securities Authorized for Issuance Under Equity Compensation Plans
Information about our compensation plans under which shares of our common stock have been authorized for
issuance as of December 31, 2020 can be found in the Proxy Statement under “Securities Authorized for Issuance
Under Equity Compensation Plans” and is incorporated in this report by reference.
2020 Form 10-K | 115
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Related Person Transactions
Information relating to related person transactions and the board’s policies and procedures for approval of related
person transactions can be found in the Proxy Statement under “Transactions with Related Persons.” That
information is incorporated in this report by reference.
Director Independence
Information relating to director independence can be found in the Proxy Statement under “Director Independence”
and is incorporated in this report by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information related to the fees and services of our principal independent accountants, Ernst & Young LLP, can be
found in the Proxy Statement under “Proxy Item No. 2. Proposal to Ratify the Appointment of Principal Independent
Auditor.” That information is incorporated in this report by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
1. Financial Statements
The following consolidated and combined financial statements of the company and its subsidiaries are found at Item
8:
•
•
•
•
•
•
Consolidated and Combined Statements of Operations—Years Ended December 31, 2020, 2019, and 2018
Consolidated and Combined Statements of Comprehensive Income (Loss)—Years Ended December 31,
2020, 2019, and 2018
Consolidated Balance Sheets—December 31, 2020 and 2019
Consolidated and Combined Statements of Equity—Years Ended December 31, 2020, 2019, and 2018
Consolidated and Combined Statements of Cash Flows—Years Ended December 31, 2020, 2019, and
2018
Notes to Consolidated and Combined Financial Statements
2. Financial Statement Schedules
The consolidated and combined financial statement schedules of the company and its subsidiaries have been
omitted because they are not required, are inapplicable, or are adequately explained in the financial statements.
Financial statements of interests of 50 percent or less, which are accounted for by the equity method, have been
omitted because they do not, considered in the aggregate as a single subsidiary, constitute a significant subsidiary.
3. Exhibits
The following exhibits are either filed or furnished herewith (as applicable) or, if so indicated, incorporated by
reference to the documents indicated in parentheses, which have previously been filed or furnished with the
Securities and Exchange Commission.
2020 Form 10-K | 116
Exhibit Number
2.1
2.2
2.3
2.4
2.5
2.6
2.7
3.1
3.2
4.1
4.2
4.3
4.4
4.5
Description
Agreement and Plan of Merger by and among Elanco Animal Health Incorporated, Elanco
Athens Inc. and Aratana Therapeutics, Inc., dated April 26, 2019 (incorporated by reference
to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on April 26, 2019).
Share and Asset Purchase Agreement, dated as of August 20, 2019, between Bayer
Aktiengesellschaft and Elanco Animal Health Incorporated (incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on August 20, 2019).
Amendment No. 1 to Share and Asset Purchase Agreement, dated as of October 15, 2019,
between Bayer Aktiengesellschaft and Elanco Animal Health Incorporated (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on October 17,
2019).
Amendment No. 2 to Share and Asset Purchase Agreement, dated as of January 17, 2020,
between Bayer Aktiengesellschaft and Elanco Animal Health Incorporated (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on January 17,
2020).
Amendment No. 3 to Share and Asset Purchase Agreement, dated as of June 15, 2020,
between Bayer Aktiengesellschaft and Elanco Animal Health Incorporated (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on June 18,
2020).
Amendment No. 4 to Share and Asset Purchase Agreement, dated as of July 30, 2020,
between Bayer Aktiengesellschaft and Elanco Animal Health Incorporated (incorporated by
reference to Exhibit 2.5 of the Current Report on Form 8-K filed with the SEC on August 3,
2020).
Annex 27 to the Share and Asset Purchase Agreement, dated as of August 20, 2019,
between Bayer Aktiengesellschaft and Elanco Animal Health Incorporated (Incorporated by
reference to Exhibit 4.3 of the Registration Statement on Form S-3 (File No. 333-235991)
filed with the SEC on January 21, 2020).
Amended and Restated Articles of Incorporation of Elanco Animal Health Incorporated,
effective September 18, 2018 (incorporated by reference to Exhibit 3.1 of the Current Report
on Form 8-K filed with the SEC on September 26, 2018).
Amended and Restated Bylaws of Elanco Animal Health Incorporated, effective August 8,
2019 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with
the SEC on August 9, 2019).
Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 of Amendment
No. 1 to Registration Statement on Form S-1 (Registration No. 333-226536) filed with the
SEC on August 28, 2018).
Indenture, dated August 28, 2018, between Elanco Animal Health Incorporated and Deutsche
Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 of
Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-226536)
filed with the SEC on August 28, 2018).
First Supplemental Indenture, dated August 28, 2018, between Elanco Animal Health
Incorporated and Deutsche Bank Trust Company Americas, as trustee (incorporated by
reference to Exhibit 4.3 of Amendment No. 1 to Registration Statement on Form S-1
(Registration No. 333-226536) filed with the SEC on August 28, 2018).
Second Supplemental Indenture, dated as of January 27, 2020, between Elanco Animal
Health Incorporated and Deutsche Bank Trust Company Americas, as trustee, including the
form of amortizing note (incorporated by reference to Exhibit 4.4 of Current Report on Form
8-K filed with the SEC on January 27, 2020).
Purchase Contract Agreement, dated as of January 27, 2020, between Elanco Animal Health
Incorporated and Deutsche Bank Trust Company Americas, as purchase contract agent, as
attorney-in-fact for holders of the purchase contracts referred to therein and as trustee under
the indenture referred to therein, including the form of unit and form of purchase contract
(incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed with the SEC on
January 27, 2020).
4.6
Description of Securities (incorporated by reference to Exhibit 4.6 of the Annual Report on
Form 10-K filed February 28, 2020)
2020 Form 10-K | 117
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
Master Separation Agreement, dated September 24, 2018, between Eli Lilly and Company
and Elanco Animal Health Incorporated (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed with the SEC on September 26, 2018).
Transitional Services Agreement, dated September 24, 2018, between Eli Lilly and Company
and Elanco Animal Health Incorporated (incorporated by reference to Exhibit 10.2 of the
Current Report on Form 8-K filed with the SEC on September 26, 2018).
Tax Matters Agreement, dated September 24, 2018, between Eli Lilly and Company and
Elanco Animal Health Incorporated (incorporated by reference to Exhibit 10.3 of the Current
Report on Form 8-K filed with the SEC on September 26, 2018).
Employee Matters Agreement, dated September 24, 2018, between Eli Lilly and Company
and Elanco Animal Health Incorporated (incorporated by reference to Exhibit 10.4 of the
Current Report on Form 8-K filed with the SEC on September 26, 2018).
Toll Manufacturing and Supply Agreement, dated September 24, 2018, between Eli Lilly
Export S.A. and Elanco UK AH Limited (incorporated by reference to Exhibit 10.5 of the
Current Report on Form 8-K filed with the SEC on September 26, 2018).
Transitional Trademark License Agreement, dated September 24, 2018, among Eli Lilly and
Company, Elanco Animal Health Incorporated and Elanco US Inc. (incorporated by reference
to Exhibit 10.7 of the Current Report on Form 8-K filed with the SEC on September 26,
2018).
Intellectual Property and Technology License Agreement, dated September 24, 2018, among
Eli Lilly and Company, Elanco Animal Health Incorporated and Elanco US Inc. (incorporated
by reference to Exhibit 10.8 of the Current Report on Form 8-K filed with the SEC on
September 26, 2018).
Credit Agreement, dated as of August 1, 2020, among Elanco Animal Health Incorporated, as
borrower, Elanco US Inc., as co-borrower, the lenders party thereto from time to time,
Goldman Sachs Bank USA, as term loan administrative agent, and as collateral agent and
security trustee, and JPMorgan Chase Bank, N.A., as revolver administrative facility agent
(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the
SEC on August 3, 2020).
2018 Elanco Stock Plan (incorporated by reference to Exhibit 4.3 of Registration Statement
on Form S-8 (Registration No. 333-227447) filed with the SEC on September 20, 2018).*
Elanco Animal Health Incorporated Directors’ Deferral Plan as amended (incorporated by
reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the SEC on May
14, 2019)*
Director Letter Agreement between Emu Holdings Company and R. David Hoover, dated as
of May 25, 2018 (incorporated by reference to Exhibit 10.19 of Elanco Animal Health
Incorporated's registration statement on Form S-1 (File No. 333-226536) filed with the SEC
on August 2, 2018)*
Form of 2018 Change in Control Severance Pay Plan for Select Employees (incorporated by
reference to Exhibit 10.20 of Amendment No. 1 to Elanco Animal Health Incorporated's
registration statement on Form S-1 (File No. 333-226536) filed with the SEC on August 28,
2018).*
Form of Elanco Animal Health Incorporated Restricted Stock Unit Awards Agreement
(incorporated by reference to Exhibit 10.21 of Amendment No. 1 to Elanco Animal Health
Incorporated's registration statement on Form S-1 (File No. 333-226536) filed with the SEC
on August 28, 2018).*
Form of Elanco Animal Health Incorporated Nonqualified Stock Option Award Agreement
(incorporated by reference to Exhibit 10.22 of Amendment No. 1 to Elanco Animal Health
Incorporated's registration statement on Form S-1 (File No. 333-226536) filed with the SEC
on August 28, 2018).*
2020 Form 10-K | 118
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
Retention Bonus Agreement, dated October 18, 2018, by and between Elanco US Inc. and
Todd S. Young (incorporated by reference to Exhibit 10.2 to Elanco Animal Health
Incorporated's Report on Form 8-K filed with the SEC on October 30, 2018).*
Employment Offer Letter with Mr. Todd S. Young, dated October 15, 2018, by and between
Elanco US Inc. and Todd S. Young (incorporated by reference to Exhibit 10.1 to Elanco
Animal Health Incorporated's Report on Form 8-K filed with the SEC on October 30, 2018).*
Form of Performance Award Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-
K filed with the SEC on February 19, 2019)*
Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.2 to
Form 8-K filed with the SEC on February 19, 2019)*
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.22
to Annual Reporting on Form 10-K filed with the SEC on February 20, 2019)*
Form of Replacement Performance Award Agreement for Certain Named Executive Officers
(incorporated by reference to Exhibit 10.23 to Annual Report on Form 10-K filed with the SEC
on February 20, 2019)*
Form of Replacement Performance Award Agreement for Jeffery N. Simmons (incorporated
by reference to Exhibit 10.24 to Annual Report on Form 10-K filed with the SEC on February
20, 2019)*
Form of Replacement Restricted Stock Unit Award Agreement for Certain Named Executive
Officers (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K filed with
the SEC on February 20, 2019)*
Elanco Animal Health Incorporated Corporate Bonus Plan (incorporated by reference to
Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).*
Form of Elanco Animal Health Incorporated Restricted Stock Unit Award Agreement for non-
employee directors with respect to annual awards (incorporated by reference to Exhibit 10.2
of the Quarterly Report on Form 10-Q with the SEC on May 14, 2019).*
Form of Elanco Animal Health Incorporated Restricted Stock Unit Award Agreement for non-
employee directors with respect to one-time founder award (incorporated by reference to
Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the SEC on May 14, 2019).*
Elanco Animal Health Incorporated Replacement Restricted Stock Unit Award Agreement,
dated March 12, 2019, by Elanco Animal Health Incorporated (incorporated by reference to
Exhibit 10.4 of the Quarterly Report on Form 10-Q filed with the SEC on May 14, 2019).*
Elanco Animal Health Incorporated Executive Deferral Plan (incorporated by reference to
Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the SEC on August 13, 2019)
Form of Elanco Animal Health Incorporated Restricted Stock Unit Award Agreement for
executives with respect to 2020 annual awards (incorporated by reference to Exhibit 10.1 of
the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020)*
Form of Elanco Animal Health Incorporated Performance-Based Award Agreement for
executives with respect to 2020 annual awards (incorporated by reference to Exhibit 10.2 of
the Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).*
Form of Elanco Animal Health Incorporated Sign-On Restricted Stock Unit Award Agreement
for executives (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-
Q filed with the SEC on May 7, 2020).*
10.31
Elanco Executive Severance Pay Plan and Summary (filed herewith)*
21.1
Subsidiaries of Elanco Animal Health Incorporated (filed herewith)
23.1
31.1
Consent of Ernst & Young LLP (filed herewith)
Section 302 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith).
2020 Form 10-K | 119
31.2
32
101
104
Section 302 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith).
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith).
Interactive Data Files.
The cover page from the Company's Annual Report on Form 10-K for the year ended
December 31, 2020, formatted in Inline XBRL.
*Management contracts or compensatory plans or arrangements
ITEM 16. FORM 10-K SUMMARY
Not applicable.
2020 Form 10-K | 120
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.
Signatures
ELANCO ANIMAL HEALTH INCORPORATED
(Registrant)
Date:
March 1, 2021 /s/ Jeffrey N. Simmons
Jeffrey N. Simmons
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Jeffrey N. Simmons
Date: March 1, 2021
Jeffrey N. Simmons
President and Chief Executive Officer (principal executive officer) and
Director
/s/ Todd S. Young
Date: March 1, 2021
Todd S. Young
Executive Vice President, Chief Financial Officer (principal financial
officer)
/s/ James M. Meer
James M. Meer
Vice President, Chief Accounting Officer (principal accounting officer)
/s/ R. David Hoover
R. David Hoover
Chairman of the Board
/s/ Kapila Kapur Anand
Kapila Kapur Anand
Director
/s/ John P. Bilbrey
John P. Bilbrey
Director
/s/ William F. Doyle
William F. Doyle
Director
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
Date March 1, 2021
2020 Form 10-K | 121
/s/ Scott Ferguson
Scott Ferguson
Director
/s/ Art A. Garcia
Art A. Garcia
Director
/s/ Michael J. Harrington
Michael J. Harrington
Director
/s/ Paul Herendeen
Paul Herendeen
Director
/s/ Deborah T. Kochevar
Deborah T. Kochevar
Director
/s/ Lawrence E. Kurzius
Lawrence E. Kurzius
Director
/s/ Kirk McDonald
Kirk McDonald
Director
/s/ Denise Scots-Knight Ph.D.
Denise Scots-Knight
Director
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
Date: March 1, 2021
2020 Form 10-K | 122
Securities Information
Common Stock
Listed on the New York Stock Exchange
– trading symbol ELAN.
Tangible Equity Units listed on the
New York Stock Exchange trading
symbol ELAT.
Shareholders of Record
As of March 15, 2021, there were
472,799,742 shares outstanding.
Corporate Information
Corporate Office
Elanco Animal Health
2500 Innovation Way
Greenfield, IN 46140 USA
1 (877) 352-6261
Elanco Contacts
Colleen Dekker
Head, Global Corporate Communications
1 (317) 989-7011
colleen.dekker@elancoah.com
Tiffany Kanaga
Head, Investor Relations
1 (302) 897-0668
tiffany.kanaga@elancoah.com
Jinee Majors
Sr. Assistant General Counsel Securities
and Corporate Transactions
1 (317) 498-3531
jinee.majors@elancoah.com
Forward Looking Statements
The Elanco 2020 Annual Report contains
forward looking statements as defined by
federal securities laws. Important factors
that could cause future results to differ
materially from those projected in the
forward-looking statements are discussed in
Elanco’s 2020 Form 10-K.
Transfer Agent and Registrar
Communications concerning shareholder
address changes, stock transfer, changes of
ownership, lost stock certificates, payment
of dividends, dividend check replacements,
duplicate mailings or other account services
should be directed to the following:
Shareholder correspondence should
be mailed to:
Computershare
C/O: Shareholder Services
PO BOX 505000
Louisville, KY 40233-5000
Overnight correspondence should
be sent to:
Computershare
C/O: Shareholder Services
426 South 4th Street
Suite 1600
Louisville, KY 40202
1 (800) 736-3001 | 1 (781) 575-3100
webqueries@computershare.com
www.computershare.com/investor
2020 Annual Report
2020 Adjusted Income
Statement Reconciliations
Per Share
As Reported EPS
Cost of Sales
Amortization of Intangible Assets
Asset Impairment, Restructuring and Other
Special Charges
Interest Expense, Net of Capitalized Interest
Other Expense (Income), Net
Subtotal
Tax Impact of Adjustments(1)
Total Adjustments to EPS
Adjusted EPS
Year Ended
December 31
2020
2019
$(1.27)
$0.18
0.22
0.82
1.41
0.01
(0.38)
$2.07
(0.33)
$1.74
$0.47
0.00
0.54
0.50
-
0.02
$1.07
(0.19)
$0.88
$1.06
Numbers may not add due to rounding.
(1) Includes the favorable adjustment relating to the valuation allowance
recorded against our U.S. deferred tax assets during the fourth quarter of
2020 (impact of $0.17 per share).
Full Year Income Statement Notes
2020
Adjusted results exclude:
Cost of sales charges associated with amortization
of inventory fair value adjustments recorded from the
acquisition of Bayer Animal Health ($90.2 million), charges
associated with the write-off of marketing inventory
recorded from the acquisition of Bayer Animal Health ($1.5
million), and a one-time payment to settle outstanding
obligations to a contract manufacturing organization in
connection with a divestiture ($4.3 million).
Asset Impairment, Restructuring and Other Special
Charges associated with integration efforts and external
costs related to the acquisition of businesses, including
the acquisition of the animal health business of Bayer, and
charges primarily related to independent stand-up costs
and other related activities ($423.9 million), severance
($155.8 million), asset impairments ($17.5 million), facility
exit costs and asset write-downs ($16.6 million), a one-
time payment associated with our agreement to build a
new corporate headquarters ($9.4 million), the settlement
of a legal matter ($3.2 million), registration fees for Elanco
common shares sold by Bayer AG during the quarter
($1.2 million), and a payment for acquired IPR&D from a
collaboration arrangement ($1.0 million), partially offset
by adjustments to write-downs of assets held for sale
($0.4 million), a favorable adjustment from reversals
for severance programs that are no longer active ($0.8
million), and the gain on the sale of our R&D facility in
Prince Edward Island, Canada ($3.8 million).
Interest expense, net of capitalized interest, charges
associated with the debt extinguishment losses recorded
in connection with the repayments of our existing term loan
facilities ($2.9 million).
Other-net, (income) expense charges resulting from the
gains recorded in relation to the divestiture of several
products as required as a result of the acquisition of the
animal health business of Bayer ($156.7 million), a hedging
gain related to the closing of the acquisition of the animal
health business of Bayer ($6.0 million), the gain on our
sale of land and buildings in New South Wales, Australia
($45.6 million) and the impact of a decrease in the fair
value of the Prevtec contingent consideration ($3.9 million),
partially offset by financing commitment and advisory fees
associated with the Bayer Animal Health acquisition ($36.3
million) and a loss recorded in relation to the divestiture of
products ($7.3 million).
Income tax expense represents the income tax expense
associated with the adjusted items, partially offset by the
impact of the valuation allowance recorded against our
U.S. deferred tax assets during the period ($74.9 million).
2019
Adjusted results exclude:
Cost of sales charges associated with amortization
of inventory fair value adjustments recorded from the
acquisitions of Aratana and Prevtec ($0.6 million) and
inventory adjustments for the suspension of commercial
activities of Imrestor® ($0.2 million).
Asset Impairment, Restructuring and Other Special
Charges associated with integration efforts and external
costs related to the acquisition of businesses and charges
primarily related to independent stand-up costs and other
related activities ($144.7 million), facility exit costs and
asset impairments ($32.6 million), and severance ($19.5
million), partially offset by favorable adjustments from
reversals for severance programs ($11.3 million).
Other-net, (income) expense charges resulting from an
increase in the Aratana contingent consideration ($7.5
million) and the write-off of marketing authorizations as a
result of the acquisition of Prevtec ($0.5 million).
Income tax represents the income tax expense associated
with the adjusted items.
2020 Annual Report Per Share
As Reported EPS
Cost of Sales
Amortization of Intangible Assets
Asset Impairment, Restructuring and Other
Special Charges
Other Expense (Income), Net
Subtotal
Tax Impact of Adjustments(1)
Total Adjustments to EPS
Adjusted EPS
Q4 2020 Q4 2019
$(0.66)
$(0.03)
2019
Adjusted results exclude:
0.12
0.34
0.34
0.00
0.79
(0.01)
$0.78
$0.12
-
0.14
0.14
-
0.28
(0.02)
$0.26
$0.23
Asset Impairment, Restructuring and Other Special Charges
associated with integration efforts and external costs related
to the acquisition of businesses and charges primarily related
to independent stand-up costs and other related activities
($44.5 million) and facility exit costs and asset impairments
($8.0 million), partially offset by a favorable adjustment from
reversals for severance programs ($0.9 million).
Income tax represents the income tax expense associated
with the adjusted items.
Numbers may not add due to rounding.
(1) Includes the favorable adjustment relating to the valuation allowance
recorded against our U.S. deferred tax assets during the fourth quarter of
2020 (impact of $0.15 per share).
Adjusted EBITDA
Reconciliations
$ in Millions
Fourth Quarter Income Statement Notes
2020
Adjusted results exclude:
Cost of sales charges associated with amortization
of inventory fair value adjustments recorded from the
acquisition of Bayer Animal Health ($57.0 million).
Asset Impairment, Restructuring and Other Special
Charges associated with integration efforts and external
costs related to the acquisition of businesses, including
the acquisition of the animal health business of Bayer,
and charges primarily related to independent stand-
up costs and other related activities ($105.4 million),
severance ($23.9 million), asset impairments ($14.0
million), facility exit costs and asset write-downs ($12.4
million), a one-time expense associated with our
agreement to build a new corporate headquarters ($9.4
million), registration fees for Elanco common shares
sold by Bayer AG during the quarter ($1.2 million), and
a payment for acquired IPR&D from a collaboration
arrangement ($1.0 million).
Other-net, (income) expense charges resulting from the
gains recorded in relation to the divestiture of several
products required as a result of the acquisition of the
animal health business of Bayer ($0.2 million) and the
impact of a decrease in the fair value of the Prevtec
contingent consideration ($1.8 million).
Income tax expense represents the income tax expense
associated with the adjusted items, partially offset by the
impact of the valuation allowance recorded against our
U.S. deferred tax assets during the period ($74.9 million).
Reported Net Income (Loss)
Net Interest Expense
Income Tax Expense (Benefit)
Depreciation and Amortization
EBITDA
Non-GAAP Adjustments:
Cost of Sales
Asset Impairment, Restructuring and Other
Special Charges
Accelerated Depreciation(1)
Other Expense (Income), Net
Adjusted EBITDA
Adjusted EBITDA Margin
$ in Millions
Reported Net Income (Loss)
Net Interest Expense
Income Tax Expense (Benefit)
Depreciation and Amortization
EBITDA
Non-GAAP Adjustments:
Cost of Sales
Asset Impairment, Restructuring and Other
Special Charges
Accelerated Depreciation(1)
Other Expense (Income), Net
Adjusted EBITDA
Adjusted EBITDA Margin
3 Months Ended
December 31
2020
$(322.8)
60.4
4.7
222.1
2019
$(9.5)
18.7
5.2
83.3
$(35.6)
$97.7
$57.0
167.3
(10.8)
(2.0)
-
51.6
(3.0)
-
$175.9
15.4%
$146.3
18.6%
Year Ended
December 31
2020
$(560.1)
149.8
(111.9)
516.9
2019
$67.9
78.9
10.3
314.4
$(5.3)
$471.5
$96.0
0.8
623.7
185.5
(17.4)
(168.5)
$528.5
16.1%
(3.0)
8.0
$662.8
21.6%
Numbers may not add due to rounding.
(1) Represents depreciation of certain assets that was accelerated during the
periods presented. This amount must be added back to arrive at Adjusted
EBITDA because it is included in Asset impairment, restructuring, and other
special charges but it has already been excluded from EBITDA
in the “Depreciation and amortization” row above.
2020 Annual Report
2020 This page intentionally left blank
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