Obligation Eli Lilly & Company 1.95% ( US532457BF44 ) en USD

Société émettrice Eli Lilly & Company
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US532457BF44 ( en USD )
Coupon 1.95% par an ( paiement semestriel )
Echéance 15/03/2019 - Obligation échue



Prospectus brochure de l'obligation Eli Lilly US532457BF44 en USD 1.95%, échue


Montant Minimal 2 000 USD
Montant de l'émission 600 000 000 USD
Cusip 532457BF4
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Eli Lilly and Company est une société pharmaceutique multinationale américaine qui développe, fabrique et commercialise des produits pharmaceutiques et des produits biologiques.

L'Obligation émise par Eli Lilly & Company ( Etas-Unis ) , en USD, avec le code ISIN US532457BF44, paye un coupon de 1.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2019







FINAL 2014 424(b)(2)
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424B2 1 final2014424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-186979

CALCULATION OF REGISTRATION FEE

Maximum
Proposed Maximum
Title of Each Class of
Amount to be
Offering Price Aggregate Offering
Amount of
Securities to be Registered
Registered
Per Unit
Price
Registration Fee
1.950% notes due 2019
$600,000,000
99.827%
$598,962,000
$77,147(1)
4.650% notes due 2044
$400,000,000
99.861%
$399,444,000
$51,449(1)
(1) Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933.
Prospectus Supplement
(To Prospectus dated March 1, 2013)
$1,000,000,000
$ 600,000,000 1.950% Notes Due 2019
Interest payable on March 15 and September 15
$400,000,000 4.650% Notes Due 2044
Interest payable on June 15 and December 15
The 1.950% notes wil mature on March 15, 2019. The 4.650% notes wil mature on June 15, 2044. However, we may redeem some or all
of the notes at any time at the prices described under the heading "Description of the Notes - Optional Redemption."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary
is a criminal offense.
Investing in the notes involves risks. See the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2013.
Proceeds to

Price to Public(1) Underwriting Discounts Us (Before Expenses)(1)
Per 1.950% Note
99.827%
0.350%
99.477%
Total
$598,962,000
$2,100,000
$596,862,000
Per 4.650% Note
99.861%
0.875%
98.986%
Total
$399,444,000
$3,500,000
$395,944,000
-------

(1) Plus accrued interest from February 25, 2014, if any, if settlement occurs after such date.
The notes are not and wil not be listed on any securities exchange.
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The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about February 25, 2014,
against payment in immediately available funds.
____________
Joint Book-Running Managers
BofA Merrill Lynch
Barclays
Citigroup
Morgan Stanley


Co-Managers
Drexel Hamilton
Loop Capital Markets
____________
February 20, 2014
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and any permitted free writing prospectuses we have authorized for use with respect to this offering. We have
not, and the underwriters have not, authorized anyone to provide you with different or additional information and, accordingly, you
should not rely on any such information if it is provided to you. We are not, and the underwriters are not, making an offer to sell, or the
solicitation of an offer to buy, any of these securities in any jurisdiction where an offer or sale is not permitted. You should not assume
that the information contained in this prospectus supplement, the accompanying prospectus or any permitted free writing prospectus is
accurate as of any date other than the date on the front cover of this prospectus supplement or the accompanying prospectus or the date
of any such permitted free writing prospectus, as the case may be, or that the information incorporated by reference herein or therein is
accurate as of any date other than the date of the relevant report or other document in which such information is contained.
TABLE OF CONTENTS Page
Prospectus Supplement
ABOUT THIS S-1
PROSPECTUS
SUPPLEMENT
SPECIAL
S-1
NOTE
REGARDING
FORWARD-
LOOKING
STATEMENTS
OUR
S-2
COMPANY
USE OF
S-2
PROCEEDS
RATIO OF S-2
EARNINGS
TO FIXED
CHARGES
DESCRIPTIONS-3
OF THE
NOTES
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MATERIAL U.S.
S-8
FEDERAL TAX
CONSIDERATIONS
UNDERWRITINGS-10
LEGAL
S-12
MATTERS
EXPERTSS-12
WHERE YOU S-12
CAN FIND
MORE
INFORMATION
DOCUMENTS
S-12
INCORPORATED
BY REFERENCE
INTO THIS
PROSPECTUS
SUPPLEMENT
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Prospectus
ABOUT THIS 2
PROSPECTUS
RISK
3
FACTORS
WHERE YOU 3
CAN FIND
MORE
INFORMATION
DOCUMENTS
3
INCORPORATED
BY REFERENCE
INTO THIS
PROSPECTUS
ELI LILLY 4
AND
COMPANY
RATIO OF 4
EARNINGS
TO FIXED
CHARGES
SPECIAL
4
NOTE
REGARDING
FORWARD-
LOOKING
STATEMENTS
USE OF
4
PROCEEDS
DESCRIPTION5
OF
SECURITIES
DESCRIPTION5
OF CAPITAL
STOCK
DESCRIPTION8
OF
DEPOSITARY
SHARES
DESCRIPTION10
OF DEBT
SECURITIES
DESCRIPTION18
OF
WARRANTS
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DESCRIPTION20
OF STOCK
PURCHASE
CONTRACTS
AND STOCK
PURCHASE
UNITS
PLAN OF
20
DISTRIBUTION
LEGAL
21
MATTERS
EXPERTS21
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering, the notes and
matters relating to us. The second part, the accompanying prospectus, provides a more general description of the terms and conditions of the
various debt securities we may offer under our registration statement, some of which does not apply to this offering or the notes.
In various places in this prospectus supplement and the accompanying prospectus, we refer you to sections of other documents for additional
information by indicating the caption heading of the other sections. All cross-references in this prospectus supplement are to captions contained in
this prospectus supplement and not in the accompanying prospectus, unless otherwise indicated.
This prospectus supplement, or the information incorporated by reference in this prospectus supplement, may add, update or change
information in the accompanying prospectus. If information in this prospectus supplement, or the information incorporated by reference from a
report or other document filed with the Securities and Exchange Commission (the "SEC") after the date of the accompanying prospectus, is
inconsistent with the accompanying prospectus, this prospectus supplement, or such information incorporated by reference, wil supersede that
information in the accompanying prospectus.
It is important for you to read and consider carefully all information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any permitted free writing prospectuses we have authorized for use with respect to this offering prior to making a
decision to invest in the notes. See "Where You Can Find More Information" in the accompanying prospectus.
Unless otherwise indicated, all references in this prospectus supplement to "we," "us," "our" and "Eli Lil y" refer to Eli Lil y and Company
and its consolidated subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein include forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-
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looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words
such as "may," "believe," "will," "expect," "project," "estimate," "intend," "anticipate," "plan," "continue" or similar expressions.
Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those
projected in these statements. Where, in any forward-looking statement, we express an
expectation or belief as to future results or events, it is based on management's current plans and expectations, expressed in good faith and
believed to have a reasonable basis. However, we can give no assurance that any such expectation or belief will result or wil be achieved or
accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those
anticipated:
·
the timing of anticipated regulatory approvals and launches of new products;
·
market uptake of recently launched products;
·
competitive developments affecting current products;
·
the expiration of intellectual property protection for certain of our products;
·
our ability to protect and enforce patents and other intel ectual property;
·
the impact of governmental actions regarding pricing, importation, and reimbursement for
pharmaceuticals, including U.S. health care reform;
·
regulatory compliance problems or government investigations;
·
regulatory actions regarding currently marketed products;
·
unexpected safety or efficacy concerns associated with our products;
·
issues with product supply stemming from manufacturing difficulties or disruptions;
·
regulatory changes or other developments;
·
changes in patent law or regulations related to data-package exclusivity;
·
litigation involving current or future products as we are self-insured;
·
unauthorized disclosure of trade secrets or other confidential data stored in our information systems
and networks;
·
changes in tax law;
·
changes in inflation, interest rates, and foreign currency exchange rates;
·
asset impairments and restructuring charges;
·
changes in accounting standards promulgated by the Financial Accounting Standards Board and the
Securities and Exchange Commission ("SEC");
·
acquisitions and business development transactions; and
·
the impact of exchange rates and global macroeconomic conditions.
Investors should not place undue reliance on forward-looking statements. You should carefully read the factors described in the risk factors
and other cautionary statements in our Annual Report on Form 10-K and our other filings with the SEC, which are incorporated by reference into
this prospectus supplement and the accompanying prospectus, for a description of certain risks that could, among other things, cause our actual
results to differ from these forward-looking statements. Al forward-looking statements speak only as of the date of this prospectus supplement
and are expressly qualified in their entirety by the risk factors and other cautionary statements in our Annual Report on Form 10-K and our other
filings with the SEC. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-looking
statements to reflect events after the date of this prospectus supplement.
OUR COMPANY
We were incorporated in 1901 in Indiana to succeed to the drug manufacturing business founded in Indianapolis, Indiana, in 1876 by Colonel
Eli Lil y. We discover, develop, manufacture and sell products in two business segments - human pharmaceutical products and animal health. We
manufacture and distribute our products through owned or leased facilities in the United States, Puerto Rico and 11 other countries. Our products
are sold in approximately 120 countries.
Most of the products we sell today were discovered or developed by our own scientists and our success depends to a great extent on our
ability to continue to discover and develop innovative new pharmaceutical products. We direct our research efforts primarily toward the search for
products to prevent and treat human diseases. We also conduct research to find products to treat diseases in animals and to increase the efficiency
of animal food production.
Our corporate offices are located at Lil y Corporate Center, Indianapolis, Indiana 46285, our telephone number is (317) 276-2000 and our
website is www.lil y.com. The information contained in, or that can be accessed through, our website is not a part of, or incorporated by reference
in, this prospectus supplement or the accompanying prospectus.
USE OF PROCEEDS
We expect to use the net proceeds from the sale of the notes (estimated at $992,806,000 before estimated expenses of this offering) for
general corporate purposes, including the repayment in full at maturity of $1,000,000,000 in principal amount of our 4.200% notes due March 6,
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2014, plus accrued and unpaid interest thereon. Prior to such uses, we may temporarily invest the net proceeds in marketable securities and
short-term investments.
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RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated is as follows:

Year Ended December 31,

2013
2012
2011
2010
2009
Ratio of Earnings to Fixed Charges(1)
32.8
28.1
26.1
31.7
19.3
(1) Interest is based upon interest expense reported as such in the consolidated income statement and does not include any interest related to
unrecognized tax benefits, which is included in income tax expense.
DESCRIPTION OF THE NOTES
The following summary describes certain terms of the 1.950% notes due 2019 (the "1.950% notes") and the 4.650% notes due 2044 (the
"4.650% notes" and, collectively with the 1.950% notes, the "notes"), respectively, and supplements, and to the extent inconsistent replaces, the
description of the general terms of the debt securities included in the accompanying prospectus. Each series of notes will be a single series of debt
securities under an indenture, dated as of February 1, 1991 (the "indenture"), between us and Deutsche Bank Trust Company Americas (as
successor to Citibank, N.A.), as trustee. The following summary of the notes does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the actual provisions of the notes and the indenture. As used in this section, unless otherwise indicated, all references
to "we," "us," "our" and "Eli Lil y" refer only to Eli Lilly and Company and not to any of its subsidiaries.
General
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness. The notes will be issued in fully registered form only, in denominations of $2,000 and integral multiples of $1,000 in excess of that
amount.
The 1.950% notes wil be limited to $600,000,000 aggregate principal amount and, except as contemplated below under "- Optional
Redemption," wil mature on March 15, 2019. The 4.650% notes wil be limited to $400,000,000 aggregate principal amount and, except as
contemplated below under "- Optional Redemption," wil mature on June 15, 2044. However, we may, without the consent of the holders of
notes, issue additional debt securities having the same ranking, interest rate, maturity, redemption provisions and other terms as the notes of a
particular series. Any additional debt securities having such similar terms, together with the notes of such series, wil constitute a single series of
debt securities under the indenture.
We wil pay interest on the 1.950% notes at a rate of 1.950% per annum semi-annually in arrears on March 15 and September 15 of each
year, commencing on September 15, 2014, to the persons in whose names such notes are registered at the close of business on March 1 or
September 1, respectively, as the case may be (whether or not a business day), immediately preceding the relevant interest payment date. We wil
pay interest on the 4.650% notes at a rate of 4.650% per annum semi-annually in arrears on June 15 and December 15 of each year, commencing
on December 15, 2014, to the persons in whose names such notes are registered at the close of business on June 1 or December 1, respectively,
as the case may be (whether or not a business day), immediately preceding the relevant interest payment date. Interest payments for the notes wil
include accrued interest from, and including, the date of issue or from, and including, the last date in respect of which interest has been paid or
duly provided for, as the case may be, to, but excluding, the interest payment date or the stated maturity date or the date of earlier redemption, as
the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date falls on a day that is not a business day, we wil make the required interest payment on the next business day,
and no interest on such payment will accrue for the period from and after such interest payment date. Similarly, if the stated maturity date or the
date of earlier redemption, as the case may be (the "maturity date"), of the notes fal s on a day that is not a business day, we wil make the
required payment of principal, premium, if any, and interest, if any, on the next succeeding business day, and no interest on such payment wil
accrue for the period from and after the maturity date.
As used in this prospectus supplement, "business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or regulation to close in The City of New York.
Optional Redemption
At our option, we may redeem the notes, in whole or in part, at any time or from time to time as described below.
If we redeem all or any part of the 1.950% notes prior to maturity or all or any part of the 4.650% notes prior to December 15, 2043, we wil
pay a redemption price equal to the greater of:
·
100% of the principal amount of the notes being redeemed on the redemption date; and
·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed on that
redemption date (not including the amount, if any, of unpaid interest accrued to, but excluding, the redemption date) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below), plus 0.10% (or 10 basis points) with respect to the 1.950% notes and 0.15% (or 15 basis points) with respect to the 4.650%
notes;
plus, in each case, unpaid interest accrued on such notes to, but excluding, the redemption date. If we redeem all or any part of the 4.650% notes
on or after December 15, 2043, we will pay a redemption price equal to 100% of the principal amount of the 4.650% notes being redeemed plus
accrued and unpaid interest thereon.
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Notwithstanding the foregoing, installments of interest on notes that are due and payable on an interest payment date falling on or prior to a
redemption date wil be payable on such interest payment date to the registered holders as of the close of business on the relevant record date.
We wil mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered holder of the
notes to be redeemed. Once notice of redemption is mailed, the notes called for redemption will become due and payable on the redemption date
at the applicable redemption price.
"Treasury Rate" means, with respect to any redemption date for the 1.950% notes and any redemption date prior to December 15, 2043 for
the 4.650% notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of the principal amount of a particular series to be redeemed) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means, for the notes of a particular series, the United States Treasury security selected by the Reference
Treasury Dealer as having a maturity comparable to the remaining term of such notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date for the 1.950% notes and any redemption date prior to December
15, 2043 for the 4.650% notes, (A) if we obtain five or more Reference Treasury Dealer Quotations for such redemption date and notes of such
series to be redeemed, the average of such Reference Treasury Dealer Quotations after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, (B) if we obtain fewer than five but more than one Reference Treasury Dealer Quotation(s), the average of such
Reference Treasury Dealer Quotations, or (C) if we obtain only one Reference Treasury Dealer Quotation, such Reference Treasury Dealer
Quotation.
"Reference Treasury Dealer" means (A) each of Merril Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Citigroup
Global Markets Inc. (or their respective affiliates that are Primary Treasury Dealers), and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), we wil
substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date for the 1.950%
notes and any redemption date prior to December 15, 2043 for the 4.650% notes, the average, as determined by us, of the bid and asked prices
for the Comparable Treasury Issue for the notes of a particular series to be redeemed (expressed in each case as a percentage of the principal
amount of such series) quoted in writing to us by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such redemption date.
On and after the redemption date, interest wil cease to accrue on the notes or any portion of the notes called for redemption (unless we
default in the payment of the redemption price). Before the redemption date, we wil deposit with a paying agent (or the trustee) money sufficient
to pay the redemption price of the notes of the particular series to be redeemed on that date. If fewer than all of the notes of such series are to be
redeemed, the notes to be redeemed shall be selected by lot by The Depository Trust Company ("DTC"), in the case of notes represented by a
global security, or by the trustee by a method the trustee deems to be fair and appropriate, in the case of notes that are not represented by a global
security.
The notes will not be entitled to the benefit of any mandatory redemption or sinking fund provisions.
Book-Entry Notes
The Depository Trust Company
Except under the limited circumstances described below, all notes wil be book-entry notes. This means that the actual purchasers of the notes
wil not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive (paper)
form. Instead, upon issuance, each series of notes wil be represented by one or more fully registered global notes.
Each global note wil be deposited with, or on behalf of, DTC, a securities depositary, and wil be registered in the name of DTC's nominee,
Cede & Co. No global note representing book-entry notes may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC. Thus, DTC will be the only owner and sole registered holder of the notes for purposes of the
indenture.
The registration of the global notes in the name of DTC's nominee wil not affect beneficial ownership and is performed merely to facilitate
subsequent transfers. The book-entry system is used because it eliminates the need for physical movement of securities certificates. The laws of
some jurisdictions, however, may require some purchasers to take physical delivery of their notes in definitive form. These laws may impair the
ability of holders to transfer book-entry notes.
Purchasers of notes in the United States may hold interests in the global notes only through DTC, if they are participants in such system.
Purchasers may also hold interests indirectly through securities intermediaries - such as banks, brokerage houses and other institutions that
maintain securities accounts for customers - that have accounts with DTC or its nominee ("participants"). Purchasers of notes in Europe can hold
interests in the global notes only through Clearstream Banking, société anonyme ("Clearstream"), or through Euroclear Bank S.A./N.V.
("Euroclear"), if they are participants in these systems or indirectly through organizations that are participants in these systems.
Because DTC or its nominee wil be the only registered holder of the global notes, Clearstream and Euroclear will hold positions through their
respective U.S. depositaries, which in turn wil hold positions on the books of DTC. For information on how accounts of ownership of notes held
through DTC are recorded, please refer to "Description of Debt Securities - Global Securities" in the accompanying prospectus.
None of us, the trustee or any of our or their agents will be liable for the accuracy of, or responsible for maintaining, supervising or reviewing,
DTC's records or any participant's records relating to book-entry notes. In addition, none of us, the trustee or any of our or their agents wil be
responsible or liable for payments made on account of the book-entry notes.
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