ELI LILLY & Co

Appendix A - Summary of Adjustments Related to the Annual Cash Bonus

Consistent with past practice, the Talent and Compensation Committee adjusted the reported financial results on which the 2025 annual cash bonus was determined to eliminate the distorting effect of certain unusual items on incentive compensation performance measures. The adjustments were intended to:

•align award payments with the underlying performance of the core business

•avoid volatile, artificial inflation or deflation of awards due to unusual items during any year in the performance period, and, where relevant, the previous (comparator) year

•eliminate certain counterproductive short-term incentives—for example, incentives to refrain from acquiring new technologies, to defer disposing of underutilized assets, or to defer settling legacy legal proceedings to protect current bonus payments

•facilitate comparisons with peer companies

To ensure the integrity of the adjustments, the Talent and Compensation Committee reviews and approves adjustment guidelines at least annually. These guidelines are generally consistent with the company guidelines for reporting non-GAAP financial measures to the investment community, which are reviewed by the Audit Committee. The adjustments apply equally to income and expense items. The Talent and Compensation Committee reviews all adjustments and retains downward discretion (i.e., discretion to reduce compensation below the amounts that are yielded by the adjustment guidelines).

Adjustments for 2025 Bonus Plan

For 2025 bonus calculations, the Talent and Compensation Committee made the following adjustments to reported EPS consistent with our external reporting of non-GAAP financial measures:

•Eliminated the impact of amortization of intangible assets

•Eliminated the impact of asset impairments, restructuring, and other special charges

•Eliminated the impact of net gains and losses on investments in equity securities

•Eliminated the estimated impact of U.S. tax law change related to adjusting the tax provision for prior periods and remeasuring the deferred tax assets and liabilities.

In addition to the adjustments consistent with our reporting of non-GAAP financial measures, the Talent and Compensation Committee made the following adjustments:

•Eliminated the impact of acquired in-process research and development (IPR&D) charges

•Eliminated the revenue and EPS impacts of business development transactions to divest certain products, which were not in the company’s 2025 bonus targets for revenue and EPS

•Eliminated the estimated impact of U.S. tax law change related to adjusting the tax provision for the remaining 2025 periods, which was not included in the company’s 2025 bonus target for EPS.

•Eliminated the impact of the difference between actual foreign exchange rates and the foreign exchange rates that were assumed in the company’s 2025 bonus targets for revenue and EPS.

A reconciliation of adjustments to our reported revenue is below:

A reconciliation of adjustments to our reported EPS is below:

*Numbers may not add due to rounding

Adjustments for 2023-2024 Performance Award

The Performance Award program ended on December 31, 2024. For the 2023-2024 performance award payout calculations, the Talent and Compensation Committee made the following adjustments to reported EPS consistent with our reporting of non-GAAP financial measures:

•2024 and 2023: Eliminated the impact of amortization of intangible assets

•2024 and 2023: Eliminated the impact of asset impairments, restructuring, and other special charges

•2024 and 2023: Eliminated the impact of net gains and losses on investments in equity securities

In addition to the adjustments consistent with our reporting of non-GAAP financial measures, the Talent and Compensation Committee made the following adjustment:

•2024 and 2023: Eliminated the impact of charges recognized for acquired IPR&D

A reconciliation of adjustments to our reported 2024 and 2023 EPS is below:

*Numbers may not add due to rounding