Item 2.05. Costs Associated with Exit or Disposal Activities.

On January 25, 2021, the Board of Directors of Elanco Animal Health Incorporated (the "Company") authorized a restructuring plan to improve operational efficiency. The proposed actions are focused on streamlining processes and delivering increased efficiency in functional areas while improving the productivity of the Company's investments in innovation. The initiatives include the consolidation of R&D activities to align capabilities to the newly combined innovation portfolio to support the Company's Innovation, Portfolio and Productivity (IPP) strategy.

The proposed restructuring is expected to lead to total restructuring charges of approximately $58-77 million, with approximately $55-70 million in severance and other cash charges and the balance in asset impairments and other non-cash charges. The Company expects to recognize between $58 million to $70 million of the total restructuring costs in the first quarter of 2021 with the remaining amount recognized over the balance of 2021.

Cautionary Statement Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Such statements include, without limitation, statements concerning the anticipated charges and timing thereof relating to the restructuring plan. Forward-looking statements are based on the Company's current expectations and assumptions regarding its 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, the Company's actual results may differ materially from those contemplated by the forward-looking statements. Important 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, and other factors described in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the subsequent Quarterly Reports on Form 10-Q and the Company's other filings with the Securities and Exchange Commission. The Company undertakes 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.

Item 7.01. Regulation FD Disclosure.

On January 26, 2021, the Company issued a press release announcing the restructuring program described under Item 2.05 above and updating its 2021 guidance. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.




Item 9.01       Financial Statements and Exhibits



(d) Exhibits



Exhibit No.                                Description
  99.1          Press Release issued by Elanco Animal Health Incorporated, dated
              January 26, 2021.
104.1         Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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