lilly total equity program

Chinese a French a Italian aGerman aSpanish a Japanese a

Lilly Total Equity Program

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Award access and support

Merrill Lynch makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S) and other subsidiaries of Bank of America Corporation (BofA Corp.). MLPF&S is a registered broker-dealer, Member SIPC and a wholly owned subsidiary of BofA Corp.

Investment products:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

This brochure is a general description of Merrill Lynch’s equity plan services. Your equity awards are subject to the terms of your company’s plan, any agreement between you and your company covering your equity awards, and the prospectus provided to you by your company. Any transactions in connection with your plan in your Merrill Lynch brokerage account are subject to the terms and conditions of that account. This brochure does not constitute an offer or invitation to buy any securities. Any offer to buy securities from your company would be made only by a prospectus in accordance with the Securities Act of 1933 as amended. Refer to the accompanying materials for information provided by your company about your specific program.

Guide to Symbols

Quick path Instructions for getting around Benefits OnLine.

Non-U.S. participants Instructions for non-U.S. participants (those without an IRS W-9 or U.S. resident address).

Benefits OnLine®

myequity.lilly.com

The first time you use this link, you’ll enter your Merrill Lynch Benefits OnLine user ID and password. No future log-ins are necessary, though you’ll need your password to execute transactions.

Participant service representative and voice response system (virtually 24/7)(800) 553-3640 (U.S., Puerto Rico and Canada) Press the number zero (0) to speak with a representative.

AT&T USADirect access code for the country you’re dialing from, plus (800) 553-3640, or dial direct for a charge: (609) 818-8831. Press the number zero (0) to speak with a representative.Use your 9-digit Merrill Lynch internal verification number and your Benefits OnLine password. If you have not created a password for Benefits OnLine, use the PIN sent to you in the mail to access the system.

Don’t have this information? When you call, press “*” to reset your PIN or the number zero (0) to speak with a participant service representative. If asked for your Merrill Lynch internal verification number (IVN), you may access it by going to myMLIVN.lilly.com.

For further dialing instructions, see the AT&T USADirect access code directory.

http://myequity.lilly.com

https://www.att.com/esupport/traveler.jsp?tab=3

http://myMLIVN.lilly.com


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What’s Inside

Getting Started

Step 1. Access Benefits OnLine through LillyNet. . . . . . . 2Step 2. Open your Merrill Lynch brokerage account.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Step 3. Acknowledge acceptance of your grant agreement(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Step 4. Set up wire instructions . . . . . . . . . . . . . . . . . . . . 5Reminder: Keep your tax status current. . . . . . . . . . . . . . 5View your award information. . . . . . . . . . . . . . . . . . . . . . . 6

Using Benefits OnLine

My Accounts page. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Model awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Sell Lilly stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Quick guide to your awards online . . . . . . . . . . . . . . . . . 10Service fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Your equity awards are an important part of your overall compensation, and you’ll want the tools and resources that can help you make the most of the financial opportunity that these awards represent.

Merrill Lynch offers a wide range of resources to help you manage and monitor your awards, including Benefits OnLine. Through Merrill Lynch, you have access to:

» Detailed information about your awards, online or by phone,

» Online modeling and transaction capabilities,

» Online statements, confirmations, and forms, and

» An online Equity Awards Education Center with information to help you understand equity awards and how they work.

This brochure is a practical guide to managing your equity awards with Merrill Lynch. It includes step-by-step instructions for getting started. Please keep this guide with your award agreements and related plan documents as a reference.

Managing and monitoring your awards

The screen shots shown in this guide are intended to illustrate the functionality and services available to participants on Benefits OnLine. They are not meant as exact representations of the screens you may see on your Plan’s website.

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Getting Started Required

Welcome to Benefits OnLine, your personal account management tool.

This website requires you to complete a one-time registration process to access your personal and confidential information. After completing this onetime login process, your credentials will automatically be recognized during future visits through your provider's website. Keep in mind this User ID and Password will be used whenever you access this site outside the Single Sign on Process.

Click Continue to Create a User ID and Password.

Login Verification

ml.com

Continue

Enter your security information2

Please answer these questions to help us verify your identity.

What is your Social Security/Account Number?

•••••••••

1. Enter your verification number

3. Create your User ID and password

2. Enter your security information

4. Select and answer your security questions

5. Confirm your information

Create your User ID

ml.com

ContinueCancel

While logged on to LillyNet, enter myequity.lilly.com into your Internet Explorer address bar to access Benefits OnLine.

New to Benefits OnLine? Use the “New Benefits OnLine Users” process on the site to create a user ID and password.

First-time grant recipients will receive two letters in the mail from Merrill Lynch. One will include your Merrill Lynch internal verification number (IVN; also sometimes referred to as an “account number” during this creation process) and the other will include your Merrill Lynch personal identification number (PIN). You will need these to set up your access to Benefits OnLine.

Don’t want to wait for the mail? You can get the IVN by going to myMLIVN.lilly.com. You can re-set your PIN by selecting “forgot your PIN” when prompted on Benefits OnLine.

Returning to Benefits OnLine?If you have previously created your User ID and password but have not accessed Benefits OnLine since August 12, 2015, you’ll be asked to re-authenticate your login information for enhanced security. Updating your login credentials takes only a few moments. If you have forgotten your User ID/password, you can reset that information online or call Merrill Lynch for assistance.

Language Selection You can select a language other than English after you have logged in to Benefits OnLine. (Your choices will appear on the gray bar toward the top of the screen.) For more information, see page 7 of this brochure.

Step 1 Access Benefits OnLine through LillyNet



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Getting Started Required

Open a Brokerage Account Close X

Cancelancel Continue

If you have not yet opened the brokerage account required for your plan(s), please select

a plan from the list below to open an account.

If you have set up an LIIA account in the last 72 hours, please ignore this message and press

"Cancel" to continue with your navigation on the site.

Your Company

* The LIIA is a limited, self-directed, non-interest-bearing brokerage account.

You will need to open a Limited Individual Investor Account (LIIA) before you can conduct transactions related to your equity awards — even if you have another Merrill Lynch brokerage account.*

Access Benefits OnLine through myequity.lilly.com. A pop-up reminder will appear. Select your plan on the pop-up and click Continue. On the next screen, click on the Open a Limited Individual Investor Account button.

Avoid delays! It may take up to 72 hours for your account to be activated. Open your account now so it will be ready for your award transactions.

Step 2 Open your Merrill Lynch brokerage account


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Getting Started

You must acknowledge acceptance of your grant agreement(s) within the limited grant award acceptance period. For accounting and compliance reasons, you will forfeit your awards if you do not acknowledge acceptance online during this period.

By acknowledging acceptance of your grant agreement(s) right away, you can avoid potential delays later. To get started, click “Accept Now” from the Action Center under My Accounts. You can also access the Pending Acceptance screen by selecting the Grant Information tab, then Pending Acceptance.

Please note that you can also use your mobile device to accept your grants.

Step 3 Acknowledge acceptance of your grant agreement(s)

Print

Get QuoteEnter Symbol

Logout • Help • Sitemap • FAQs

My Accounts Education Center Advice & Planning Markets Equity Plans

Equity Plan > Grant Information > Pending Acceptance

— Select Quick Links — (Edit) Plan Selector: — Select Plan —

Grant Information My Activity Individual/Plan Information Document Library Model/Exercise Brokerage Account

Pending Acceptance

Select a Grant

CANCEL

1

Available Grants

Select Grant Date Granted Take Action ByGrant Type /Grant Code

06/21/2007 10,000 06/01/2015RSU - RSU01110

06/21/2014 10 06/01/2015NQ-NQ05112

1. Select a Grant

2. Review Grant

3. Confirm and Submit Your Selection

CONTINUE

Select Language: English uu

CONTINUE

Select Grant Date Quantity Granted Take Action ByGrant Type /Grant Code

06/21/2014 1,000 06/01/2015RSU - RSU01110






Grant Information Individual/Plan Information Model/Exercise Brokerage Account

Pending Acceptance

Review Grant

Review Documents

2

Grant Date Grant Type /Grant Code

07/15/2004

Vesting Details

View DetailsRSU - RSU01110

1. Select a Grant

2. Review Grant


CONTINUE

NOTE: You must view the Grant Documents before making an election.

By accepting this grant, lorem ipsum dolor sit amet, consectetuer adipiscing elit, sed diamnonummy nibh euismod tincidunt ut laoreet dolore magna aliquam erat volutpat.

Accept

if acceptances is declined, this grant lorem ipsum dolor sit amet, consectetuer adipiscing elit, sed diam nonummy nibh euismod tincidunt ut laoreet dolore magna aliquam erat volutpat.

Reject

Print


PDF

Grant Award AgreementPDF

Grant Award Agreement

BACKCANCEL CONTINUECONTINUE


Quantity Granted Take Action By

10,000 06/20/2015

Grant Award

Agreement

Grant Award

Agreement







Pending Acceptance

Confirm and Submit Your Selection

Selected Grant

3

Grant Date Granted Take Action ByGrant Type /Grant Code

10,00007/15/2004

Vesting

View Details06/20/2015RSU - RSU01110

1. Select a Grant

2. Review Grant


SUBMIT

Print


Forgot your Password?To confirm, enter your password and click Submit

You have chosen to Accept your Grant**************3

2

1

How to accept your awards

Print






Grant Information My Activity Individual/Plan Information Document Library Model/Exercise Brokerage Account

Pending Acceptance

Select a Grant

CANCEL

1

Available Grants

Select Grant Date Granted Take Action ByGrant Type /Grant Code

06/21/2007 10,000 06/01/2015RSU - RSU01110

06/21/2014 10 06/01/2015NQ-NQ05112

1. Select a Grant

2. Review Grant


CONTINUE


CONTINUE

Select Grant Date Quantity Granted Take Action ByGrant Type /Grant Code

06/21/2014 1,000 06/01/2015RSU - RSU01110







Pending Acceptance

Review Grant

Review Documents

2

Grant Date Grant Type /Grant Code

07/15/2004

Vesting Details

View DetailsRSU - RSU01110

1. Select a Grant

2. Review Grant


CONTINUE


By accepting this grant, lorem ipsum dolor sit amet, consectetuer adipiscing elit, sed diamnonummy nibh euismod tincidunt ut laoreet dolore magna aliquam erat volutpat.

Accept

if acceptances is declined, this grant lorem ipsum dolor sit amet, consectetuer adipiscing elit, sed diam nonummy nibh euismod tincidunt ut laoreet dolore magna aliquam erat volutpat.

Reject

Print


PDF

Grant Award AgreementPDF

Grant Award Agreement

BACKCANCEL CONTINUECONTINUE


Quantity Granted Take Action By

10,000 06/20/2015

Grant Award

Agreement

Grant Award

Agreement







Pending Acceptance


Selected Grant

3

Grant Date Granted Take Action ByGrant Type /Grant Code

10,00007/15/2004

Vesting

View Details06/20/2015RSU - RSU01110

1. Select a Grant

2. Review Grant


SUBMIT

Print


Forgot your Password?To confirm, enter your password and click Submit

You have chosen to Accept your Grant**************

Review Grant

Review the grant award document(s) associated with your award. This is a required step.

Then choose to Accept (or Reject) your award.


To confirm your action, you will be required to enter your Benefits OnLine password. Then click Submit. A confirmation of your action will then be displayed.

Important: If you have more than one award, you must repeat these steps for each award: Accept [or Reject], enter your Benefits OnLine password, then click Submit.To check your award acceptance(s) at any time, you can go to Equity Plans > My Activity.

Select a Grant

Select the grant you want to accept from the list of grants. (You can accept only one grant at a time.)

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Required

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Getting Started

Having wire instructions on file will allow you to transfer funds from your Merrill Lynch brokerage account to another account when you conduct transactions.

My Accounts > Equity Plans > Brokerage Account > Wire Instructions

What you need1. Account number to which funds will be wired

2. Your financial institution’s “FedWire” ABA (routing) number Contact your financial institution to confirm its ABA number for wire transfers or any alternate instructions. To transfer cash to another Merrill Lynch account, use ABA number 026009593.

Non-U.S. participants: You will need a SWIFT code in place of the ABA number. There may be additional country requirements for some non-U.S. participants. Contact your financial institution if you have any questions.

You will receive a confirmation of your instructions by email and an Alert will appear on your My Accounts page. If you are no longer an active employee at Lilly or if your financial institution requires an intermediary, you must call Merrill Lynch to set up wire instructions.

U.S. Citizens You are prompted to certify your W-9 tax status for the U.S. Internal Revenue Service when you open your LIIA brokerage account.

Non-U.S. Citizens If you are an international participant, you must recertify your tax status by filing a new W-8BEN every three years.

If you don’t recertify your tax status after three years, you may be subject to additional backup tax withholding on your equity award transactions.

When you need to recertify your W-8BEN, you’ll see an Alert under the Message Center heading on Benefits OnLine.

1. Click Alerts under the Message Center heading

2. Follow the link to access your form online

3. Complete the form as directed

Step 4 Set up wire instructions

Reminder: Keep your tax status current

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Getting Started

Page Highlights

Grant Date Grant Description

02/15/2008 Restricted Shares 400 8,000.00 02/15/2011

Total

Quantity

Actions

400 8,000.00

Potential Income ($) RestrictionLapse Date

Restricted Shares

Grant Date Grant Description

01/12/2010 Restricted Units 300 6,000.00 02/12/2011

Total

Quantity

Actions

300 6,000.00

Potential Income ($) RestrictionLapse Date

Restricted Units

Grant Summary

The amounts below show the total vested and unvested potential income and are based on share price of $20.00 As of COB 10/06/2010

Show Outstanding Grants

All dates are displayed in MM/DD/YYYY format

Print

All Grants

The amounts below show the total vested and unvested potential income and are based on share price of $20.00f As of COB 10/06/2010

Show Outstanding Grants

Restricted Shares

$8,000.00

Equity Plans > Grant Information > Grant Summary

Restricted Units

$6,000.00

View Details

Accept This GrantModel

All Grants

$14,000.00



My Accounts Education Center Markets Equity Plan

Eli Lilly Select Language: (Edit)--Select Quick Links--English u

Grant Information Model/Exercise Brokerage AccountIndividual/Plan Information Document LibraryMy Activity

My Accounts > Equity Plans

» This takes you directly to the Grant Summary page.

» You can also select Lilly Equity Recordkeeping on the My Accounts page to see the Grant Summary page.

» If you are not on the My Accounts page, select Equity Plans > Grant Information > Grant Summary – Grant Detail.

Summary Bar Displays the potential value

(unrealized) of your awards based on the previous day’s closing price for Lilly’s stock.

All Grants Lists information about all your

grants. Select an award’s grant date for details about that award, including any recent activity, the vesting schedule and settlement method.

Actions Provides quick access to actions

such as accepting an award, modeling an award payout or making a tax election for Restricted Stock Units (RSUs), Shareholder Value Awards (SVAs) and Performance Awards (PAs).

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View your award information

Information about your unexercised stock options or unvested awards appears under Equity Plans > Grant Information – Grant Detail. This section displays your award information and your award activity.

After Awards Pay Out After your awards vest, information about the cash and/or stock from these awards appears as part of your brokerage account information. At this point, the information no longer appears under Grant Information – Grant Detail.

7


Equity Plans Provides access to information and resources for

your awards.

Message Center Shows any important messages that require your attention, including time-sensitive Alerts about actions you

may need to take.

Select Quick Links Lets you establish quick links to the pages you visit most often.

Select your language Lets you choose a language other than English.

Action Center Alerts you to any actions you may need to take (such as opening a brokerage account) or to information that can

help you plan for your financial future.

Page Highlights

My Accounts Education Center Advice & Planning Markets Equity Plan

You Have Choices If you have cash or stock in your Limited Individual Investor Account or IndividualInvestor Account, a Retirement Education Specialist can help you review your choices.Call (877) 767-2404 or:

You Have Expiring Awards Our records indicate that your stock option award(s) is about to expire. Call 877-767-2404to speak with a Retirement & Equity Specialist about your choices and steps to consider.

Did You Know?

Education Resources

Action Center

SCHEDULE A CALL

ABC Company Equity Plan$85,221.82

Total Market Value*$85,221.82

To perform transactions on yourAwards, you must have an openMerrill Lynch Brokerage Accountfor your Equity Plan.

OPEN ACCOUNT NOW

Changes have been made to your ESPP enrollmentwindow...

Deposit instructions for your Merrill Lynch brokerageaccount...

Message Center

Alerts

Announcements

Important Plan Update

Helpful Plan Information

Logout . Help . Sitemap . FAQs

ABC Company Equity PlanOPEN BROKERAGE ACCOUNT

Would you like to save more but thinkyou can’t? You may be surprised at theextra cash you can find when you take a closer look at your spending habits.

START LEARNING

Enter Symbol Get Quote

LIIA$0.00

LEARN TO SAVE MORESix Steps That Could BoostYour Savings

My Home Message Center

Plan Selector: Quick Links: (Edit)

Investment Holdings Sitemap Account PreferencesDocument Library

--Select Plan-- Select Language: --Select Language-- --Select Quick Links--

My Accounts > My Home

USEFUL LINKS

Manage Online Delivery

MyMerrill

Merrill Edge

Document Library

Download to Quicken

Benefits OnLine offers a wide variety of tools and resources for managing and monitoring your awards. The following pages highlight many of the site’s key features and guide you through important steps related to your awards.

Total Market Value Shows you:

» Your award balance (the total potential market value of your outstanding awards based on the previous trading day’s closing price of Lilly’s stock)

» Your Merrill Lynch brokerage account balance (if account is activated)

Select the name of your award plan or brokerage account to see more detailed information.

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Go to myequity.lilly.com.

(First-time users see Step 1: Access Benefits OnLine through LillyNet on page 2 of this brochure.)

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My Accounts page


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How to model awards

Model Only

All dates are displayed in mm/dd/yyyy format.

— Select Quick Links — (Edit) ConAgra Foods

Print

Equity Plans > Model/Exercise > Model Only

Select Vested Grant(s) and Quantity to Model:

Enter Modeling Criteria:

for abc12345

SelectGrants

to ModelSelect All

GrantDate

GrantPrice

Grant Type/Grant Code

FinalLapse

DateShares/Units

Restricted

PotentialIncome

(Restricted)

01/03/2003 01/07/2013$0.00

Shares/UnitsGranted

400 400

Shares/UnitsLapsed

0 0 $8,000.00RES

**Price information is a real time quote for information purposes only. The accuracy of this data is not warranted.

Start Over

Transaction Type: Restricted Lapse (Model Only)

Last Price** $20.00 as of 4:00:22 PM ET FED (%) Enter up to 35%

Enter Estimated Market Price $

Select Tax Payment Method:

Refresh View your Tax Profile

25

35

Calculate Results

Withhold Shares for Taxes

Cash Payment for Taxes

Sell Shares for Taxes

Shares/UnitsTo Model



ABC Company Select Language: (Edit)--Select Quick Links--English u

My Accounts


Education Center Advice & Planning Markets Equity Plan Transaction Type/Grants to

Display » RSUs — Select Restricted

Lapse as the transaction type. Unvested grants will display automatically. Then select the awards you want to model.

» PAs/SVAs — Select Performance Awards as the transaction type. Then select the awards you want to model.

Select Grants to Model /Enter Modeling Criteria

» Check the box for the specific grants you want to model and enter the quantity to model.

My Accounts > Equity Plans > Model Only

You can model the estimated value and costs of your awards using the Model tab.

RSUs, PAs and SVAs — Use Model Only

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Model awards

Enter Modeling Criteria » Enter the estimated market price for your stock. The last price of the stock is provided for your information.

You can click on “View your Tax Profile” to access your tax information, as provided by Lilly.

» If presented with a choice, select a tax payment method (if applicable to the award), either Withhold Shares for Taxes (Lilly default/recommendation) or Cash Payment for Taxes. This is for modeling purposes only.

Calculate Results » Select Calculate Results to see the Modeling Results section.

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How-to instructions

Enter Total Quantity to Sell

ABC - $20.00 as of 9:30:27 AM EDT | Total Quantity: 1,340 | Value: $101,500.00 | Brokerage Account: 1AB-12345

OR

05/04/2011 Lapse Open300 300$20.00 $8,000.00 $21,000.00 $15,000.00

05/04/2011

05/04/2011

05/15/2011

05/10/2011

Sell Shares – Tax Lot Selection and Trading

All dates are displayed in mm/dd/yyyy format.

▲▼

▲▼

▲▼

▲▼

▲▼

▲▼

▲▼

▲▼

▲▼

▲▼

Print

for abc12345

Acquisition Date Quantity Unit Cost Cost Basis Market Value Status Quantity to SellUnrealized Gain/Loss

0

N/A

N/A

0

0

Source Available Quantity

Continue

Totals

Exercise Pending Trade100 0$30.00 $3,000.00 $7,000.00 $4,000.00

Lapse Reserved QTY:10100 90$10.00 $1,000.00 $7,000.00 $6,000.00

Exercise Locked50 50$90.00 $4,500.00 $3,500.00 ($1,000.00)

Lapse Open900 900$50.00 $45,000.00 $63,000.00 $18,000.00

1,450 1,340$58,500.00 $101,500.00

Please note that only level trading is allowed due to pending GTC Order

Equity Plans > Brokerage Account > Sell Shares

Select Tax Lots from List Below

Enter Quantity1 Enter Order2 Review & Submit3



My Accounts

Grant Information

Education Center Markets Equity Plans


Model/Exercise Brokerage AccountIndividual/Plan Information Document LibraryMy Activity

Equity Plans > Brokerage Account > Sell Shares

Continue

Market ORSelect an Order Type:

Sale Order Information

Distribution Method

Proceeds to remain in brokerage account (US Dollar Only)

Limit List Price: $68.31 as of 10:36:21 AM

Check

Select Currency

Cancel

Wire Transfer

Not all currencies are available for all distribution methods.

Transfer Proceeds to an alternate Merrill Lynch account

Alternate Account Number

Brokerage Account: ABC12345 | Security: ABC (ABC Company)

Sell Shares – Tax Lot Selection and Trading

Order Quantity: 1,000

Day ORDuration:

Distributed As:

Good Till Cancelled (Valid only for 30 calendar days)

Enter Quantity1 2 Enter Order Review & Submit3



My Accounts Education Center Markets Equity Plans



Through Benefits OnLine you can sell shares that you hold in your Merrill Lynch brokerage account. When you do, you can choose a quantity to sell or select specific tax lots* to sell. When choosing a quantity, shares are sold on a first-in, first-out basis for tax purposes, since each tax lot may have a common cost basis (the shares held the longest are sold first). Choosing specific tax lots to sell can simplify recordkeeping for tax purposes.

Choose Total Quantity to Sell or Select Tax Lots

You can choose Enter Total Quantity to Sell or Select Tax Lots from the List Below.

» If you choose Enter Total Quantity to Sell, just enter that quantity in the adjacent box. Then click Continue.

» If you choose Select Tax Lots, select the tax lot(s) from the display and enter the quantity to sell from each lot at the right of the screen. Then click Continue.

Sale Order Information Choose either Market, to have

the order executed at the next available sale price, or Limit, to have the order executed only if the stock reaches a certain price (enter the Limit Price). Under

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My Accounts > Equity Plans > Brokerage Account > Sell Shares

The Sell Shares menu item will be available only if you have opened your Merrill Lynch brokerage account related to your Lilly equity awards plan.

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* A “tax lot” identifies a security’s purchase date, cost basis and transaction size. Your choice of which tax lot to sell could affect the capital gain or loss realized on the transaction.

Sell Lilly stock

Duration, choose Day for Market Orders, and for Limit Orders, choose either Day or Good Till Cancelled (valid for only 30 calendar days).

Distribution Method Choose how you want to receive proceeds – by check, wired to an account or held in your Merrill Lynch

brokerage account (which doesn’t pay interest). Then click Continue.

Review Your Order When you click Continue after selecting your distribution method, you will be able to review your order before

submitting it.

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My Accounts


Education Center Advice & Planning Markets Equity Plan

Click the Equity Plan tab to view your award information and access the tools and resources that can help you manage and monitor your account. The most common tasks are highlighted below.

Go to myequity.lilly.com, log in and select the Equity Plan tab to view the menus that follow.

* Plan documents, including any prospectus or grant agreement, posted on Benefits OnLine are prepared and made available to you by your company, not Merrill Lynch.

Quick guide to your awards online

Select menu item… if you want to…

Grant Information

View award information: Select Grant Summary — Grant Detail Potential value of your awards (based on prior trading day’s closing price) and details about each of your grants.

View annual statements or confirmations Annual statements provide an annual status of your awards. A confirmation is a record of each award transaction (settling of awards; does not include subsequent stock sales).

My Activity View previous or pending activity View your previous activity by time period and type of activity or review your pending activity.

Individual/Plan Information

View your personal information/tax profile: Select Participant/Tax Profile Your personal information, including address, Merrill Lynch internal verification number and tax rates as provided by your company.

Document LibraryView plan agreements and forms Agreements and forms related to equity awards, along with plan documents and brochures related to your plan.*

Model (Section 16 persons can model online but must call the plan’s financial advisor team to conduct transactions.)

Model restricted stock or other awards: Select Model Only Estimate of the net proceeds of future award transaction(s).

Brokerage Account

Sell shares: Select Sell Shares Allows you to sell shares held in your brokerage account (LIIA).

Review sell orders: Select View/Change Orders Allows you to cancel a pending order or extend a limit order.

View brokerage and tax statements: Select Go to MyMerrill Statement of cash and securities in your brokerage account (LIIA/IIA) and of any transactions, as well as tax reporting statements.

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Transaction fees Award recipients are charged the following commissions for sales of Lilly stock held in your Merrill Lynch brokerage account.

Service Channel Minimum Transaction Cost Postage & HandlingOnline $29.95 $0.03 per share $5.35

Participant service representative $29.95 $0.06 per share $5.35

Financial Advisor team $50.00 $0.06 per share $5.35

The minimums and transaction costs listed apply to each individual award.

Participants selling large blocks of shares (e.g., 10,000 or more) may benefit by consulting a Merrill Lynch representative prior to executing the transaction. Merrill Lynch’s Special Equities Trading group may be able to obtain a more favorable stock price than the online system when selling large blocks of shares. (However, there is no guarantee that a representative will be able to obtain a more favorable execution price.)

Other fees*Account Cost Important Information

Limited Individual Investor Account (LIIA)

■■ No fee for active participants ■■ $65 annual fee for inactive participants with cash and/or securities balance

■■ $15 quarterly low balance fee for inactive participants with balances below $20,000

Active participants include anyone with grants outstanding or eligible to receive future grants. Contact a participant service representative for more information.

Service Cost Important InformationWire Transfer $7.50** Wire transfers may not be available in all currencies.

Non-U.S. Currency Checks $15.00** Checks may not be available in all currencies.

Stock Certificate / DRS Statement Requests

Contact a participant service representative

Fees vary depending on your company’s participation in the Direct Registration System (DRS) at the Depository Trust Company.

SEC Transaction Fee(as of February 16, 2016)

$0.0218 for each $1,000.00 or fraction thereof

Fee assessed and paid to the Securities and Exchange Commission (SEC) on each stock sale. Fee is subject to change by the SEC.

Brokerage Account Transfer (DTC transfer)

No fee for active participants

Applies only to Depository Trust Company (DTC) transfer of assets to another broker. Contact a participant service representative for more information.

Duplicate Confirmations $5.00 per hard copy Excludes transactions within the last six months. Available online at

no cost.Duplicate Statements $5.00 per hard copy Excludes the two most recent statements. Available online at no cost.

Commissions and account fees for transactions and services unrelated to your Lilly equity awards plan are subject to standard Merrill Lynch rates. Please speak with a participant service representative for more information.

* You will be subject to the applicable fees, terms and conditions associated with the retail brokerage account established in connection with your equity award program. All brokerage account fees are subject to change upon notification to you.

** Requests made outside of the AwardChoice® system (Benefits OnLine, participant service representatives or a financial adviser) are subject to retail brokerage wire transfer fees.

Service fees

This guide contains certain descriptions of plan features as they exist at the time of final editing of the guide, February 2017. While every effort has been made to ensure the accuracy of the guide, if there is any conflict between the information in the guide and the official documents governing the plans and programs, the official documents will control. Nothing in the guide is intended to create or affect an employment relationship between Lilly, or its subsidiaries and affiliates, and any person. The sponsors of the plans and programs have reserved the right to amend or terminate any plan or program at any time, at the sole discretion of each, in accordance with the terms of the plan or program.

Neither Lilly nor Merrill Lynch nor any of its affiliates or financial advisors provide legal, tax or accounting advice. You should consult your legal and/or tax advisors before making any financial decisions.

Unless otherwise noted, all trademarks and registered trademarks are the property of Bank of America Corporation. ©2017 Bank of America Corporation. All rights reserved. ARWYM8PF | 20162979-1 | 02/2017

Contacting Merrill Lynch: Outside the United States, Puerto Rico and Canada, use the AT&T USADirect access code for the country you are dialing from and (800) 553-3640, OR for a charge, dial direct: (609) 818-8831. Press the number zero (0) on your keypad to speak with a representative. If asked for your Merrill Lynch internal verification number (IVN), you may access it by going to myMLIVN.lilly.com.

For further dialing instructions, see the AT&T USADirect access code directory.


