8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 9, 2023

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Elanco

Animal Health Incorporated

(Exact name of registrant as specified in its charter)

Indiana	001-38661	82-5497352
(State<br> or other jurisdiction <br><br>of incorporation)	(Commission<br> <br><br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
2500 Innovation Way<br><br> <br>Greenfield, Indiana<br> <br>(Address of principal executive offices)	46140<br> <br>(Zip<br> Code)
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Registrant’s telephone number, including area code:

(877

)

352-6261

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	ELAN	New York Stock Exchange
5.00% Tangible Equity Units	ELAT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨  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. ¨

Item 7.01	Regulation FD.

On January 10, 2023, Elanco Animal Health Incorporated (the “Company”) will present at the 41^st^ Annual J.P. Morgan Healthcare Conference (the “JPM Conference”). A copy of the Company’s presentation is furnished as Exhibit 99.1.

In the presentation, the Company notes that in the fourth quarter of 2022 it initiated a submission to the U.S. Food and Drug Administration for its JAK inhibitor.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Investor Presentation of Elanco Animal Health Incorporated at the JPM Conference.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

	Elanco Animal Health Incorporated
Date: January 9, 2023	By:	/s/ Todd Young
		Name: Todd Young
		Title: Executive Vice President and Chief Financial Officer

Exhibit 99.1

J.P. Morgan Healthcare<br>Conference<br>January 10, 2023<br>Jeff Simmons<br>President & Chief Executive Officer

| © 2023 Elanco or its affiliates<br>This presentation contains forward<br>-<br>looking statements within the meaning of Section 27A of the Securities Act of 1933 and Sectio<br>n 21E of the Securities Exchange Act of<br>1934<br>\(Exchange Act\), including, without limitation<br>, our long<br>-<br>term revenue and earnings growth expectations, reduction of debt and leverage, expectations regarding product launche<br>s<br>and related regulatory proceedings, and our industry and our operations, performance, and financial condition<br>..<br>Forward<br>-<br>looking statements are based on our current expectations and<br>assumptions regarding our business, the economy and other future conditions. Because<br>forward<br>-<br>looking statements relate to the fu<br>ture, by their nature, they are subject to inherent<br>uncertainties, risks and changes in circumstances that are difficult to predict.<br>As a result, our actual results may differ materially from those contemplated by the forward<br>-<br>looking<br>statements.<br>Important factors that could cause actual results to differ materially<br>from those in the forward<br>-<br>looking statements include regi<br>onal, national, or global political, economic, business,<br>competitive, market, and regulatory conditions, including but not<br>limited to the following: heightened competition, including fr<br>om generics; the impact of disruptive innovations and<br>advances in veterinary medical practices, animal health<br>technologies and alternatives to animal<br>-<br>derived protein; changes in regu<br>latory restrictions on the use of antibiotics in farm<br>animals; our ability to implement our business strategies<br>or achieve targeted cost efficiencies and gross margin improvements; c<br>onsolidation of our customers and distributors; an<br>outbreak of infectious disease carried by farm animals; the<br>impact on our operations, the supply chain, customer demand, and our<br>liquidity as a result of the COVID<br>-<br>19 global health<br>pandemic; the success of our research and development<br>\(R&D\) and licensing efforts; misuse, off<br>-<br>label or counterfeiting use of ou<br>r products; unanticipated safety, quality or efficacy<br>concerns and the impact of identified concerns<br>associated with our products; the impact of weather conditions and the availabili<br>ty of natural resources; use of alternative distribution<br>channels and the impact of increased or<br>decreased sales to our channel distributors<br>,<br>resulting<br>in<br>fluctuation in our revenues; manufacturing problems and capacity imbalances;<br>challenges to our intellectual property rights or<br>our alleged violation of rights of others; risks related to our presence in fo<br>reign markets; breaches of our information technology systems;<br>our ability to complete acquisitions and<br>successfully integrate the businesses we acquire, including Kindred<br>BioSciences<br>, Inc. and the animal health business of Bayer AG \(Bayer<br>Animal Health\); the terms, timing or<br>structure of any separation of the microbiome R&D platform, including whether it will be co<br>nsummated at all, and whether the operational and<br>strategic benefits of such transaction<br>can be achieved, including whether the uncertainty of announcing the separation initiativ<br>e will have adverse impacts on the employees, customers<br>and suppliers related to the<br>platform; the effect of our substantial indebtedness on our business; the uncertainties<br>inherent in<br>research relating to product safety and additional analyses<br>of existing safety data; actions by regulatory bodies, including as a result of their interpretation of studies on<br>product safet<br>y; unfavorable publicity resulting from media reports on our<br>products; public acceptance of our products; fluctuations in our business results due to seasonality and<br>other factors; and the<br>impact of litigation, regulatory investigations, and other<br>legal matters.<br>For additional information about the factors that could cause actual results to differ materially from forward<br>-<br>looking statement<br>s, please see our latest Form 10<br>-<br>K and<br>subsequent Form<br>10<br>-<br>Qs filed with the Securities and Exchange Commission.<br>We undertake no duty to update forward<br>-<br>looking statements.<br>Forward<br>-<br>looking statements<br>2 |

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| © 2023 Elanco or its affiliates<br>Today’s<br>Focus<br>Attractive Global Industry Backdrop<br>driven by increased pet<br>ownership and protein demand<br>Independent, Product<br>-<br>Focused<br>Animal Health Leader<br>Innovation, Portfolio, Productivity \(IPP\) Strategy<br>to Optimize<br>Serving Customers and Creating Value<br>Differentiated Trends to Watch<br>in Animal Health<br>Elanco well positioned with next era of innovation and growth to drive<br>meaningful long term value creation<br>A Leader In The Growing Animal Health Industry<br>3 |

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| © 2023 Elanco or its affiliates<br>Animal Health Market Expected to Remain Durable in 2023<br>Note: Industry figures represent Elanco market analysis for 2022 based on<br>Vetnonsis<br>, Animal Pharm and internal estimates for animal health medicines and vaccines.<br>Industry Success Factors:<br>Broad Portfolios, Innovation, Global Reach, Value<br>-<br>added Capabilities<br>Pet Health<br>$14B Global Industry<br>Pet ownership and “humanization” of pets<br>a continued tailwind globally<br>Innovation and increased compliance and<br>convenience<br>expected to drive growth<br>Vet labor and capacity<br>constraints continue,<br>while<br>spend expected to grow<br>Economic pressure<br>impacting the retail channel;<br>specifically in the US and Europe<br>Farm Animal<br>$22B Global Industry<br>Protein demand<br>continues to grow globally driven<br>by increasing GDPs, expanding protein diets, and<br>efficient trade<br>Environmental Sustainability<br>expected to<br>create the next area of industry opportunity<br>Elevated input costs, drought and disease<br>pressure impacting producer profitability<br>Uncertainty in<br>Chinese protein markets<br>4 |

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| © 2023 Elanco or its affiliates<br>Elanco: An Independent, Product<br>-<br>Focused Leader<br>\(1\)<br>Non<br>-<br>GAAP financial measure. See Appendix to this presentation for more information, including GAAP to non<br>-<br>GAAP reconciliations.<br>\(2\)<br>5 potential blockbusters include Experior, parvovirus treatment, broad spectrum parasiticide, and JAK Inhibitor and IL<br>-<br>31 in der<br>matology.<br>Note: Financials based on the midpoint of 2022 full year guidance, as provided in the Company’s Q3 2022 earnings presentation<br>is<br>sued on November 8, 2022.<br>$4.408 B<br>Revenue<br>$1.04<br>Adj. EPS<br>\(1\)<br>$1.028 B<br>Adj. EBITDA<br>\(1\)<br>Key Financial Metrics<br>2022 Guidance Midpoint \(as of November 8, 2022\)<br>An Independent Global Leader<br>Improved Mix, Optimized Infrastructure<br>Completed independent stand up<br>Intentional portfolio shift towards high margin Pet Health<br>Decisive actions and disciplined execution on<br>synergy capture and productivity<br>Bayer systems integration expected to be completed in Q2 2023<br>Path to 5 potential blockbusters<br>\(2\)<br>approved by H1 2024<br>Diverse, Global Portfolio<br>Balanced Across Geography and Species<br>Revenue Category<br>by Geography<br>Revenue<br>by Species<br>20%<br>34%<br>16%<br>29%<br>Pet Health<br>Farm Animal<br>International<br>49%<br>21%<br>16%<br>10%<br>4%<br>Pet Health<br>Cattle<br>Poultry<br>Swine<br>Aqua<br>U.S.<br>5<br>Percentages may not add due to rounding. |

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| © 2023 Elanco or its affiliates<br>6<br>Focused on consistently delivering high margin<br>products in large market spaces<br>8 product approvals in major markets in 2022;<br>additional approvals expected in 2023<br>Path to 5 potential blockbusters  \($100M+\)<br>approved by H1 2024<br>Expect to deliver $600 to $700M<br>in innovation sales by 2025<br>IPP: Innovation, Portfolio, Productivity<br>Concentrated in Areas of<br>Highest Potential<br>Unlocking Value<br>Company wide productivity actions driving<br>margin expansion since IPO<br>Adjusted EBITDA<br>\(3\)<br>synergies of $345M<br>expected by 2023<br>One<br>-<br>time cash costs associated with<br>integration and restructuring expected to<br>step down starting in 2024<br>Strengthening Mix and Margin<br>Innovation & Focus<br>\(1\)<br>Brands to lead growth<br>Execution on enablers<br>\(2\)<br>remains key to<br>portfolio strategy<br>Pet Health<br>:<br>Broad, global parasiticide portfolio;<br>Growing therapeutics<br>Farm Animal<br>:<br>Share gain in poultry and aqua;<br>Building and shaping sustainability<br>Customer<br>Veterinarian<br>Farmer<br>Pet Owner<br>Elanco’s Strategy to Optimize Serving Customers and Creating Value<br>\(1\)<br>Focus Brands are defined as Seresto, Galliprant, Credelio, Interceptor Plus, Claro and the Poultry and Aqua portfolios.<br>\(2\)<br>Growth Enablers are defined as launch excellence, omnichannel leadership, geographic focus, pricing, and digital ecosystem.<br>\(3\)<br>Non<br>-<br>GAAP financial measure. See Appendix to this presentation for more information. |

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| © 2023 Elanco or its affiliates<br>7<br>IPP: Consistent, High Impact<br>Innovation<br>in Animal Health<br>1<br>Refreshed Structure<br>The One Elanco R&D organization has<br>moved past integration, entering a more<br>stable phase. With optimized resource<br>allocation, streamlined ways of working,<br>and deepened technical expertise in key<br>areas, our highly experienced, capable<br>team is poised to deliver.<br>2<br>Focused Pipeline<br>Elanco has prioritized assets, including<br>late<br>-<br>stage potential blockbusters, with the<br>potential to complete in large markets<br>through both funding and allocation of time<br>for top talent. Balanced with attention to life<br>cycle management and early<br>-<br>stage<br>pipeline to drive consistent flow of<br>innovation.<br>Integrated &<br>Optimized<br>Streamlined<br>Ways of<br>Working<br>Deepened<br>Expertise<br>Recent Examples<br>Kindred<br>mAb platform and dermatology<br>Bexacat<br>novel SGLT<br>-<br>2 feline diabetes treatment<br>Bovaer<br>\(1\)<br>methane<br>-<br>reducing feed additive for cattle<br>Numerous<br>early<br>-<br>stage collaborations<br>3<br>Partner of Choice<br>Elanco embraces an internal / external<br>innovation model, allowing us to be<br>generally agnostic on sources of<br>innovation. Elanco is a true partner of<br>choice in the industry and actively<br>evaluating opportunities aligned with our<br>targeted platforms.<br>Prioritize<br>Large Market Spaces<br>Path to 5 potential blockbusters<br>approved<br>by the first half of 2024<br>Maximize<br>Life Cycle Management<br>Refill<br>Focus on Differentiation<br>Customer<br>\(1\)<br>Announced licensing of Bovaer on April 27, 2022. The product is not yet approved in the U.S. |

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| © 2023 Elanco or its affiliates<br>Asset<br>U.S. Regulatory<br>Agency<br>Species<br>Research<br>Exploratory<br>Development<br>Product<br>Development<br>Initial<br>Submission<br>\(1\)<br>Approval<br>Peak Sales<br>Opportunity<br>\(3\)<br>Zorbium<br>Pain<br>FDA \(Rx\)<br>Advantage XD<br>OTC Flea<br>EPA \(OTC\)<br>H2 2023<br>\(2\)<br>Bexacat<br>SGLT<br>-<br>2 Diabetes<br>FDA \(Rx\)<br>KIND<br>-<br>030<br>Parvovirus<br>USDA \(Rx\)<br>By Q1 2023<br>\(2\)<br>\(conditional\)<br>Broad Spectrum<br>Parasiticide<br>FDA \(Rx\)<br>H1 2024<br>\(2\)<br>JAK Inhibitor<br>Dermatology<br>FDA \(Rx\)<br>H1 2024<br>\(2\)<br>IL<br>-<br>31 SA Antibody<br>Dermatology<br>USDA \(Rx\)<br>H1 2023<br>\(1\)<br>H1 2024<br>\(2\)<br>\(1\) Expected submission timing is based on internal estimates and could change as programs evolve.<br>\(2\) Potential approval timing is subject to regulatory agency outcomes.<br>\(3\) Potential peak sales represent the level of annual sales expected for a product on a global basis at its peak.<br>Advantage XD Cat<br>Advantage XD Dog<br>$10<br>-<br>$49M<br>$50<br>-<br>$99M<br> ≥$100M<br>Q4 2022<br>Q4 2022<br>Progress since Q3 2022 Earnings Call<br>8<br>IPP: Progress and Outlook for Elanco’s Next Era of Growth<br>Preparing for a historic innovation launch window for Pet Health in ‘23 and ‘24<br>Customer |

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| © 2023 Elanco or its affiliates<br>\(1\)<br>OTV = outside the vet<br>\(2\)<br>Excluding vaccines<br>\(3\)<br>MFA = medicated feed<br>additives<br>Market Leader<br>in OTC parasiticides, pain<br>Competitive Innovation<br>in Rx parasiticides<br>Portfolio Gap<br>in dermatology<br>Innovating<br>across dermatology, broad spectrum<br>and OTC parasiticides, other therapeutics<br>Pet<br>Health<br>Market Leader<br>in topical & collar parasiticides<br>Market Expansion<br>in emerging markets<br>Market Pressure<br>as a result<br>of economic climate, primarily in Europe<br>Innovating<br>in dermatology<br>Driving OTV<br>\(1\)<br>Expansion<br>for parasiticides<br>Market Leader<br>in Poultry and Swine<br>Top 2 Player<br>in Cattle<br>Generic Pressure<br>impacting price performance<br>Portfolio Gap<br>in vaccines<br>Driving Industry Focus<br>on sustainability<br>Expanding portfolios<br>and value beyond product<br>Market Leader<br>in Poultry<br>\(2\)<br>and Swine<br>\(2\)<br>Top 2 Player<br>in Aqua<br>Market Access pressure<br>for MFAs<br>\(3\)<br>Portfolio Gap<br>in vaccines<br>Expanding portfolios<br>through geo<br>-<br>expansion<br>and life cycle management<br>US<br>International<br>Farm<br>Animal<br>9<br>IPP: A Global, Diverse<br>Portfolio<br>Reaching the World’s Animals<br>Improving Product Mix Drives Stability & Margin Strength<br>Customer |

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| © 2023 Elanco or its affiliates<br>IPP:<br>Productivity<br>Progress<br> & Proof Points<br>\(1\)<br>Non<br>-<br>GAAP financial measure. See Appendix to this presentation for more information, including GAAP to non<br>-<br>GAAP reconciliations.<br>\(2\)<br>B<br>ased<br>on the midpoint of 2022 full year guidance, as provided in the<br>Company’s<br>Q3 2022 earnings presentation issued on November 8, 2022.<br>Note: At the midpoint of our latest guidance issued on November 8, 2022,<br>Adjusted EBITDA Margin is expected to decline in the fourth quarter.<br>\(3\)<br>Represents data from initial Bayer animal health acquisition footprint in August 2020 compared to footprint at year<br>-<br>end 2022.<br>7 Consecutive Quarters<br>of adjusted EBITDA margin<br>\(1\)<br>expansion; Latest guidance<br>implies adjusted EBITDA margin expansion for full year 2022<br>\(2\)<br>Reduced Footprint<br>\(3\)<br>with reduction of R&D sites from 9 to 6 and internal<br>manufacturing sites from 20 to 17<br>Right<br>-<br>sized Corporate Structure Post<br>-<br>Acquisition<br>by consolidating international org. structure, streamlining<br>global functions, and further focusing R&D investment areas<br>Enhanced Ownership Mentality<br>with Elanco Cash Earnings and<br>Employee Stock Purchase Plan<br>Adjusted EBITDA Synergies<br>expected to reach between $395 and $405 million<br>by 2024, above initial expectations<br>ERP System Integration<br>accelerated to Q2 2023, representing last major<br>integration cash need, ahead of initial expectations<br>Customer<br>10 |

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| © 2023 Elanco or its affiliates<br>Key Considerations for 2023<br>Slide as initially shared in Q3 2022 Earnings Call Slides on November 8, 2022.<br>Tailwinds<br>Innovation ramp and new launches<br>More consistent supply chain inputs<br>Price growth<br>Improving<br>dynamics in China<br>Productivity efforts to continue; inflation cools<br>Focus<br>IPP<br>Strategy<br>Headwinds<br>Economic slowdown continuing to impact Europe and<br>U.S. pet retail markets<br>Competition in U.S. Pet Health business and Farm<br>Animal generics<br>Important investments in R&D, launch, manufacturing<br>Higher interest rates<br>U.S. dollar strength in H1<br>Control the<br>Controllables<br>Advancing<br>Capabilities<br>Debt<br>Paydown<br>11 |

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| © 2023 Elanco or its affiliates<br>Differentiated Trends to Watch in Animal Health<br>Innovation<br>Globalization<br>Farm Sustainability<br>Emergence of generic models<br>,<br>primarily in Farm Animal market;<br>increased importance of innovation<br>and portfolios of solutions<br>Global access to trade<br>for meat<br>is essential to enable sustainable<br>demand, reduce cyclicality and<br>support producer profitability<br>Elanco is well positioned in the key areas driving future industry growth<br>Livestock can play a positive<br>role<br>in sustainability, with further<br>maturation of the carbon market<br>being essential<br>The intersection of:<br> •<br>Animal<br>Health<br> •<br>Human<br>Health<br> •<br>Environmental<br>Health<br>Increases in ownership and<br>humanization of pets outside the U.S.<br>is driving<br>market expansion<br>and<br>increased spend<br>across developed<br>and emerging markets<br>Sustainable industry<br>-<br>wide<br>price<br>growth<br>driven by  innovation and<br>differentiation<br>12 |

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| © 2023 Elanco or its affiliates<br>13<br>A Compelling Long Term Value Proposition<br>Leader in Attractive, Durable Global Market<br>Increasing demand for protein<br>Pet ownership and spending tailwinds<br>Targeted Value<br>-<br>Generating Strategy<br>Innovation, Portfolio, and Productivity \(IPP\) strategy,<br>with EVA<br>-<br>like compensation model<br>Disciplined Delivery, Executing on the Controllables<br>Reduced costs and expanded margins amidst macro challenges,<br>with optimized infrastructure to support growth from innovation<br>Late<br>-<br>Stage Pipeline Progressing<br>Path to 5 potential blockbuster approvals by the first half of 2024,<br>balance to optimize lifecycle management and refill early stage |

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| Guidance and GAAP reported to<br>non<br>-<br>GAAP adjusted reconciliations<br>Appendix<br>14 |

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| © 2023 Elanco or its affiliates<br>15<br>Full Year 2022<br>Financial<br>Guidance<br>\(1\)<br>\(as of November 8, 2022\)<br>$ millions, except<br>per share values<br>November<br>Revenue<br>$4,385<br>-<br>$4,430<br>Reported Net Loss<br>$\(82\)<br>-<br>$\(57\)<br>Adjusted EBITDA<br>\(2\)<br>$1,010<br>-<br>$1,045<br>Reported Diluted EPS<br>$\(0.17\)<br>-<br>$\(0.12\)<br>Adjusted Diluted EPS<br>\(2\)<br>$1.01<br>-<br>$1.07<br>\(1\)<br>Represents<br>2022 full year guidance, as provided in the<br>Company’s<br>Q3 2022 earnings presentation issued on November 8, 2022.<br>\(2\)<br>Non<br>-<br>GAAP financial measure. See slides 16 and 17 for the GAAP to non<br>-<br>GAAP<br>reconciliations. |

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| © 2023 Elanco or its affiliates<br>16<br>Full Year 2022<br>EPS Guidance<br>Reconciliation<br>\(1\)<br>\(as of November 8, 2022\)<br>Reported \(Loss\) per Share<br>$\(0.17\)<br>-<br>$\(0.12\)<br>Amortization of Intangible Assets<br>$1.07<br>Asset Impairment, Restructuring, and Other Special Charges<br>\(2\)<br>$0.39<br>-<br>$0.40<br>Other Expense, Net<br>$0.04<br>Subtotal<br>$1.50<br>-<br>$1.51<br>Tax Impact of Adjustments<br>$\(0.33\)<br>-<br>$\(0.32\)<br>Total Adjustments to Earnings \(Loss\) per Share<br>$1.18<br>Adjusted Earnings per Share<br>\(3\)<br>$1.01<br>-<br>$1.07<br>Note: Numbers may not add due to rounding<br>\(1\)<br>Represents<br>2022 full year guidance, as provided in the<br>Company’s<br>Q3 2022 earnings presentation issued on November 8, 2022.<br>\(2\)<br>Asset impairment, restructuring, and other special charges adjustments primarily relate to integration efforts of acquired bu<br>sin<br>esses, including the animal health business of Bayer, and IPR&D related to the<br>feline diabetes care asset Elanco licensed during the second quarter.<br>\(3\)<br>Adjusted EPS is calculated as the sum of reported EPS and total adjustments to EPS. |

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| © 2023 Elanco or its affiliates<br>17<br>Full Year 2022<br>$ millions<br>Reported Net Loss<br>$\(82\)<br>-<br>$\(57\)<br>Net Interest Expense<br>Approx. $245<br>Income Tax Provision<br>$\(9\)<br>-<br>$\(5\)<br>Depreciation and Amortization<br>Approx. $680<br>EBITDA<br>$836<br>-<br>$865<br>Non<br>-<br>GAAP Adjustments<br>Asset Impairment, Restructuring, and Other Special Charges<br>Approx. $195<br>Accelerated Depreciation and Other Special Charges<br>Approx. \($20\)<br>Other Expense, Net<br>$2<br>Adjusted EBITDA<br>$1,010<br>-<br>$1,045<br>Adjusted EBITDA Margin<br>23.0%<br>-<br>23.6%<br>EBITDA<br>Guidance<br>Reconciliation<br>\(1\)<br>\(as of November 8, 2022\)<br>\(1\)<br>Represents<br>2022 full year guidance, as provided in the<br>Company’s<br>Q3 2022 earnings presentation issued on November 8, 2022.<br>Note: Numbers may not add due to rounding |

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