United States securities and exchange commission logo





                               September 29, 2023

       Anat Ashkenazi
       Executive Vice President and Chief Financial Officer
       Eli Lilly and Company
       Lilly Corporate Center
       Indianapolis, IN 46285

                                                        Re: Eli Lilly and
Company
                                                            Form 10-K for the
fiscal year ended December 31, 2022
                                                            Response dated
September 20, 2023
                                                            File No. 001-06351

       Dear Anat Ashkenazi:

              We have reviewed your September 20, 2023 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 6, 2023 letter.

       Response dated September 20, 2023

       Management's Discussion and Analysis of Results of Operations and
Financial Condition, page
       37

   1.                                                   We note your response
to our prior comment 2 states that you have "not identified any
                                                        direct or indirect
consequences of climate-related regulation or business trends that have
                                                        or are reasonably
likely to materially affect [your] business, financial condition, or results
                                                        of operations." Please
include a discussion explaining in greater detail your analysis and
                                                        how you concluded on
the materiality of each of the items noted in our prior comment for
                                                        which disclosure was
not deemed necessary. For example, please explain how you
                                                        determined that you
"expect product demand and competitiveness to hinge centrally on
                                                        the effectiveness,
safety, and ease of use of our medicines and other factors directly cited
                                                        in our Form 10-K."
 Anat Ashkenazi
Eli Lilly and Company
September 29, 2023
Page 2
2.    We note your response to our prior comment 3. Please further address the
following:
          Your response states that occasionally your property and operations
have been
         temporarily impacted by severe weather-related events, but such damage
has not been
         material to your operations. Please provide us with quantitative
information for each
         of the periods identified in our prior comment regarding
weather-related damages to
         your property or operations.
          Your 2022 CDP Water Security Response indicates that the primary
direct and
         indirect use of freshwater is vital for production. Please tell us how
you considered
         disclosure regarding the impact of water availability and quality in
the manufacturing
         of your products, including your determination of materiality for your
business and
         operations.
          Please revise your disclosure to more clearly address how you could
be impacted if
         severe weather impacts your customers. In this regard, we note your
disclosure on
         page 7 of your Form 10-K stating that in 2022, 2021, and 2020,
McKesson
         Corporation, AmerisourceBergen Corporation and Cardinal Health, Inc.
each
         accounted for a significant percentage of your consolidated revenue.
          We note that your response states that your cost of insurance as a
percentage of cost
         of products sold and operating expenses increased 0.086% from 2021 to
2022. Please
         provide us with information quantifying the cost of property insurance
for each of the
         periods for which financial statements are presented in your Form 10-K
and whether
         you expect any future period changes to the cost of insurance.
3.    We note your response to our prior comment 4 and reissue it in part.
Please quantify your
      carbon credit or offset purchases for each of the periods for which
financial statements are
      presented in your Form 10-K and for any future periods.
       Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.



                                                            Sincerely,
FirstName LastNameAnat Ashkenazi
                                                            Division of
Corporation Finance
Comapany NameEli Lilly and Company
                                                            Office of Life
Sciences
September 29, 2023 Page 2
cc:       Donald A. Zakrowski, Senior VP Finance & CAO
FirstName LastName