United States securities and exchange commission logo





                            December 9, 2021

       Anat Ashkenazi
       Senior VP and Chief Financial Officer
       Eli Lilly & Co
       Lilly Corporate Center
       Indianapolis, Indiana 46285

                                                        Re: Eli Lilly & Co
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed February 17,
2021
                                                            Form 8-K furnished
October 26, 2021
                                                            File No. 001-06351

       Dear Ms. Ashkenazi:

               We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment. In our comment, we may ask
you to provide us
       with information so we may better understand your disclosure.

              Please respond to the comment 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
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to the comment, we may have additional comments.

       Form 8-K furnished October 26, 2021

       Exhibit 99.1 Earnings Release
       Reconciliation of GAAP Reported to Selected Non-GAAP Adjusted
Information (Unaudited),
       page 26

   1.                                                   You include acquired
in-process research and development as one of your non-GAAP
                                                        adjustments and state
that these costs were associated with upfront payments for acquired
                                                        in-process research and
development projects acquired in a transaction other than a
                                                        business combination.
You also include a similar non-GAAP adjustment in your earnings
                                                        release for the year
ended December 31, 2020. Please address the following:
 Anat Ashkenazi
Eli Lilly & Co
December 9, 2021
Page 2
                For each asset acquisition for which you recorded acquired
IPR&D in 2020 and the
              nine months ended September 30, 2021, clarify for us whether you
acquired the
              associated research & development project outright or acquired
the rights to the
              product candidate and/or related technology under a license
agreement. In this
              regard, we note disclosures in both your Form 10-K for the year
ended December 31,
              2020 and your Form 10-Q for the quarterly period ended September
30, 2021 that
              appear to distinguish between acquisitions and business
development transactions or
              other collaborations.
                For each type of acquired IPR&D transaction (i.e., asset
acquisitions, license
              agreements, etc.), explain to us why you believe it is
appropriate to include non-
              GAAP adjustments for these upfront payments given that these
expenditures appear
              to be normal, recurring, cash operating expenses necessary to
operate your business.
              Refer to Question 100.01 of the Non-GAAP Financial Measures
Compliance and
              Disclosure Interpretations.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

        You may contact Li Xiao at (202) 551- 4391 or Angela Connell,
Accounting Branch
Chief, at (202) 551- 3426 with any questions.



FirstName LastNameAnat Ashkenazi                              Sincerely,
Comapany NameEli Lilly & Co
                                                              Division of
Corporation Finance
December 9, 2021 Page 2                                       Office of Life
Sciences
FirstName LastName