Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2021, Elanco Animal Health Incorporated (the "Company"), Elanco US Inc. and certain subsidiaries of the Company entered into an incremental assumption agreement (the "Incremental Assumption Agreement") with Farm Credit Mid-America, PCA, as incremental term lender, and Goldman Sachs Bank USA, as the term facility agent, supplementing and amending the Company's existing credit agreement (the "Credit Agreement") dated as of August 1, 2020 relating to its senior secured credit facility. The Incremental Assumption Agreement provides for a new incremental term facility under the Credit Agreement in an aggregate principal amount of $500,000,000, to be used to repay in full the Company's 3.912% Senior Notes due August 27, 2021. The incremental term facility matures on August 12, 2028. The terms of the new incremental term facility, including the interest rate and repayment terms, are generally consistent with the terms of the Company's existing term loan facility under the Credit Agreement.

The foregoing description of the Incremental Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Assumption Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.



The disclosure set forth under Item 1.01 above is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
  10.1          Incremental Assumption Agreement dated August 12, 2021 by and among
              Elanco Animal Health Incorporated, Elanco US Inc., the subsidiary
              loan parties party thereto, Farm Credit Mid-America, PCA, as
              incremental term lender and Goldman Sachs Bank USA, as the term
              facility agent.
104.1         Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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