Item 1.01 Entry into a Material Definitive Agreement.

On June 28, 2022, 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 Bank of America, N.A., as incremental term lender, each other person party thereto 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 $175,000,000, to be used to repay outstanding obligations under its revolving facility under the Credit Agreement. The incremental term facility matures on June 30, 2025. The terms of the new incremental term facility 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 June 28, 2022 by and among
              Elanco Animal Health Incorporated, Elanco US Inc., the subsidiary loan
              parties party thereto, Bank of America, N.A., as incremental term
              lender, each other person party thereto 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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