Item 8.01. Other Events.

On September 8, 2021, Eli Lilly and Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch International, Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited and Deutsche Bank AG, London Branch, as representatives of the several underwriters named therein, for the issuance and sale by the Company of €600,000,000 aggregate principal amount of its 0.500% Notes due 2033 (the "2033 Notes"), €500,000,000 aggregate principal amount of its 1.125% Notes due 2051 (the "2051 Notes"), €700,000,000 aggregate principal amount of its 1.375% Notes due 2061 (the "2061 Notes") and £250,000,000 aggregate principal amount of its 1.625% Notes due 2043 (the "2043 Notes" and, collectively with the 2033 Notes, the 2051 Notes and the 2061 Notes, the "Notes"). The Notes are to be issued pursuant to an indenture (the "Indenture"), dated February 1, 1991, between the Company and Deutsche Bank Trust Company Americas (as successor to Citibank, N.A.), as trustee, and an officers' certificate setting forth the terms of the Notes (including the forms of such Notes as exhibits). The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-229735). The 2033 Notes accrue interest at a rate of 0.500% per annum, payable annually, and, except as contemplated in the following paragraph, mature on September 14, 2033. The 2051 Notes accrue interest at a rate of 1.125% per annum, payable annually, and, except as contemplated in the following paragraph, mature on September 14, 2051. The 2061 Notes accrue interest at a rate of 1.375% per annum, payable annually, and, except as contemplated in the following paragraph, mature on September 14, 2061. The 2043 Notes accrue interest at a rate of 1.625% per annum, payable annually, and, except as contemplated in the following paragraph, mature on September 14, 2043. Upon the closing of the offering of the Notes, which is expected to occur on September 14, 2021, the Company will realize, after deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds of approximately €596.3 million from the sale of 2033 Notes, approximately €485.7 million from the sale of 2051 Notes, approximately €680.0 million from the sale of 2061 Notes and approximately £243.3 million from the sale of 2043 Notes.

Upon the occurrence of an Event of Default (as defined in the Indenture) with respect to a series of Notes, the principal amount of the Notes of that series may be declared, and become, immediately due and payable. The Company may, at its election, redeem the Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes. The Company may also, at its election, redeem each series of the Notes in whole, but not in part, in the event of certain developments affecting U.S. taxation at a redemption price equal to 100% of the then outstanding principal amount, together with unpaid interest accrued thereon to the date fixed for redemption.

The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the form of officers' certificate, the Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.       Description

    1.1             Underwriting Agreement, dated September 8, 2021, among Eli
                  Lilly and Company and Merrill Lynch International, Barclays Bank
                  PLC, BNP Paribas, Citigroup Global Markets Limited and Deutsche
                  Bank AG, London Branch, as representatives of the several
                  underwriters.

   4.1*             Indenture, dated February 1, 1991, between Eli Lilly and
                  Company and Deutsche Bank Trust Company Americas, as successor to
                  Citibank, N.A., as Trustee.

   4.2±             Tripartite Agreement, dated September 13, 2007, appointing
                  Deutsche Bank Trust Company Americas as Successor Trustee under
                  the Indenture listed above.

    4.3             Form of Officers' Certificate setting forth the terms and form
                  of the Notes.

    4.4             Form of 0.500% Note due 2033 (included in Exhibit 4.3 above).


    4.5             Form of 1.125% Note due 2051 (included in Exhibit 4.3 above).


    4.6             Form of 1.375% Note due 2061 (included in Exhibit 4.3 above).

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   4.7             Form of 1.625% Note due 2043 (included in Exhibit 4.3 above).

   5.1             Opinion of Kirkland & Ellis LLP.

   5.2             Opinion of Jonathan Groff, Esq.

   23.1            Consent of Kirkland & Ellis LLP (included as part of Exhibit
                 5.1).

   23.2            Consent of Jonathan Groff, Esq. (included as part of Exhibit
                 5.2).

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

* Incorporated by reference to the same-numbered exhibit of the Company's

Registration Statement on Form S-3 (File No. 333-186979), filed with the

Securities and Exchange Commission ("SEC") on March 1, 2013.

± Incorporated by reference to the same-numbered exhibit of the Company's Annual

Report on Form 10-K for the year ended December 31, 2008

(File No. 001-06351), filed with the SEC on February 27, 2009.

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