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September 6, 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
Filed February 22, 2023
File No. 001-06351
Dear Anat Ashkenazi:
            We have reviewed your filing 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.
Form 10-K for the fiscal year ended December 31, 2022
General
1.We note that you provided more expansive disclosure in your 2022 ESG Report, CDP
2022 Climate response and 2022 CDP Water Security response than you provided in your
SEC filings.  Please advise us what consideration you gave to providing the same type of
climate-related disclosure in your SEC filings as you provided in such reports and on your
website.
Management's Discussion and Analysis of Results of Operations and Financial Condition, page
37
2.We note your disclosure on page 33 that you are subject to increased negative attention
from the media, stockholders, activists, and other stakeholders on climate change, social
and sustainability matters, which could negatively affect your business and reputation.
Please expand your disclosure to discuss the potential response from investors, lenders

 FirstName LastNameAnat Ashkenazi
 Comapany NameEli Lilly and Company
 September 6, 2023 Page 2
 FirstName LastName
Anat Ashkenazi
Eli Lilly and Company
September 6, 2023
Page 2
and customers. In addition, we note you indicate in your CDP 2022 Climate response that
climate-related risks are identified and assessed through your risk management process.
To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:
•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions; and
•increased demand for generation and transmission of energy from alternative energy
sources.

3.We note your disclosure on page 29 indicating that you may experience manufacturing,
quality, or supply chain difficulties, disruptions, or shortages in part due to "natural
disasters (including increased instances of natural disasters or other events that may be
due to climate change)."  Discuss the physical effects of climate change on your
operations and results.  This disclosure may include the following:
•severity of weather, such as floods, hurricanes, sea levels, arability of farmland,
extreme fires, and water availability and quality;
•quantification of material weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers or suppliers; and
•any weather-related impacts on the cost or availability of insurance.
Your response should include quantitative information for each of the periods for which
financial statements are presented in your Form 10-K and explain whether changes are
expected in future periods.
4.If material, please discuss any purchase or sale of carbon credits or offsets and the effects
on your business, financial condition, and results of operations. To the extent applicable,
ensure you provide quantitative information with your response for each of the periods for
which financial statements are presented in your Form 10-K and for any future periods.

 FirstName LastNameAnat Ashkenazi
 Comapany NameEli Lilly and Company
 September 6, 2023 Page 3
 FirstName LastName
Anat Ashkenazi
Eli Lilly and Company
September 6, 2023
Page 3
            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.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Donald A. Zakrowski, Senior VP Finance & CAO