Item 16. Form 10-K Summary.
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Item 16. Form 10-K Summary.
None.
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EXHIBITS
The exhibits listed below and designated with a † are filed with this report. The exhibits listed below and not so designated are incorporated by reference to the documents following the descriptions of the exhibits.
| Exhibit 2.1 | Agreement and Plan of Merger, dated as of May 15, 2018, by and among Zoetis Inc., Zeus Merger Sub, Inc. and Abaxis, Inc. | |
| (incorporated by reference to Exhibit 2.1 to Zoetis Inc.'s Current Report on Form 8-K filed on | ||
| May 16, 2018 (File No. 001-35797)) | ||
| Exhibit 3.1 | Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Zoetis Inc.'s Quarterly | |
| Report on Form 10-Q filed on November 10, 2014 (File No. 001-35797)) | ||
| Exhibit 3.2 | By-laws of the Registrant, amended and restated as of February 19, 2016 (incorporated by reference to Exhibit 3.2 to Zoetis | |
| Inc.’s 2015 Annual Report on Form 10-K filed on February 24, 2016 (File No. 001-35797)) | ||
| Exhibit 4.1 | Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Zoetis Inc.’s registration | |
| statement on Form S-1 (File No. 333-183254)) | ||
| Exhibit 4.2 | Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as trustee | |
| (incorporated by reference to Zoetis Inc.'s registration statement on Form S-1 (File No. 333-183254)) | ||
| Exhibit 4.3 | First Supplemental Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company | |
| Americas, as trustee (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on Form S-1 | ||
| (File No. 333-183254)) | ||
| Exhibit 4.4 | Second Supplemental Indenture, dated November 13, 2015, between Zoetis Inc. and Deutsche Bank Trust Company | |
| Americas, as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed on | ||
| November 13, 2015 (File No. 001-35797)) | ||
| Exhibit 4.5 | Third Supplemental Indenture, dated September 12, 2017, between Zoetis Inc. and Deutsche Bank Trust Company Americas, | |
| as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed on September 12, 2017 | ||
| (File No. 001-35797)) | ||
| Exhibit 4.6 | Fourth Supplemental Indenture, dated August 20, 2018, between Zoetis Inc. and Deutsche Bank Trust Company Americas, | |
| as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed on August 20, 2018 | ||
| (File No. 001-35797)) | ||
| Exhibit 4.7 | Form of 3.450% Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on | |
| Form 8-K filed on November 13, 2015 (File No. 001-35797)) | ||
| Exhibit 4.8 | Form of 3.250% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on | |
| Form S-1 (File No. 333-183254)) | ||
| Exhibit 4.9 | Form of 4.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on | |
| Form 8-K filed on November 13, 2015 (File No. 001-35797)) | ||
| Exhibit 4.10 | Form of 4.700% Senior Notes due 2043 (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on | |
| Form S-1 (File No. 333-183254)) | ||
| Exhibit 4.11 | Form of 3.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | |
| filed on September 12, 2017 (File No. 001-35797)) | ||
| Exhibit 4.12 | Form of 3.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | |
| filed on September 12, 2017 (File No. 001-35797)) | ||
| Exhibit 4.13 | Form of Floating Rate Senior Notes due 2021 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form | |
| 8-K filed on August 20, 2018 (File No. 001-35797)) | ||
| Exhibit 4.14 | Form of 3.250% Senior Notes due 2021 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | |
| filed on August 20, 2018 (File No. 001-35797)) | ||
| Exhibit 4.15 | Form of 3.900% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | |
| filed on August 20, 2018 (File No. 001-35797)) | ||
| Exhibit 4.16 | Form of 4.450% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | |
| filed on August 20, 2018 (File No. 001-35797)) | ||
| Exhibit 4.17 | Description of the Registrant’s Securities† |
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| Exhibit 10.1 | Global Separation Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by reference to | |
| Exhibit 10.1 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013 (File No. 001-35797)) | ||
| Exhibit 10.2 | Tax Matters Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by reference to | |
| Exhibit 10.3 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013 (File No. 001-35797)) | ||
| Exhibit 10.3 | Research and Development Collaboration and License Agreement, dated February 6, 2013, by and between Zoetis Inc. | |
| and Pfizer Inc. (incorporated by reference to Exhibit 10.4 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on | ||
| March 28, 2013 (File No. 001-35797)) | ||
| Exhibit 10.4 | Pfizer Inc. 2004 Stock Plan, as Amended and Restated (incorporated by reference to Exhibit 10.6 of Zoetis Inc.'s registration | |
| statement on Form S-1 (File No. 333-183254))* | ||
| Exhibit 10.5 | Patent and Know-How License Agreement (Zoetis as licensor), dated February 6, 2013, by and between Zoetis Inc. and | |
| Pfizer Inc. (incorporated by reference to Exhibit 10.8 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on | ||
| March 28, 2013 (File No. 001-35797)) | ||
| Exhibit 10.6 | Patent and Know-How License Agreement (Pfizer as licensor), dated February 6, 2013, by and between Zoetis Inc. and | |
| Pfizer Inc. (incorporated by reference to Exhibit 10.9 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on | ||
| March 28, 2013 (File No. 001-35797)) | ||
| Exhibit 10.7 | Trademark and Copyright License Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. | |
| (incorporated by reference to Exhibit 10.10 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013 | ||
| (File No. 001-35797)) | ||
| Exhibit 10.8 | Environmental Matters Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by | |
| reference to Exhibit 10.13 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013) (File No. 001-35797)) | ||
| Exhibit 10.9 | Zoetis Inc. 2013 Equity and Incentive Plan (incorporated by reference to Exhibit 10.16 to Zoetis Inc.’s 2012 Annual Report | |
| on Form 10-K filed on March 28, 2013 (File No. 001-35797))* | ||
| Exhibit 10.10 | Sale of Business Severance Plan (incorporated by reference to Exhibit 10.17 to Zoetis Inc.’s 2012 Annual Report on | |
| Form 10-K filed on March 28, 2013 (File No. 001-35797))* | ||
| Exhibit 10.11 | Revolving Credit Agreement, dated as of December 21, 2016, among Zoetis Inc., the lenders party thereto and JPMorgan | |
| Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of Zoetis Inc.'s Current Report | ||
| on Form 8-K filed on December 21, 2016 (File No. 001-35797)) | ||
| Exhibit 10.11.1 | Extension Agreement to Revolving Credit Agreement, dated as of December 21, 2017, among Zoetis Inc., the lenders party | |
| thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.16.1 to Zoetis | ||
| Inc.’s 2017 Annual Report on Form 10-K filed on February 15, 2018 (File No. 001-35797)) | ||
| Exhibit 10.11.2 | Extension Agreement to Revolving Credit Agreement, dated as of December 21, 2018, among Zoetis Inc., the lenders party | |
| thereto and JPMorgan Chase Bank, N.A., as administrative agent† | ||
| Exhibit 10.12 | Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.19 of Zoetis Inc.'s | |
| registration statement on Form S-1 (File No. 333-183254)) | ||
| Exhibit 10.13 | Form of Restricted Stock Unit Award agreement (incorporated by reference to Exhibit 10.21 to Zoetis Inc.’s 2012 Annual | |
| Report on Form 10-K filed on March 28, 2013 (File No. 001-35797))* | ||
| Exhibit 10.14 | Form of Stock Option Award agreement (incorporated by reference to Exhibit 10.22 to Zoetis Inc.’s 2012 Annual Report | |
| on Form 10-K filed on March 28, 2013 (File No. 001-35797))* | ||
| Exhibit 10.15 | Form of Non-Employee Director Deferred Stock Unit Award agreement (incorporated by reference to Exhibit 10.23 | |
| on Form 10-K filed on March 28, 2013 (File No. 001-35797))* | ||
| Exhibit 10.16 | Form of Cash Award agreement (incorporated by reference to Exhibit 10.24 to Zoetis Inc.’s 2012 Annual Report on | |
| Form 10-K filed on March 28, 2013 (File No. 001-35797))* | ||
| Exhibit 10.17 | Form of Performance Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by | |
| reference to Exhibit 99.1 to Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | ||
| Exhibit 10.18 | Form of Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by reference to | |
| Exhibit 99.2 to Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | ||
| Exhibit 10.19 | Form of Stock Option Award Agreement, effective as of February 27, 2015 (incorporated by reference to Exhibit 99.3 | |
| to Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | ||
| Exhibit 10.20 | Form of Cash Award Agreement, effective as of February 27, 2015 (incorporated by reference to Exhibit 99.4 to |
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| Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | ||
| Exhibit 10.21 | Zoetis Amended and Restated Non-Employee Director Deferred Compensation Plan (incorporated by reference to | |
| Exhibit 10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 1, 2018 (File No. 001-35797))* | ||
| Exhibit 10.22 | Zoetis Executive Severance Plan (incorporated by reference to Exhibit 10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q | |
| filed on August 14, 2013 (File No. 001-35797))* | ||
| Exhibit 10.23 | Zoetis Supplemental Savings Plan, as amended and restated, effective September 15, 2014 (incorporated by reference to | |
| Exhibit 10.4 to Zoetis Inc.'s Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-35797))* | ||
| Exhibit 10.24 | Zoetis Equity Deferral Plan, effective November 1, 2014 (incorporated by reference to Exhibit 10.5 to Zoetis Inc.’s | |
| Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-35797))* | ||
| Exhibit 10.25 | Letter Agreement dated as of October 2, 2019, by and between Juan Ramón Alaix and Zoetis Inc. (incorporated by | |
| reference to Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on October 3, 2019 (File No. 001-35797)) | ||
| Exhibit 10.26 | Letter Agreement dated as of December 9, 2019, by and between Clinton A. Lewis, Jr. and Zoetis Inc. (incorporated by | |
| reference to Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on December 12, 2019 (File No. 001-35797)) | ||
| Exhibit 21.1 | Subsidiaries of the Registrant † | |
| Exhibit 23.1 | Consent of KPMG LLP † | |
| Exhibit 24.1 | Power of Attorney (included as part of signature page) † | |
| Exhibit 31.1 | Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 † | |
| Exhibit 31.2 | Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 † | |
| Exhibit 32.1 | Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the | |
| Sarbanes-Oxley Act of 2002 † † | ||
| Exhibit 32.2 | Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the | |
| Sarbanes-Oxley Act of 2002 †† | ||
| EX-101.INS | Inline XBRL INSTANCE DOCUMENT | |
| EX-101.SCH | Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT | |
| EX-101.CAL | Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT | |
| EX-101.LAB | Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT | |
| EX-101.PRE | Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT | |
| EX-101.DEF | Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT | |
| EX-104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Filed herewith |
| †† | Furnished herewith |
| * | Management contracts or compensatory plans or arrangements |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 13, 2020
| Zoetis Inc. | |
| By: | /S/ KRISTIN C. PECK |
| Kristin C. Peck | |
| Chief Executive Officer and Director |
We, the undersigned directors and officers of Zoetis Inc., hereby severally constitute Kristen C. Peck and Heidi Chen, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Under the requirements of the Securities Exchange Act of 1934, this report was signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
| Name | Title | Date | ||
| /S/ KRISTIN C. PECK | Chief Executive Officer and Director | February 13, 2020 | ||
| Kristin C. Peck | (Principal Executive Officer) | |||
| /S/ GLENN DAVID | Executive Vice President and | February 13, 2020 | ||
| Glenn David | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
| /S/ MICHAEL B. MCCALLISTER | Chairman and Director | February 13, 2020 | ||
| Michael B. McCallister | ||||
| /S/ JUAN RAMÓN ALAIX | Director | February 13, 2020 | ||
| Juan Ramón Alaix | ||||
| /S/ PAUL M. BISARO | Director | February 13, 2020 | ||
| Paul M. Bisaro | ||||
| /S/ FRANK A. D'AMELIO | Director | February 13, 2020 | ||
| Frank A. D’Amelio | ||||
| /S/ SANJAY KHOSLA | Director | February 13, 2020 | ||
| Sanjay Khosla | ||||
| /s/ GREGORY NORDEN | Director | February 13, 2020 | ||
| Gregory Norden | ||||
| /S/ LOUISE M. PARENT | Director | February 13, 2020 | ||
| Louise M. Parent | ||||
| /S/ WILLIE M. REED | Director | February 13, 2020 | ||
| Willie M. Reed | ||||
| /S/ LINDA RHODES | Director | February 13, 2020 | ||
| Linda Rhodes | ||||
| /s/ ROBERT W. SCULLY | Director | February 13, 2020 | ||
| Robert W. Scully | ||||
| /S/ WILLIAM C. STEERE, JR. | Director | February 13, 2020 | ||
| William C. Steere, Jr. | ||||
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