Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2020
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File Number: 001-35797

Zoetis Inc.
(Exact name of registrant as specified in its charter)
Delaware46-0696167
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)
10 Sylvan Way,Parsippany,New Jersey07054
(Address of principal executive offices)(Zip Code)

(973)-822-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareZTSNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerxAccelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, 2020, the last business day of the registrant's most recently completed second fiscal quarter, was $65,094 million. The registrant has no non-voting common stock.

The number of shares outstanding of the registrant's common stock as of February 11, 2021 was 475,166,373 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s Proxy Statement for the 2021 Annual Meeting of Shareholders (hereinafter referred to as the “2021 Proxy Statement”) are incorporated into Part III of this Form 10-K.

TABLE OF CONTENTS

PART IPage
Item 1.Business
Overview1
Operating Segments1
Products3
International Operations6
Sales and Marketing6
Customers7
Research and Development7
Manufacturing and Supply Chain7
Competition8
Intellectual Property9
Regulatory9
Human Capital Management11
Information about our Executive Officers13
Environmental, Health and Safety15
Available Information15
Item 1A.Risk Factors16
Item 1B.Unresolved Staff Comments36
Item 2.Properties36
Item 3.Legal Proceedings36
Item 4.Mine Safety Disclosures36
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities37
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39
Item 7A.Quantitative and Qualitative Disclosures About Market Risk61
Item 8.Financial Statements and Supplementary Data62
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure104
Item 9A.Controls and Procedures104
Item 9B.Other Information104
PART III
Item 10.Directors, Executive Officers and Corporate Governance105
Item 11.Executive Compensation105
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters105
Item 13.Certain Relationships and Related Transactions, and Director Independence105
Item 14.Principal Accounting Fees and Services105
PART IV
Item 15.Exhibits, Financial Statement Schedules106
Item 16.Form 10-K Summary106
EXHIBIT INDEX107
SIGNATURES110

PART I

Next: Item 1. Business.