Zoetis (ZTS) 10-K risk factor changes: FY2023 vs FY2022

*In addition to the other information set forth in this [removed: 2022] [added: 2023] Annual Report, any of the factors described below could materially adversely affect our operating results, financial condition and liquidity, which could cause the trading price of our securities to decline.*

*In particular, forward-looking statements include statements relating to our future actions, business plans or prospects, prospective products, product approvals or products under development, product and supply chain disruptions, [removed: the impact of the COVID-19 pandemic and any recovery therefrom on our business,] R&D costs, timing and likelihood of success, future operating or financial performance, future results of current and anticipated products and services, strategies, sales efforts, expenses, production efficiencies, production margins, anticipated timing of generic market entries, integration of acquired businesses, interest rates, tax rates, changes in tax regimes and laws, foreign exchange rates, growth in emerging markets, the outcome of contingencies, such as legal proceedings, plans related to share repurchases and dividends,* *government regulation and financial results.

If any of our top-selling products [removed: and] [added: or] product lines experience issues, such as loss of patent protection, material product liability litigation, new or unexpected side effects, manufacturing or supply chain disruptions, regulatory proceedings, labeling changes, negative publicity, changes to veterinarian or customer preferences, and/or disruptive innovations or the introduction of competing and/or more effective products, our revenues could be negatively impacted, perhaps significantly.

For example, our five top-selling products and product lines, Simparica/Simparica Trio, [removed: Apoquel,] [added: Apoquel/Apoquel Chewable,] Cytopoint, Revolution/Revolution Plus/Stronghold and ceftiofur line, contributed approximately 37% of our revenue in [removed: 2022,] [added: 2023,] and any issues with these top-selling products and product lines would have a more significant impact to our results of operations.

Our competitors include standalone animal health [removed: businesses] [added: businesses, start-up companies working in the animal health area] and the animal health businesses of large pharmaceutical companies.

[removed: The extent of protection afforded by our patents varies from country to country and is limited by the scope of the claimed] subject matter of our patents, the term of the patent and the availability and enforcement of legal remedies in the applicable country.

In the years since the start of generic and other competition, sales of our Rimadyl chewable and Draxxin products have declined in the U.S., the largest market for these products, by [removed: 23%] [added: 33%] and [removed: 45%,] [added: 47%,] respectively, and additional declines are expected in subsequent years.

Macroeconomic, business, political and financial [removed: disruptions] [added: disruptions, including public health crises or pandemics, such as COVID-19,] could have a material adverse effect on our operating results, financial condition and liquidity.

Certain of our customers and suppliers may be affected directly by [removed: the current] economic [removed: downturn] [added: downturns] and could face credit issues or cash flow problems that could give rise to payment delays, increased credit risk, bankruptcies and other financial hardships that could decrease the demand for our products or hinder our ability to collect amounts due from customers or goods from our suppliers.

If one or more of our large customers, including distributors, discontinue their relationship with us as a result of economic conditions, [added: public health conditions,] sanctions or otherwise, our operating results and financial condition may be materially adversely affected.

In addition, economic concerns and geopolitical instability may cause [added: shortages in veterinary healthcare workers or] some pet owners to forgo or defer visits to veterinary practices or could reduce their willingness to treat pet health conditions or even to continue to own a pet.

Russia’s invasion of [removed: Ukraine and] [added: Ukraine,] the [removed: imposition of sanctions and business disruptions] [added: conflict between Israel] and [removed: the measures taken] [added: Hamas (including any escalation or expansion), economic weakness] in [removed: China to combat] [added: China,] the COVID-19 pandemic, as well as inflation, are examples of recent global economic conditions that could have [removed: a material] [added: an] adverse effect on our operating results, financial condition and liquidity.

Furthermore, our exposure to credit and collectability risk and cybersecurity risk is higher in certain international [removed: markets and as a result of the crisis resulting from Russia’s invasion of Ukraine,] [added: markets,] our ability to mitigate such risks may be limited.

[removed: Remote working arrangements could result in additional complexity or inefficiency] [added: In support of our flexible work environment, many of our workforce work either part-time] or [added: full-time remotely, which could] increase [removed: operational risks, including, but not limited to,] risks associated with cybersecurity, information technology and systems which could have a material adverse effect on our business.

Companion animal owners increasingly have the option to purchase animal health products [added: and, in some cases, veterinary services] from sources other than veterinarians, such as [removed: Internet-based] [added: internet-based] retailers, “big-box” retail stores or other over-the-counter distribution channels.

[removed: In recent years, outbreaks of various diseases, including African Swine Fever, avian influenza, foot-and-mouth disease, bovine spongiform] encephalopathy (otherwise known as BSE or mad cow disease) and porcine epidemic diarrhea virus (otherwise known as PEDv), have impacted the animal health business.

Our total revenue attributable to antibacterials for livestock was [removed: approximately $1.0 billion] [added: less than $950 million] for the year ended December 31, [removed: 2022.][added: 2023.]

Such events [removed: can] [added: could] also interfere with our livestock customers’ operations due to power outages, fuel shortages, damage to their farms or facilities or disruption of transportation channels, among other things.

Adverse weather conditions and natural disasters may also have a material [added: adverse] impact on the aquaculture business.

If such events affect our customers’ businesses, they may purchase [added: fewer Zoetis products, and our revenues may be negatively impacted.]

[removed: Climate] [added: Such climate] driven changes could have a material adverse impact on the financial performance of our business, and on our customers.

In addition, increased frequency of natural disasters and adverse weather conditions [added: as a result of climate change] may disrupt our manufacturing processes or our supply chain.

We depend on the efforts of our executive officers and certain key personnel, including research, technical, sales, [added: security,] marketing, manufacturing and administrative personnel.

As of December 31, [removed: 2022,] [added: 2023,] we had goodwill of [removed: $2.7] [added: $2.8] billion and identifiable intangible assets, less accumulated amortization, of [removed: $1.4] [added: $1.3] billion.

The animal health industry is subject to regional and local trends and regulations and, as a result, products that are successful in some of our markets may not achieve similar [added: success when introduced into new markets.]

On December 31, [removed: 2022,] [added: 2023,] we had a global manufacturing network consisting of 29 manufacturing sites located in 12 countries.

We also employ a network of [removed: 132] [added: 109] third-party CMOs.

For example, [added: during the COVID-19 pandemic] we have experienced challenges in manufacturing certain products including Simparica Trio, and the component parts of certain products including Librela and Solensia, that have impacted our ability to meet customer demand.

In addition, labor costs may be subject to volatility caused by the supply of labor, governmental regulations, economic climate and other [removed: factors.]

Our failure, or the failure of third parties we rely on, including CMOs, to comply with these regulatory requirements, allegations of such non-compliance or the discovery of previously unknown problems with a product or manufacturer could result in, among other things, inspection observation notices, warning letters or similar regulatory correspondence, fines, a partial or total shutdown of production in one or more of our facilities while an alleged violation is remediated, withdrawals or suspensions of current [removed: products from the market, and civil or criminal prosecution, as well as decreased sales as a result of negative publicity and product liability claims.]

In the U.S., there is a significant possibility that some form of regulation will be enacted at the federal level to address the effects of climate [removed: change.][added: change, including the climate change disclosure rules from the SEC that are expected to be finalized in 2024.]

[added: Such regulation could] take several forms that could result in additional costs in the form of investments of capital to maintain compliance with laws and regulations and taxes.

In addition, certain of our products [removed: could] [added: are regulated by the U.S. Drug Enforcement Administration as controlled substances because of their potential to] be misused or abused by humans, which could expose us to liability.

For example, Ketamine, the active pharmaceutical ingredient in our Ketaset product (a [removed: nonnarcotic] [added: nonnarcotic, nonbarbiturate] agent for anesthetic use in cats), is [removed: abused by humans] [added: classified] as a [removed: hallucinogen.][added: Schedule III drug under the Controlled Substances Act due to its moderate to low potential for physical and psychological dependence.]

Examples of such risks include: (1) the availability and cost of low- or non-carbon-based energy sources and technologies, (2) evolving regulatory requirements [added: and rulings] affecting ESG [added: and diversity] standards or disclosures, (3) our ability to recruit, develop and retain diverse talent in our labor markets, and (4) the impact of our organic growth and acquisitions or dispositions of businesses or operations.

The standards for tracking and reporting on ESG matters [removed: are relatively new, have not been harmonized] and continue to evolve.

Our processes and controls may not always align with evolving standards for identifying, measuring and reporting ESG metrics, our interpretation of reporting standards that may be required by the SEC, European [added: Union] and other regulators may differ from those of others and such standards may change over time, any of which could result in significant revisions to our goals or reported progress in achieving such goals.

In [removed: 2022,] [added: 2023,] we generated approximately [removed: 42%] [added: 43%] of our revenue in currencies other than the U.S. dollar, principally the euro, [removed: Chinese renminbi,] Brazilian real, Australian dollar, [removed: Canadian dollar and] [added: Chinese renminbi,] British [removed: pound.][added: pound and Canadian dollar.]

In addition, because our financial statements are reported in U.S. dollars, changes in currency exchange [removed: rates] [added: rates, including changes in countries with highly inflationary economies,] between the U.S. dollar and other currencies have had, and will continue to have, an impact on our results of operations.

Furthermore, we have also experienced lower than expected sales in certain emerging markets due to local, regional and global [added: restrictions on banking and commercial activities in those countries.]

The extent of protection afforded by our patents varies from country to country and is limited by the scope of the claimed

In recent years, outbreaks of various diseases, including African Swine Fever, avian influenza, foot-and-mouth disease, bovine spongiform

factors.

products from the market, and civil or criminal prosecution, as well as decreased sales as a result of negative publicity and product liability claims.

In July 2023, OFAC provided a No Action letter confirming a final determination that no further action would be taken in the matter.

The U.S. Department of Justice has not responded to date.

The EU recently adopted the European Sustainability Reporting Standards (ESRS) and the Corporate Sustainability Reporting Directive (CSRD) that will require disclosure by EU entities, including certain EU subsidiaries of non-EU entities, regarding the risks and opportunities arising from environmental, social and corporate governance issues, and on the impact of companies' activities on people and the environment.

Similarly, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026.

We are also subject to chemical regulation in the United States and internationally.

For example, governmental authorities in the United States are increasingly focused on preventing environmental contamination from per and polyfluoroalkyl substances (PFAS), which may be contained in certain of our products.

For example, the state of Maine requires reporting of intentionally added PFAS in products, and the sale in Maine of any products containing intentionally added PFAS will be prohibited after January 1, 2030 (subject to certain exceptions to be promulgated by the Maine Department of Environmental Protection).

In addition, federal and state governments and agencies are in various stages of considering and/or implementing laws and regulations requiring the reporting, restriction and/or phase-out of PFAS products.

Additionally, if we fail to maintain effective controls against diversion of our products that are classified as controlled substances, we could be subject to significant fines and penalties as well as reputational damage.

For example, the Organisation for Economic Co-operation and Development (OECD) is continuing to work on fundamental changes in the allocation of profits among tax jurisdictions in which companies do business (Pillar One), as well as the implementation of a global minimum tax (Pillar Two).

destruction of information (including confidential business information, trade secrets, intellectual property and corporate strategic plans), defective products, production downtimes and operational disruptions.

There are also many start-up companies working in the animal health area.

In addition to competition from established market participants, new entrants to the animal health medicines, vaccines and diagnostics industry, including start-up companies, could substantially reduce our market share or render our products obsolete.

The COVID-19 pandemic has negatively affected the global economy; has disrupted our and our customers', suppliers', and vendors' operations; has negatively affected certain elements of our business and operations; and may materially adversely affect our business, financial condition, results of operations and/or cash flows.

Our global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19.

There is no certainty that measures taken by governmental authorities, including those taken in China, will be sufficient to mitigate the risks posed by the virus, and our ability to continue to perform critical functions could be harmed.

The COVID-19 pandemic has and may continue to impact our global supply chain as we experience disruptions or delays in shipments of certain materials or components of our products.

Any prolonged component shortages or supply chain disruption may result in manufacturing or R&D delays and could limit our ability to meet customer demand or otherwise adversely impact our revenue, and may have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

The COVID-19 pandemic also has and may continue to reduce demand for some of our products as a result of the negative impact it has had and may continue to have on our customers.

In particular, our livestock customers have been and may continue to be challenged by voluntary or mandatory facility closures, reduced packing plant capacity, travel bans and quarantines inhibiting consumption of protein and transportation of live animals, and labor shortages negatively impacting their operations.

The resulting reduction in demand for some of our products has negatively impacted our business, financial condition, results of operations and cash flows and may have a material adverse effect on our business, financial condition, results of operations and/or cash flows, if such demand reduction accelerates or is prolonged.

Additionally, many of our workforce continue to work remotely.

Weak global economic conditions also may amplify the ongoing impact of the pandemic.

The impact of the COVID-19 pandemic may also exacerbate the other risks discussed in this Risk Factors section, any of which could have a material effect on us.

This situation continues to change rapidly, especially as new variants of the virus are identified, surges occur and government mitigation plans are implemented and additional impacts may arise that we are not aware of currently.

In addition, we cannot predict the impact or affect on our business of any future pandemics or disease outbreaks that may occur.

fewer Zoetis products, and our revenues may be negatively impacted.

success when introduced into new markets.

Such regulation could

restrictions on banking and commercial activities in those countries.

For example, in October 2021, the Organisation for Economic Co-operation and Development (OECD) announced that its members have agreed on a two-pillar approach to address the tax challenges of the digital economy.

Pillar One amends profit allocation and nexus rules to grant more taxing rights to countries where consumers are located regardless of the physical presence of the business.

Pillar Two introduces common global minimum tax rules across the countries participating in the OECD Inclusive Framework.

Such rules, when implemented, would operate through top-up taxes and other measures if a multinational group’s income is not subject to a sufficient level of tax in a particular jurisdiction.

On December 15, 2022, the EU Council confirmed its adoption of the Pillar Two 15% global minimum tax.

Under the directive, EU members have until December 31, 2023 to implement the minimum tax into their domestic law.

We also hold certain interest rate swap agreements that have the economic effect of modifying the fixed interest obligations associated with our senior notes due 2028 so that a portion of the interest payable on these notes is effectively variable based on the London Interbank Offered Rate (LIBOR).

In November 2020, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation (collectively, the agencies) issued a statement to encourage banks to transition away from U.S. dollar LIBOR as soon as practicable and in any event by December 31, 2021.

On December 31, 2021, The U.K. Financial Conduct Authority and ICE Benchmark Administration (the administrator of LIBOR) ceased the British pound, euro, Swiss franc and Japanese yen LIBOR panels and panels for 1-week and 2-month U.S. dollar LIBOR, and the remaining U.S. dollar LIBOR panels will cease after June 30, 2023.

The Alternative Reference Rates Committee in the United States has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best practice as the alternative to U.S dollar LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR, however, it is unknown whether this or any other alternative reference rate will attain market acceptance as a replacement for LIBOR.

SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions.

The discontinuance or modification of LIBOR, the introduction of alternative reference rates or other reforms to LIBOR could cause the interest rate calculated on our interest rate swap agreements associated with our senior notes due 2028 to be materially different than expected.

A discussion regarding our financial condition and results of operations for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] is presented below.

A discussion regarding our financial condition and results of operations for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed with the SEC on February [removed: 15, 2022] [added: 14, 2023] (our [removed: “2021] [added: “2022] Annual Report”), which is available free of charge on the SEC’s website at www.sec.gov.

We are a global leader in the animal health industry, focused on the discovery, development, manufacture and commercialization of medicines, vaccines, diagnostic products and services, biodevices, genetic tests and precision animal [removed: health technology.][added: health.]

A summary of our [removed: 2022] [added: 2023] performance compared with the comparable [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] periods follows:

| (MILLIONS OF DOLLARS) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 22/21] [added: 23/22] | | | | | | [removed: 21/20] [added: 22/21] | | |

| Revenue | | | | | | $ | [removed: 8,080] [added: 8,544] | | | | | $ | [removed: 7,776] [added: 8,080] | | | | | $ | [removed: 6,675] [added: 7,776] | | | | | [removed: 4] [added: 6] | | | | | | [removed: 16] [added: 4] | | |

| Net income attributable to Zoetis | | | | | | [removed: 2,114] [added: 2,344] | | | | | | [removed: 2,037] [added: 2,114] | | | | | | [removed: 1,638] [added: 2,037] | | | | | | [removed: 4] [added: 11] | | | | | | [removed: 24] [added: 4] | | |

| Adjusted net income(a) | | | | | | [removed: 2,297] [added: 2,457] | | | | | | [removed: 2,240] [added: 2,297] | | | | | | [removed: 1,844] [added: 2,240] | | | | | | [removed: 3] [added: 7] | | | | | | [removed: 21] [added: 3] | | |

In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, [removed: the current] [added: an] economic downturn and high inflation.

In the past, certain of our customers and suppliers have been affected directly by [added: shortages in veterinary healthcare workers and] economic downturns or inflation, which decreased the demand for our products and, in some cases, hindered our ability to collect amounts due from customers.

While these factors have mitigated the impact of prior downturns in the global economy, economic challenges, including [removed: the current] [added: an] economic downturn and inflation, could increase cost sensitivity among our customers, which may result in reduced demand for our products, which could have a material adverse effect on our operating results and financial condition.

[removed: The majority of our R&D programs focus on product] [added: However, we also continue to invest in] lifecycle innovation, which is defined as R&D programs that leverage existing animal health products by adding new species or claims, achieving approvals in new markets or creating new combinations and reformulations.

Our total revenue attributable to antibacterials for livestock was [removed: approximately $1 billion] [added: less than $950 million] for the year ended December 31, [removed: 2022.][added: 2023.]

We believe the ability of pet owners to purchase our products online and from retail [removed: stores may increase pet owner compliance and result in increased sales, particularly in the near term.]

Since 2021, the first year of generic competition, sales of Draxxin declined by [removed: 45%] [added: 47%] in the U.S., its largest market, and additional declines are expected in subsequent years.

Their animals’ health and their ability to operate could be adversely affected if they experience a shortage of fresh water due to human [added: population growth, climate change or floods, droughts or other weather conditions.]

As such, a prolonged drought could have [removed: a material] [added: an] adverse impact on our operating results and financial condition.

For the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 42%] [added: 43%] of our revenue was denominated in foreign currencies.

As we operate in multiple foreign currencies, including the Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese [removed: yuan,] [added: renminbi,] euro and other currencies, changes in those currencies relative to the U.S. dollar will impact our revenue, cost of goods and expenses, and consequently, net income.

For the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 58%] [added: 57%] of our total revenue was in U.S. dollars.

Our year-over-year total revenue growth was unfavorably impacted by [removed: 4%] [added: 1%] from changes in foreign currency values relative to the U.S. dollar.

- [removed: drive innovative growth] [added: Lead through innovation across our diverse portfolio] - We seek to [removed: deliver] [added: define the future of animal health by delivering] new products and solutions as well as lifecycle innovations across the continuum of care that spans from disease prediction and prevention to detection and treatment.

- [removed: cultivate] [added: Support] a [removed: high-performing organization] [added: workplace where our colleagues can thrive] \- We view the strength of our leadership team and our talented colleagues around the world as a critical component of our past and future success.

- [removed: champion] [added: Advance sustainability in animal health for] a [removed: healthier, more sustainable] [added: better] future - As the world’s leading animal health company, our business purpose is well aligned with our social purpose.

We strive to make a meaningful difference in society through the three pillars of our sustainability approach: (1) by caring and collaborating with our customers, colleagues, and communities, and the animals that depend on them by improving access to care for [removed: animals, by creating a diverse, equitable, and inclusive work environment,] [added: animals] and by supporting the veterinary profession; (2) by leveraging our innovation capabilities to develop solutions that improve productivity, keep animals healthy, and fight emerging infectious diseases; and (3) by taking actions to protect our planet that reduce our footprint on the [removed: environment.][added: environment; and]

In [removed: 2022,] [added: 2023,] our two top-selling products and product lines, Simparica/Simparica Trio and [removed: Apoquel,] [added: Apoquel/Apoquel Chewable,] each contributed approximately [removed: 12%] [added: 13%] and 10% of our revenue, respectively, and combined with our next three top-selling products and product lines, Cytopoint, Revolution/Revolution Plus/Stronghold and ceftiofur line, these five products and product lines contributed approximately 37% of our revenue.

For additional information regarding our products, including descriptions of our product lines that each represented approximately 1% or more of our revenue in [removed: 2022,] [added: 2023,] see *Item 1.

Restructuring charges and certain acquisition-related costs consist of all restructuring charges (those associated with [removed: acquisition activity] [added: cost reduction/productivity initiatives] and those associated with [removed: cost reduction/productivity initiatives),] [added: acquisition activity),] as well as costs associated with acquiring and integrating businesses.

[removed: Restructuring charges] are associated with employees, assets and activities that will not continue in the company.

Acquisition-related costs are associated with acquiring and integrating acquired [removed: businesses, such as Abaxis in 2018,] [added: businesses] and may include transaction costs and expenditures for consulting and the integration of systems and processes.

Other (income)/deductions—net consists of various items, primarily net (gains)/losses on [added: business sales and divestitures, as well as] asset disposals, interest income, royalty-related income, foreign exchange translation (gains)/losses and certain asset impairment charges.

A single estimate of fair value can result from a complex series of judgments about future events and [removed: uncertainties and can rely on estimates and assumptions.]

We did not have any material intangible asset impairment charges for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

While all identifiable intangible assets can be impacted by events and thus lead to impairment, in general, identifiable intangible assets that are at the highest risk of impairment include IPR&D assets [removed: ($77] [added: ($141] million as of December 31, [removed: 2022).][added: 2023).]

IPR&D assets are higher-risk assets [removed: because] [added: given the uncertain nature of] R&D [removed: is an inherently risky] activity.

In [removed: 2022 and 2021,] [added: 2022,] we performed a periodic quantitative impairment assessment as of September 30, [removed: 2022 and 2021, respectively,] [added: 2022,] which did not result in the impairment of goodwill associated with any of our reporting units.

Despite the importance of these measures to management in goal setting and performance measurement, non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP and, therefore, have limits in their usefulness to investors and may not be comparable to the calculation of similar measures of other [removed: companies.]

| Cost of sales(a) | | | | | | [removed: 2,454] [added: 2,561] | | | | | | [removed: 2,303] [added: 2,454] | | | | | | [removed: 2,057] [added: 2,303] | | | | | | [removed: 7] [added: 4] | | | | | | [removed: 12] [added: 7] | | |

| *% of revenue* | | | | | | [removed: 30.4] [added: 30.0] | | % | | | | [removed: *29.6*] [added: *30.4*] | | *%* | | | | [removed: *30.8*] [added: *29.6*] | | *%* | | | | | | | | | | | | |

| Selling, general and administrative expenses(a) | | | | | | [removed: 2,009] [added: 2,151] | | | | | | [removed: 2,001] [added: 2,009] | | | | | | [removed: 1,726] [added: 2,001] | | | | | | [removed: 0] [added: 7] | | | | | | [removed: 16] [added: —] | | |

The majority of our R&D programs focus on new products.

stores may increase pet owner compliance and result in increased sales.

Our strategic pillars

Our vision is to be the most trusted and valued animal health company, shaping the future of animal care through our innovation, customer obsession and purpose-driven colleagues.

Our internal R&D capabilities are differentiators, but we also collaborate across both academia and industry to ensure we are bringing the best possible innovations to our customers;

- Deliver an exceptional experience to delight our customers - We believe that our customers' success is our success and that the best way to realize that success is by enabling veterinarians, livestock producers and pet owners to provide the best possible care for animals.

- Power our business through digital solutions and data insights - We believe that digital and data have surpassed the stage of enablement and are now core decision drivers for the future of animal health.

We are leaders in the translation of digital solutions and data insights to positive outcomes for our customers and for the animals they care for, whether for better identification of health care solutions in pets or improved production capabilities in livestock;

We believe that by focusing on colleague well-being and inclusion and providing all of our colleagues with supportive tools, training and environment that we are best positioned to succeed.

With that, our colleagues are committed to our purpose, our customers and each other.

We are committed to maintaining a workplace culture that attracts, retains and develops the best talent in the industry;

- Perform with excellence and agility - We recognize the increasing uncertainty in our industry and more broadly across the world.

While we aim to improve our ability to predict, we more importantly aim to be proactive in how effectively we manage our resources and how quickly we can redeploy focus to emerging themes or priorities.

We actively: (1) review and manage our resource; (2) continuously improve key operational processes; and (3) ensure strategic focus on our core business.

Restructuring charges

uncertainties and can rely on estimates and assumptions.

In 2023, we performed a qualitative impairment assessment as of September 30, 2023, which did not result in the impairment of goodwill associated with any of our reporting units.

companies.

| Revenue | | | | | | $ | 8,544 | | | | | $ | 8,080 | | | | | $ | 7,776 | | | | | 6 | | | | | | 4 | | |

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

| Total Revenue | | | | | | $ | 8,544 | | | | | $ | 8,080 | | | | | $ | 7,776 | | | | | 6 | | | | | | 4 | | |

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

2023 vs. 2022

- price increases;

- unfavorable product mix.

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

2023 vs. 2022

- compensation-related costs and the resulting increases in office expenses and travel and entertainment expenses;

- higher charitable contributions;

- the reduced impact of purchase accounting adjustments.

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

2023 vs. 2022

- higher spend in project investments.

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

2023 vs. 2022

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

2023 vs. 2022

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

2023 vs. 2022

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 23/22 | | | | | | 22/21 | | |

31 |

In 2022, we experienced supply chain challenges for certain products including Simparica Trio, and the component parts of certain products including Librela and Solensia, and some of our other products, resulting from strong demand as well as competition for manufacturing inputs with human health vaccine development during the pandemic.

Our global manufacturing network team remains committed to addressing specific issues with ongoing supply chain optimizations, controlled launches for new products in additional markets and customer coordination.

However, some of these challenges are expected to continue in 2023.

Russia’s Invasion of Ukraine

Russia’s invasion of Ukraine and the global response, including sanctions imposed by the United States and other countries, have increased global economic and political uncertainty.

As we announced on March 16, 2022, our first concern remains the safety of our colleagues and their families in Ukraine.

Our operations in Russia are focused on maintaining a supply of medicines and vaccines in compliance with any sanctions that are put in place.

We do not directly source input materials or components from Russia and do not have any manufacturing plants in Russia or Ukraine.

This crisis did not have a material adverse effect on our results or financial condition during 2022 and we do not expect it to have a material adverse effect on our results or financial condition going forward.

COVID-19 Update

We continue to closely monitor the impact of the COVID-19 pandemic and the resulting global economic downturn on all aspects of our business across geographies, including how it has and may continue to impact our customers, workforce, suppliers and vendors.

We cannot predict the impact that the COVID-19 pandemic will have on our customers, vendors and suppliers; however, any material effect on these parties could adversely impact us.

The situation surrounding COVID-19 remains fluid, and we will continue to actively monitor the situation and may take actions that alter our business operations that we determine are in the best interests of our workforce, customers, vendors, suppliers, and other stakeholders, or as required by federal, state, or local authorities.

For further information regarding the impact of COVID-19 on the Company, see *Item 1A, Risk Factors* in this Annual Report on Form 10-K.

population growth, climate change or floods, droughts or other weather conditions.

Our growth strategies

We seek to enhance the health of animals and to bring solutions to our customers who raise and care for them.

Where appropriate, we complement internal R&D programs with external innovations;

- enhance customer experience - We believe that delighting our customers with compelling and personalized experiences that enable them to provide the best care for animals is critical for our success.

- lead in digital and data analytics - We believe that healthcare insights enabled by data and digital technology and complemented with our comprehensive portfolio of products and solutions will be critical in enhancing care for animals and improving livestock productivity;

We are committed to continuing to be a company our colleagues can be proud of and to attracting, retaining and developing the best, most diverse talent in the industry.

We are further committed to sustaining a diverse, equitable and inclusive work environment for our colleagues; and

- volume growth from key dermatology products of approximately 2%,

partially offset by:

- volume decrease from other in-line products of approximately 1%.

- favorable product mix; and

- price increases.

- an increase in certain compensation-related costs primarily due to additional headcount;

- higher travel and entertainment expenses;

- higher bad debt reserves for accounts receivables,

- a decrease in certain compensation-related costs due to lower bonus and incentive related expenses:

- charitable contributions in the prior year.

- increased spending driven by project investments,

- favorable foreign exchange.

The change in *Other (income)/deductions—net* is primarily as a result of higher interest income and fair value adjustments of contingent consideration liabilities for certain acquisitions, partially offset by higher foreign currency losses and asset impairment charges in the current year.

On August 16, 2022, the U.S. Inflation Reduction Act of 2022 (the “IRA”) was enacted which, among other changes, implements a 15% alternative minimum tax on financial statement income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy.

The alternative minimum tax and excise tax are effective for taxable years beginning after December 31, 2022 and the incentives to promote clean energy have various different effective dates.

We do not currently expect the IRA to have a material impact on our financial results, including our annual estimated effective tax rate.

Beginning in the first quarter of 2021, certain costs associated with information technology that specifically support our global manufacturing operations, which were previously reported in Other unallocated, are now reported in Corporate.

Our primary net foreign currency translation exposures are the Australian dollar, Brazilian real, [added: British pound,] Canadian dollar, Chinese [removed: yuan, euro,] [added: renminbi] and [removed: British pound.][added: euro.]

Our foreign exchange derivative instruments at December 31, [removed: 2022] [added: 2023] were analyzed to determine their sensitivity to foreign exchange rate changes.

If the U.S. dollar were to strengthen or weaken against all other currencies by 10%, the amount recorded in cumulative translation adjustment (CTA) within *Accumulated other comprehensive loss* related to our net investment hedge would increase or [removed: decrease] [added: decrease, respectively,] by approximately [removed: $79] [added: $82] million.

Our foreign currency forward-exchange contracts at December 31, [removed: 2022] [added: 2023] were analyzed to determine their sensitivity to foreign exchange rate changes.

If the U.S. dollar were to strengthen or weaken against all other currencies by 10%, the fair value of these contracts would [removed: increase or] decrease [added: or increase, respectively,] by [removed: $5] [added: $11] million.

Additionally, as of December 31, [removed: 2022,] [added: 2023,] because we held certain interest rate swap agreements that have the economic effect of modifying the fixed-interest obligations associated with our 3.900% Senior Notes due 2028 and our 2.00% Senior Notes due 2030, a portion of the fixed-rate interest payable on these senior notes effectively became variable based on [removed: LIBOR or] SOFR.

At December 31, [removed: 2022,] [added: 2023,] there were no commercial paper borrowings outstanding and no outstanding principal balance under our revolving credit facility.

By entering into the aforementioned swap arrangements, we have assumed risks associated with variable interest rates based upon [removed: LIBOR and] SOFR.

As of December 31, [removed: 2022,] [added: 2023,] if [removed: LIBOR or] SOFR-based interest rates would have been higher by 100 basis points, the change would have increased our interest expense annually by approximately $3 million, as it relates to our fixed to floating interest rate swap agreements.

A 100-basis point increase or (decrease) in [removed: LIBOR or] SOFR-based interest rates would have resulted in a [removed: $3 million] increase or (decrease) in the fair value of our forward-starting interest rate swaps [added: by $6 million and $(7) million, respectively] at December 31, [removed: 2022.][added: 2023.]

At December 31, [removed: 2022,] [added: 2023,] our cash equivalents were primarily invested in money market funds.

52 |

51 |

Zoetis Inc. is a global leader in the animal health industry, focused on the discovery, development, manufacture and commercialization of medicines, vaccines, diagnostic products and services, biodevices, genetic tests and precision animal [removed: health technology.][added: health.]

We have a diversified business, commercializing products across eight core species: dogs, cats and horses (collectively, companion animals) and cattle, swine, poultry, fish and sheep (collectively, livestock); and within seven major product categories: parasiticides, vaccines, dermatology, [removed: anti-infectives,] other [removed: pharmaceutical products, medicated feed additives and] [added: pharmaceutical, anti-infectives,] animal health [removed: diagnostics.][added: diagnostics and medicated feed additives.]

Unless the context requires otherwise, references to “Zoetis,” “the company,” “we,” “us” or “our” in this Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022 (2022] [added: 2023 (2023] Annual Report) refer to Zoetis Inc., a Delaware corporation, and its subsidiaries.

In addition, unless the context requires otherwise, references to “Pfizer” in this [removed: 2022] [added: 2023] Annual Report refer to Pfizer Inc., a Delaware corporation, and its subsidiaries.

- United States (U.S.) with revenue of [removed: $4,313] [added: $4,555] million, or 53% of total revenue for the year ended December 31, [removed: 2022;] [added: 2023;] and

- International with revenue of [removed: $3,681] [added: $3,911] million, or 46% of total revenue for the year ended December 31, [removed: 2022.][added: 2023.]

In addition, our Client Supply Services (CSS) organization which provides contract manufacturing services to third parties, and our human health products, together represented approximately 1% of our total revenue for the year ended December 31, [removed: 2022.][added: 2023.]

Our [removed: 2022] [added: 2023] revenue for the U.S. and key international markets, together with the percentage of revenue attributable to companion animal and livestock products in those markets, is as follows:

| United States | | | [removed: $4,313] [added: $4,555] | | | 77% | | | 23% | | |

[Financial Statements and Supplementary [removed: Data](#i777cf052b1434fe1a50a8a8efc53fb6d_139):*][added: Data](#i52df0685fa21444fb44d762f4f1115f9_139):*]

Segment Information.* Our [removed: 2022] [added: 2023] reported revenue for each segment, by species, is as follows:

[removed: ][added: ]

Growth in the companion animal medicines, vaccines and diagnostics [removed: sector] [added: sectors] is driven by economic development; related increases in disposable income; and increases in pet ownership and spending on pet care.

Companion animal products represented approximately [removed: 64%] [added: 65%] of our revenue for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: First,] [added: Human] population growth and [removed: increasing] [added: increased] standards of living [added: continue to] drive demand for [removed: improved nutrition, particularly through] increased [removed: consumption] [added: production] of [added: quality] animal protein.

[removed: Second, population] [added: Population] growth leads to greater [added: consumption of] natural [removed: resource constraints] [added: resources,] driving a need for [removed: enhanced] [added: innovative solutions to increase sustainability and] productivity.

Livestock products represented approximately [removed: 35%] [added: 34%] of our revenue for the year ended December 31, [removed: 2022.][added: 2023.]

In addition, our CSS organization, which provides contract manufacturing services to third parties, and our human health products, together represented approximately 1% of our total revenue for the year ended December 31, [removed: 2022.][added: 2023.]

- [removed: dermatology products:] [added: dermatology:] products that relieve itch associated with allergic conditions and atopic dermatitis;

- anti-infectives: products that [removed: prevent,] kill or slow the growth of bacteria, fungi or protozoa;

- other [removed: pharmaceutical products:] [added: pharmaceutical:] pain and sedation, antiemetic, reproductive, and oncology products;

- medicated feed additives: products added to animal feed that provide medicines to [removed: livestock; and][added: livestock.]

- animal health diagnostics: testing and analysis of blood, urine and other animal samples and related products and services, including point-of-care diagnostic products, instruments and reagents, rapid immunoassay tests, reference laboratory kits and services and blood glucose [removed: monitors.][added: monitors; and]

In 2021, a chewable version of Apoquel was approved in the European Union (EU) and the United Kingdom [removed: (U.K.)] [added: (U.K.),] and [removed: in 2022 was] [added: has since been] approved in other key markets globally, including [removed: Mexico, Australia, Canada and Japan;][added: the U.S. in 2023;]

- Core EQ [removed: Innovator™,] [added: Innovator®,] the first and only vaccine for horses to contain all five core equine disease antigens - West Nile, Eastern and Western Equine encephalomyelitis, tetanus and rabies - in one combination, was approved in the U.S. in 2018 and in Canada in 2019;

- [removed: Librela®] [added: Librela™] (bedinvetmab), the first [added: and only] injectable mAb therapy for monthly alleviation of osteoarthritis (OA) pain in dogs, was approved in the EU [removed: and Switzerland] in [removed: 2020, Canada, Brazil,] [added: 2020] and [removed: the U.K.] [added: has since been approved] in [removed: 2021 and Australia and Japan] [added: other key markets globally, including the U.S.] in [removed: 2022;][added: 2023;]

- Poulvac® [removed: Procerta™] [added: Procerta®] HVT-ND, our first vector vaccine that helps protect against Marek’s disease and Newcastle disease, highly contagious viral infections affecting poultry, was approved in the U.S. in 2019.

- Protivity®, a modified-live bacterial vaccine that is effective in protecting healthy beef and dairy cattle against respiratory disease caused by Mycoplasma bovis (M. bovis), was approved in the U.S. [added: and Canada] in [removed: 2022;][added: 2022 and in the EU and Mexico in 2023;]

- [removed: SolensiaTM] [added: Solensia®] (frunevetmab), the first injectable mAb therapy for monthly alleviation of OA pain in cats, was approved in Switzerland in [removed: 2020, Canada, the EU] [added: 2020] and [removed: the U.K.] [added: has since been approved] in [removed: 2021 and] [added: other key markets globally, including] the [removed: U.S., Australia] [added: EU] and [removed: Japan in 2022;][added: the U.S.;]

- [removed: Stronghold® Plus] [added: Stronghold Plus®] (selamectin/sarolaner), [added: also referred to as Revolution® Plus in certain jurisdictions,] a topical combination product that treats ticks, fleas, ear mites, lice and gastrointestinal worms and prevents heartworm disease in cats, received [removed: European Commission] [added: EU] approval in [removed: 2017.][added: 2017 and has since been approved in other key markets globally, including the U.S.; and]

Since 2016, Zoetis has added new and innovative enhancements to its Vanguard line in the U.S. with Vanguard crLyme, Vanguard Rapid Resp Intranasal, Vanguard B Oral, [removed: and] Vanguard CIV [removed: H3N2/H3N8.][added: H3N2/H3N8 and Versican Plus Bb Oral.]

We pursue the development of new vaccines for emerging infectious diseases, with an operating philosophy of “first to know and fast to market.” Examples of the successful execution of this strategy include the first [removed: experimental coronavirus] [added: SARS-CoV-2] (COVID-19) vaccine to help protect the health and well-being of more than [removed: 100] [added: 300] mammalian species living in [removed: zoos] [added: zoos, aquariums, conservatories and other animal organizations] around the world; the first equine vaccine for West Nile virus in the U.S. and EU; the first swine vaccine for pandemic H1N1 influenza virus in the U.S.; the first licensed vaccine against the pandemic H5N1 bird flu in the U.S. and [removed: EU;] [added: EU, which we provided to the U.S. Department of Agriculture when it recommended our vaccine be used by the U.S. Fish and Wildlife Service to help protect California condors;] a conditionally licensed vaccine to help fight porcine epidemic diarrhea virus (PEDv) in the U.S.; and the first conditionally licensed vaccine to help prevent the H3N2 type of canine influenza that emerged in the U.S. In 2019, Zoetis established a research facility with Texas A&M University to develop vaccines for transboundary and emerging diseases in animals, including Foot-and-Mouth Disease (FMD), a virus that can cause serious illness in cattle, pigs, and sheep.

[removed: Imagyst] [added: In 2020, the company launched Vetscan Imagyst®, which] uses a combination of image recognition technology, algorithms and cloud-based artificial intelligence (AI) to deliver rapid testing results to veterinary clinics.

As Zoetis continues to develop additional innovative applications for Vetscan Imagyst, it plans to seamlessly integrate even more new capabilities into the platform, helping veterinarians provide the best possible care for [removed: dogs and cats.][added: animals.]

Also in 2022, the company acquired Basepaws, a petcare genetics company that provides pet owners with genetic tests, analytics and early health risk assessments, which help pet owners and veterinarians understand an individual pet’s risk for disease and [removed: can lead] [added: helps Zoetis identify solutions] to [removed: more meaningful engagements and increased likelihood of early detection] [added: complex diseases by informing our research] and [removed: treatment of disease.][added: innovation.]

In [removed: 2022,] [added: 2023,] our two top-selling products and product lines, Simparica/Simparica Trio and [removed: Apoquel,] [added: Apoquel/Apoquel Chewable,] contributed approximately [removed: 12%] [added: 13%] and 10%, respectively, of our revenue.

Combined with our next three top-selling products and product lines, Cytopoint, [removed: Revolution®/Revolution] [added: Revolution/Revolution] Plus/Stronghold and ceftiofur line, these five products and product lines contributed approximately 37% of our revenue.

In [removed: 2022,] [added: 2023,] our ten top-selling products and product lines contributed approximately 49% of our revenue.

In [removed: 2022,] [added: 2023,] we had 15 products and product lines with revenues of $100 million or more.

Our products and product lines that represented approximately 1% or more of our revenue in [removed: 2022,] [added: 2023,] which comprise approximately 62% of our total revenue, are as follows (listed alphabetically by product category):

| Total International | | | $3,911 | | | 52% | | | 48% | | |

| Australia | | | $323 | | | 50% | | | 50% | | |

| Brazil | | | $393 | | | 38% | | | 62% | | |

| Canada | | | $255 | | | 62% | | | 38% | | |

| Chile | | | $140 | | | 17% | | | 83% | | |

| China | | | $320 | | | 63% | | | 37% | | |

| France | | | $142 | | | 62% | | | 38% | | |

| Germany | | | $202 | | | 77% | | | 23% | | |

| Italy | | | $121 | | | 77% | | | 23% | | |

| Japan | | | $158 | | | 70% | | | 30% | | |

| Mexico | | | $162 | | | 34% | | | 66% | | |

| Spain | | | $122 | | | 62% | | | 38% | | |

| United Kingdom | | | $277 | | | 76% | | | 24% | | |

| Other Developed | | | $512 | | | 50% | | | 50% | | |

| Other Emerging | | | $784 | | | 39% | | | 61% | | |

Our livestock products focus on predicting, preventing, detecting and treating diseases, with the understanding that veterinarians and farmers must have the tools at their disposal to treat disease expeditiously, which in turn enables the sustainable production of safe, high-quality animal protein.

As global food security takes on heightened importance, producers are tasked with facilitating a high quality, safe and reliable food supply.

We have since expanded Poulvac Procerta HVT-ND into other key markets globally.

- Simparica® (sarolaner) Chewables, a monthly chewable tablet for dogs to control fleas and ticks, was approved in the EU in 2015 and has since been approved in other key markets globally, including the U.S. Simparica Trio®, a triple combination parasiticide for dogs, was approved in the EU and Canada in 2019 and has since been approved in other key markets globally, including the U.S., and received approval in 2023 in other key markets globally for new claims related to the prevention of eyeworms, Otodectes cynotis, flea tapeworms and efficacy against sarcoptic and demodectic manges.

Additionally, the Pharmaq business of Zoetis is the global leader in vaccines and innovation for aquatic health products, with its leading Alpha Ject® vaccine line, Alpha Flux®, a parasiticide that helps salmon farmers in Chile control sea lice infestations, one of the major challenges in the aquatic health industry and Alpha ERM Salar, a water-based injectable vaccine that helps protect salmon from red mouth, a common bacterial infection.

In 2023, the company added AI dermatology and AI fecal for equine to the Vetscan Imagyst platform.

Also in 2023, the company added Vetscan Mastigram+ for rapid, on-farm mastitis diagnosis for dairy cows.

In 2023, the company completed the acquisition of PetMedix Ltd, a privately held research and development stage animal health biopharmaceutical company based in the U.K., which develops antibody-based therapeutics for companion animals.

Also in 2023, the company completed the acquisition of adivo GmbH, a privately held research and development stage animal health biopharmaceutical company based in Germany.

| Solensia® | | | | | | An injectable monthly antibody therapy to alleviate osteoarthritis pain in cats | | | | | | Cats | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

Sales to our largest customer, a U.S. veterinary distributor, represented approximately 15% of total revenue for 2023.

We co-locate R&D operations with manufacturing sites to facilitate the efficient transfer of production processes from our laboratories to manufacturing.

In addition, a portion of our facilities in Tullamore (Ireland) are leased.

We regularly evaluate the adequacy of our manufacturing capabilities.

Additionally, the company purchased a manufacturing site outside Atlanta, Georgia in 2023, where we plan to begin commercial production in the future.

manufacture as defined under the Virus Serum Toxin Act.

In July 2023, OFAC provided a No Action letter confirming a final determination that no further action would be taken in the matter.

To date, the Department of Justice has not responded.

We remain committed to being a company our colleagues can be proud of and one where they can thrive.

Ester Banque

*Executive Vice President and President, U.S. Operations*

Ms. Banque has served as our Executive Vice President and President, U.S. Operations since July 2023.

Ms. Banque joined Zoetis from Bristol-Meyers Squibb (BMS) where she most recently served as Senior Vice President and General Manager of U.S. Hematology and Cell Therapy.

| Total International | | | $3,681 | | | 51% | | | 49% | | |

| Australia | | | $289 | | | 46% | | | 54% | | |

| Brazil | | | $330 | | | 36% | | | 64% | | |

| Canada | | | $238 | | | 61% | | | 39% | | |

| Chile | | | $141 | | | 13% | | | 87% | | |

| China | | | $382 | | | 66% | | | 34% | | |

| France | | | $126 | | | 60% | | | 40% | | |

| Germany | | | $176 | | | 73% | | | 27% | | |

| Italy | | | $111 | | | 72% | | | 28% | | |

| Japan | | | $173 | | | 68% | | | 32% | | |

| Mexico | | | $136 | | | 32% | | | 68% | | |

| Spain | | | $118 | | | 57% | | | 43% | | |

| United Kingdom | | | $235 | | | 73% | | | 27% | | |

| Other Developed | | | $468 | | | 48% | | | 52% | | |

| Other Emerging | | | $758 | | | 38% | | | 62% | | |

Our livestock products primarily help prevent or treat diseases and conditions that allow veterinarians and producers to care for their animals and to enable the cost-effective and sustainable production of safe, high-quality animal protein.

Human population growth, increasing standards of living and a greater focus on sustainable food production are important long-term growth drivers for our livestock products in three major ways.

Finally, as standards of living improve and the global food chain faces increased scrutiny, there is more focus on food quality, sustainability, safety and reliability of supply.

We expanded Poulvac Procerta HVT-ND into new markets, including Brazil, Canada and the Philippines in 2021 and in 2022 expanded Poulvac Procerta HVT-IBD into Brazil.

- Simparica® (sarolaner) Chewables, a monthly chewable tablet for dogs to control fleas and ticks, was approved in the EU and New Zealand in 2015, the U.S., Canada, Australia, and Brazil (Simparic) in 2016, Japan and additional European, Latin American and Asia Pacific markets in 2017, and China in 2020.

Simparica Trio®, a triple combination parasiticide for dogs, was approved in the EU and Canada in 2019, the U.S. and Australia in 2020, and Japan and Mexico in 2021.

In 2018, this product was approved in the U.S., Japan and Canada (Revolution® Plus) and in 2021 this product was approved in China (Revolution Plus); and

In 2019, the company received approval for Versican Plus Bb Oral, the first oral vaccine for dogs in Europe.

It provides long-lasting protection against *Bordetella bronchiseptica*, a primary component of the canine infectious respiratory disease complex (CIRDC).

In 2021, Vanguard Intranasal I-III was approved in China.

Additionally, the Pharmaq business of Zoetis is the global leader in vaccines and innovation for aquatic health products.

Pharmaq added to its leading Alpha Ject® vaccine line with approval of Alpha Ject Micro 1 TiLa in Brazil and Colombia, and Alpha Ject Micro 1 Si in Honduras in 2019, as well as Alpha Ject Micro 4-2 in Chile in 2020.

Pharmaq also launched Alpha Flux® in Chile in 2019, a parasiticide that helps salmon farmers control sea lice infestations, one of the major challenges in the aquatic health industry.

In 2020, Pharmaq received approval in Norway for Alpha ERM Salar, a water-based injectable vaccine that helps protect salmon from red mouth, a common bacterial infection.

Pharmaq also established a new diagnostics lab in Norway, the country with the highest density of salmon fish farmers in the world, that serves as a hub for research and testing.

In 2020, Zoetis acquired Fish Vet Group to expand the geographic reach and enhance the diagnostics expertise and testing services of the Pharmaq business for fish farmers in major aquaculture markets.

In 2020, the company launched Vetscan Imagyst™ in the U.S., Australia, Ireland, New Zealand, and the U.K. In 2021, we expanded to Canada, Spain, Germany, Italy, Netherlands, Belgium and Luxembourg.

| Medicated Feed Additives | | | | | | | | | | | | | | |

| Lincomycin line | | | | | | Controls necrotic enteritis; treatment of dysentery (bloody scours), control of ileitis and treatment/reduction in severity of mycoplasmal pneumonia | | | | | | Swine, poultry | | |

Our two largest customers, both distributors, represented approximately 14% and 9%, respectively, of our revenue for the year ended December 31, 2022, and no other customer represented more than 8% of our revenue for the same period.

- All patents covering ProHeart 6 and ProHeart 12 have expired.

products.

We have an Open Door Policy

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $80,550] [added: $79,346] million.

The number of shares outstanding of the registrant's common stock as of February [removed: 10, 2023] [added: 9, 2024] was [removed: 463,386,716] [added: 457,867,115] shares.

Portions of the registrant’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders (hereinafter referred to as the [removed: “2023] [added: “2024] Proxy Statement”) are incorporated into Part III of this Form 10-K.

| [PART [removed: I](#i777cf052b1434fe1a50a8a8efc53fb6d_10)] [added: I](#i52df0685fa21444fb44d762f4f1115f9_10)] | | | | | | | | | | | | Page | | |

| Item 1. | | | | | | [removed: [Business](#i777cf052b1434fe1a50a8a8efc53fb6d_13)] [added: [Business](#i52df0685fa21444fb44d762f4f1115f9_13)] | | | | | | | | |

| | | | | | | [Operating [removed: Segments](#i777cf052b1434fe1a50a8a8efc53fb6d_19)] [added: Segments](#i52df0685fa21444fb44d762f4f1115f9_19)] | | | | | | [removed: [1](#i777cf052b1434fe1a50a8a8efc53fb6d_19)] [added: [1](#i52df0685fa21444fb44d762f4f1115f9_19)] | | |

| | | | | | | [International [removed: Operations](#i777cf052b1434fe1a50a8a8efc53fb6d_25)] [added: Operations](#i52df0685fa21444fb44d762f4f1115f9_25)] | | | | | | [removed: [6](#i777cf052b1434fe1a50a8a8efc53fb6d_25)] [added: [6](#i52df0685fa21444fb44d762f4f1115f9_25)] | | |

| | | | | | | [Sales and [removed: Marketing](#i777cf052b1434fe1a50a8a8efc53fb6d_28)] [added: Marketing](#i52df0685fa21444fb44d762f4f1115f9_28)] | | | | | | [removed: [6](#i777cf052b1434fe1a50a8a8efc53fb6d_28)] [added: [6](#i52df0685fa21444fb44d762f4f1115f9_28)] | | |

| | | | | | | [Research and [removed: Development](#i777cf052b1434fe1a50a8a8efc53fb6d_34)] [added: Development](#i52df0685fa21444fb44d762f4f1115f9_34)] | | | | | | [removed: [7](#i777cf052b1434fe1a50a8a8efc53fb6d_34)] [added: [7](#i52df0685fa21444fb44d762f4f1115f9_34)] | | |

| | | | | | | [Manufacturing and Supply [removed: Chain](#i777cf052b1434fe1a50a8a8efc53fb6d_37)] [added: Chain](#i52df0685fa21444fb44d762f4f1115f9_37)] | | | | | | [removed: [7](#i777cf052b1434fe1a50a8a8efc53fb6d_37)] [added: [7](#i52df0685fa21444fb44d762f4f1115f9_37)] | | |

| | | | | | | [Intellectual [removed: Property](#i777cf052b1434fe1a50a8a8efc53fb6d_43)] [added: Property](#i52df0685fa21444fb44d762f4f1115f9_43)] | | | | | | [removed: [9](#i777cf052b1434fe1a50a8a8efc53fb6d_43)] [added: [9](#i52df0685fa21444fb44d762f4f1115f9_43)] | | |

| | | | | | | [Human Capital [removed: Management](#i777cf052b1434fe1a50a8a8efc53fb6d_49)] [added: Management](#i52df0685fa21444fb44d762f4f1115f9_49)] | | | | | | [removed: [11](#i777cf052b1434fe1a50a8a8efc53fb6d_49)] [added: [11](#i52df0685fa21444fb44d762f4f1115f9_49)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#i777cf052b1434fe1a50a8a8efc53fb6d_52)] [added: Officers](#i52df0685fa21444fb44d762f4f1115f9_52)] | | | | | | [removed: [13](#i777cf052b1434fe1a50a8a8efc53fb6d_52)] [added: [13](#i52df0685fa21444fb44d762f4f1115f9_52)] | | |

| | | | | | | [Environmental, Health and [removed: Safety](#i777cf052b1434fe1a50a8a8efc53fb6d_55)] [added: Safety](#i52df0685fa21444fb44d762f4f1115f9_55)] | | | | | | [removed: [14](#i777cf052b1434fe1a50a8a8efc53fb6d_55)] [added: [14](#i52df0685fa21444fb44d762f4f1115f9_55)] | | |

| | | | | | | [Available [removed: Information](#i777cf052b1434fe1a50a8a8efc53fb6d_58)] [added: Information](#i52df0685fa21444fb44d762f4f1115f9_58)] | | | | | | [removed: [15](#i777cf052b1434fe1a50a8a8efc53fb6d_58)] [added: [15](#i52df0685fa21444fb44d762f4f1115f9_58)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i777cf052b1434fe1a50a8a8efc53fb6d_61)] [added: Factors](#i52df0685fa21444fb44d762f4f1115f9_61)] | | | | | | [removed: [16](#i777cf052b1434fe1a50a8a8efc53fb6d_61)] [added: [16](#i52df0685fa21444fb44d762f4f1115f9_61)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i777cf052b1434fe1a50a8a8efc53fb6d_64)] [added: Comments](#i52df0685fa21444fb44d762f4f1115f9_64)] | | | | | | [removed: [28](#i777cf052b1434fe1a50a8a8efc53fb6d_64)] [added: [28](#i52df0685fa21444fb44d762f4f1115f9_64)] | | |

| Item 2. | | | | | | [removed: [Properties](#i777cf052b1434fe1a50a8a8efc53fb6d_67)] [added: [Properties](#i52df0685fa21444fb44d762f4f1115f9_67)] | | | | | | [removed: [28](#i777cf052b1434fe1a50a8a8efc53fb6d_67)] [added: [29](#i52df0685fa21444fb44d762f4f1115f9_67)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i777cf052b1434fe1a50a8a8efc53fb6d_70)] [added: Proceedings](#i52df0685fa21444fb44d762f4f1115f9_70)] | | | | | | [removed: [28](#i777cf052b1434fe1a50a8a8efc53fb6d_70)] [added: [29](#i52df0685fa21444fb44d762f4f1115f9_70)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i777cf052b1434fe1a50a8a8efc53fb6d_73)] [added: Disclosures](#i52df0685fa21444fb44d762f4f1115f9_73)] | | | | | | [removed: [28](#i777cf052b1434fe1a50a8a8efc53fb6d_73)] [added: [29](#i52df0685fa21444fb44d762f4f1115f9_73)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i777cf052b1434fe1a50a8a8efc53fb6d_79)] [added: Securities](#i52df0685fa21444fb44d762f4f1115f9_79)] | | | | | | [removed: [29](#i777cf052b1434fe1a50a8a8efc53fb6d_79)] [added: [30](#i52df0685fa21444fb44d762f4f1115f9_79)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i777cf052b1434fe1a50a8a8efc53fb6d_82)] [added: Operations](#i52df0685fa21444fb44d762f4f1115f9_82)] | | | | | | [removed: [31](#i777cf052b1434fe1a50a8a8efc53fb6d_82)] [added: [32](#i52df0685fa21444fb44d762f4f1115f9_82)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i777cf052b1434fe1a50a8a8efc53fb6d_136)] [added: Risk](#i52df0685fa21444fb44d762f4f1115f9_136)] | | | | | | [removed: [51](#i777cf052b1434fe1a50a8a8efc53fb6d_136)] [added: [52](#i52df0685fa21444fb44d762f4f1115f9_136)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i777cf052b1434fe1a50a8a8efc53fb6d_139)] [added: Data](#i52df0685fa21444fb44d762f4f1115f9_139)] | | | | | | [removed: [52](#i777cf052b1434fe1a50a8a8efc53fb6d_139)] [added: [53](#i52df0685fa21444fb44d762f4f1115f9_139)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i777cf052b1434fe1a50a8a8efc53fb6d_244)] [added: Disclosure](#i52df0685fa21444fb44d762f4f1115f9_232)] | | | | | | [removed: [92](#i777cf052b1434fe1a50a8a8efc53fb6d_244)] [added: [92](#i52df0685fa21444fb44d762f4f1115f9_232)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i777cf052b1434fe1a50a8a8efc53fb6d_247)] [added: Procedures](#i52df0685fa21444fb44d762f4f1115f9_235)] | | | | | | [removed: [92](#i777cf052b1434fe1a50a8a8efc53fb6d_247)] [added: [92](#i52df0685fa21444fb44d762f4f1115f9_235)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i777cf052b1434fe1a50a8a8efc53fb6d_250)] [added: Information](#i52df0685fa21444fb44d762f4f1115f9_238)] | | | | | | [removed: [92](#i777cf052b1434fe1a50a8a8efc53fb6d_250)] [added: [92](#i52df0685fa21444fb44d762f4f1115f9_238)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i777cf052b1434fe1a50a8a8efc53fb6d_253)] [added: Inspections](#i52df0685fa21444fb44d762f4f1115f9_241)] | | | | | | [removed: [92](#i777cf052b1434fe1a50a8a8efc53fb6d_253)] [added: [92](#i52df0685fa21444fb44d762f4f1115f9_241)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i777cf052b1434fe1a50a8a8efc53fb6d_259)] [added: Governance](#i52df0685fa21444fb44d762f4f1115f9_247)] | | | | | | [removed: [93](#i777cf052b1434fe1a50a8a8efc53fb6d_259)] [added: [93](#i52df0685fa21444fb44d762f4f1115f9_247)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i777cf052b1434fe1a50a8a8efc53fb6d_262)] [added: Compensation](#i52df0685fa21444fb44d762f4f1115f9_250)] | | | | | | [removed: [93](#i777cf052b1434fe1a50a8a8efc53fb6d_262)] [added: [93](#i52df0685fa21444fb44d762f4f1115f9_250)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i777cf052b1434fe1a50a8a8efc53fb6d_265)] [added: Matters](#i52df0685fa21444fb44d762f4f1115f9_253)] | | | | | | [removed: [93](#i777cf052b1434fe1a50a8a8efc53fb6d_265)] [added: [93](#i52df0685fa21444fb44d762f4f1115f9_253)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i777cf052b1434fe1a50a8a8efc53fb6d_268)] [added: Independence](#i52df0685fa21444fb44d762f4f1115f9_256)] | | | | | | [removed: [93](#i777cf052b1434fe1a50a8a8efc53fb6d_268)] [added: [93](#i52df0685fa21444fb44d762f4f1115f9_256)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i777cf052b1434fe1a50a8a8efc53fb6d_271)] [added: Services](#i52df0685fa21444fb44d762f4f1115f9_259)] | | | | | | [removed: [93](#i777cf052b1434fe1a50a8a8efc53fb6d_271)] [added: [93](#i52df0685fa21444fb44d762f4f1115f9_259)] | | |

| Item 15. | | | | | | [Exhibit, Financial Statement [removed: Schedules](#i777cf052b1434fe1a50a8a8efc53fb6d_277)] [added: Schedules](#i52df0685fa21444fb44d762f4f1115f9_265)] | | | | | | [removed: [94](#i777cf052b1434fe1a50a8a8efc53fb6d_277)] [added: [94](#i52df0685fa21444fb44d762f4f1115f9_265)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i777cf052b1434fe1a50a8a8efc53fb6d_280)] [added: Summary](#i52df0685fa21444fb44d762f4f1115f9_268)] | | | | | | [removed: [94](#i777cf052b1434fe1a50a8a8efc53fb6d_280)] [added: [94](#i52df0685fa21444fb44d762f4f1115f9_268)] | | |

| | | | December 31, 2023 | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | [Overview](#i52df0685fa21444fb44d762f4f1115f9_16) | | | | | | [1](#i52df0685fa21444fb44d762f4f1115f9_16) | | |

| | | | | | | [Products](#i52df0685fa21444fb44d762f4f1115f9_22) | | | | | | [3](#i52df0685fa21444fb44d762f4f1115f9_22) | | |

| | | | | | | [Customers](#i52df0685fa21444fb44d762f4f1115f9_31) | | | | | | [6](#i52df0685fa21444fb44d762f4f1115f9_31) | | |

| | | | | | | [Competition](#i52df0685fa21444fb44d762f4f1115f9_40) | | | | | | [8](#i52df0685fa21444fb44d762f4f1115f9_40) | | |

| | | | | | | [Regulatory](#i52df0685fa21444fb44d762f4f1115f9_46) | | | | | | [9](#i52df0685fa21444fb44d762f4f1115f9_46) | | |

| Item 1C. | | | | | | [Cybersecurity](#i52df0685fa21444fb44d762f4f1115f9_2630) | | | | | | [28](#i52df0685fa21444fb44d762f4f1115f9_2630) | | |

| [PART II](#i52df0685fa21444fb44d762f4f1115f9_76) | | | | | | | | | | | | | | |

| [PART III](#i52df0685fa21444fb44d762f4f1115f9_244) | | | | | | | | | | | | | | |

| [PART IV](#i52df0685fa21444fb44d762f4f1115f9_262) | | | | | | | | | | | | | | |

| [EXHIBIT INDEX](#i52df0685fa21444fb44d762f4f1115f9_271) | | | | | | | | | | | | [95](#i52df0685fa21444fb44d762f4f1115f9_271) | | |

| [SIGNATURES](#i52df0685fa21444fb44d762f4f1115f9_274) | | | | | | | | | | | | [99](#i52df0685fa21444fb44d762f4f1115f9_274) | | |

| | | | December 31, 2022 | | | | | |

| | | | | | | [Overview](#i777cf052b1434fe1a50a8a8efc53fb6d_16) | | | | | | [1](#i777cf052b1434fe1a50a8a8efc53fb6d_16) | | |

| | | | | | | [Products](#i777cf052b1434fe1a50a8a8efc53fb6d_22) | | | | | | [3](#i777cf052b1434fe1a50a8a8efc53fb6d_22) | | |

| | | | | | | [Customers](#i777cf052b1434fe1a50a8a8efc53fb6d_31) | | | | | | [7](#i777cf052b1434fe1a50a8a8efc53fb6d_31) | | |

| | | | | | | [Competition](#i777cf052b1434fe1a50a8a8efc53fb6d_40) | | | | | | [8](#i777cf052b1434fe1a50a8a8efc53fb6d_40) | | |

| | | | | | | [Regulatory](#i777cf052b1434fe1a50a8a8efc53fb6d_46) | | | | | | [9](#i777cf052b1434fe1a50a8a8efc53fb6d_46) | | |

| [PART II](#i777cf052b1434fe1a50a8a8efc53fb6d_76) | | | | | | | | | | | | | | |

| [PART III](#i777cf052b1434fe1a50a8a8efc53fb6d_256) | | | | | | | | | | | | | | |

| [PART IV](#i777cf052b1434fe1a50a8a8efc53fb6d_274) | | | | | | | | | | | | | | |

| [EXHIBIT INDEX](#i777cf052b1434fe1a50a8a8efc53fb6d_283) | | | | | | | | | | | | [95](#i777cf052b1434fe1a50a8a8efc53fb6d_283) | | |

| [SIGNATURES](#i777cf052b1434fe1a50a8a8efc53fb6d_286) | | | | | | | | | | | | [99](#i777cf052b1434fe1a50a8a8efc53fb6d_286) | | |

As a global leader in animal health, we are reliant on complex information systems and digital solutions that make us inherently vulnerable to malicious cyber intrusion and attack.

In addition, we have been expanding our data and digital capabilities including in our diagnostics portfolio, and as a result, there could be an increased likelihood of a cyberattack or breach of security that could negatively impact us or our customers.

Despite the presence of these risks, to date, the identified risks of cybersecurity threats (including as a result of any previous cybersecurity incidents) have not materially affected, and are not reasonably likely to materially affect, us or our business strategy, results of operations, or financial condition.

For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under Part 1.

Item 1A.

Risk Factors in this Annual Report on Form 10-K.

Cybersecurity Program

As part of our risk management processes, we have an enterprise-wide cybersecurity program aligned to the NIST Cybersecurity Framework.

Our program is a risk-based program designed to protect our information systems through multiple defenses and layers of security, commonly referred to as a “Defense in Depth” approach.

Key elements of our program include:

*Independent Third-Party Assessments*

We engage an independent third party to conduct assessments of our cybersecurity program approximately every 18 months.

This independent third-party assessment includes an evaluation of our cybersecurity controls based on the NIST Cybersecurity Framework.

*Training*

We have an information security training program that includes: monthly awareness articles, a phishing training program (with reports reviewed by the Executive Team), a Security Ambassador program for additional training and awareness for individuals in high risk roles, required and optional training modules in our Learning Management System, and quarterly security-focused podcasts.

*Incident Response Procedure*

We have a 24/7 managed Security Operations Center (SOC) for escalation of any critical events, including cybersecurity incidents.

In the event of an incident, we use an Incident Response procedure leveraging NIST Standard 800-61 standards that we have customized for Zoetis.

Additionally, we have in place disaster recovery and business continuity practices designed to provide for continuous business operations for our customers in the event of a cybersecurity incident.

While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.

*Third Party Onboarding*

We depend on third parties and applications on virtualized (cloud) infrastructure to operate and support our information systems and have a third-party risk management program and assessment process for onboarding third parties.

Management’s Role in Risk Oversight

Our information security team includes our Executive Vice President, Chief Digital & Technology Officer; our Vice President, Chief Information Officer; and our Head of Technology Risk, Compliance and Chief Information Security Officer.

Our Executive Vice President, Chief Digital and Technology Officer has over 20 years of information technology experience.

She was the Chief Information Officer for key business units at an S&P 500 healthcare company, and was that company’s first Chief Information Security Officer, where she led the strategy and execution to secure products, devices, manufacturing systems and information across businesses.

She holds a master’s degree in computer science and a master’s degree in business applications of information and technology.

Our Vice President, Chief Information Officer has over 20 years of experience in technology and digital leadership roles at large public companies and holds a bachelor’s degree in information systems.

Our Head of Technology Risk, Compliance and Chief Information Security Officer has over 20 years of experience in information security, and holds a bachelor’s degrees in computer science and biology.

We have established a cybersecurity governance program with clear roles for the executive management team as well as oversight by the Board of Directors and the Audit Committee.

The Zoetis information security team provides regular cyber threat intelligence briefings to management and provides updates to our senior executives on the status of the Company’s security measures and our efforts to identify and mitigate risks from cybersecurity threats.

The Zoetis information security team also works closely with the Zoetis Legal team, including the Chief Privacy Officer, to further enhance incident response procedures.

For example, we have a corporate crisis management plan in place to govern our response to corporate crises, which could include cyber incidents, and we conduct periodic simulated programs to ensure readiness.

This plan also includes a standard framework for categorization of incidents based on risk level and severity, and requires escalation to Zoetis senior management and/or the Audit Committee of the Board of Directors if certain severity levels are met.

Role of the Board of Directors and Committees

The Board of Directors maintains an active role in the oversight of material risks.

The Board of Directors utilizes its various Committees to oversee certain key risks, and has delegated responsibility to the Audit Committee for oversight of the Company’s enterprise risk management process and information security risk management program.

Management, with oversight from the Zoetis Board of Directors, is responsible for the Company’s assessment and management of exposure to risk.

The Audit Committee of the Board of Directors is also responsible for oversight of compliance with disclosure requirements under applicable laws and regulations, and would be consulted prior to the disclosure of any material cybersecurity incident.

The Zoetis information security team regularly provides an information security dashboard to the Audit Committee, covering the most active and relevant threats to Zoetis, relevant trends, and any notable events.

We have [removed: 189] [added: approximately 190] owned and leased properties, amounting to approximately [removed: 12.5] [added: 13.5] million square feet, around the world for sales and marketing, customer service, regulatory compliance, R&D, manufacturing and distribution, and administrative support functions.

None of our other non-manufacturing sites are more than [removed: 0.2] [added: 0.3] million square feet.

In addition, our global manufacturing network continues to be supplemented by [removed: 132] [added: 109] CMOs.

Our operations extend internationally to [removed: 58] [added: 57] countries.

29 |

28 |

As of February [removed: 10, 2023,] [added: 9, 2024,] there were [removed: 463,386,716] [added: 457,867,115] shares of our common stock outstanding, held by [removed: 1,653] [added: 1,574] shareholders of record.

On December [removed: 12, 2018,] [added: 7, 2021,] our Board of Directors authorized a multi-year share repurchase program of up to [removed: $2.0] [added: $3.5] billion of our outstanding common stock.

As of December 31, [removed: 2022,] [added: 2023,] there was [removed: $2.6] [added: $1.5] billion remaining under this authorization.

The [removed: programs do] [added: program does] not have a stated expiration date.

Issuer purchases of equity securities for the three months ended December 31, [removed: 2022] [added: 2023] were as follows:

| | | | Issuer Purchases of Equity [removed: Securities] [added: Securities(b)] | | | | | | | | | | | |

(a) The company repurchased [removed: 993] [added: 3,108] shares during the three-month period ended December 31, [removed: 2022,] [added: 2023,] that were not part of the publicly announced share repurchase authorization.

The graph below compares the cumulative total shareholder return on an investment in our common stock, the S&P 500 Index and the S&P 500 Pharmaceuticals Index for the five fiscal years beginning with the close of trading on December 31, [removed: 2017] [added: 2018] and ending December 31, [removed: 2022.][added: 2023.]

The graph assumes an investment of $100 on December 31, [removed: 2017,] [added: 2018,] in our common stock, the S&P 500 Index and the S&P 500 Pharmaceuticals Index and assumes dividends, if any, were reinvested.

[removed: ][added: ]

| | | | December 31, [removed: 2017 | | | December 31,] 2018 | | | December 31, 2019 | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | [added: December 31, 2023 | | |]

| October 1 - October 31, 2023 | | | 621,480 | | | $167.90 | | | 619,842 | | | $1,626,212,036 | | |

| November 1 - November 30, 2023 | | | 312,415 | | | $165.78 | | | 311,950 | | | $1,574,494,738 | | |

| December 1 - December 31, 2023 | | | 419,971 | | | $189.76 | | | 418,966 | | | $1,494,864,468 | | |

| Total | | | 1,353,866 | | | $174.19 | | | 1,350,758 | | | $1,494,864,468 | | |

(b) Amounts exclude the impact of excise tax on net share repurchases.

| Zoetis Inc. | | | $100 | | | $155.71 | | | $195.83 | | | $290.34 | | | $175.64 | | | $238.70 | | |

| S&P 500 Index | | | $100 | | | $131.49 | | | $155.68 | | | $200.37 | | | $164.08 | | | $207.21 | | |

| S&P 500 Pharmaceuticals Index | | | $100 | | | $115.09 | | | $123.75 | | | $155.62 | | | $168.77 | | | $169.33 | | |

31 |

This program was completed as of June 30, 2022.

On December 7, 2021, our Board of Directors authorized an additional multi-year share repurchase program of up to $3.5 billion of our outstanding common stock.

| October 1 - October 31, 2022 | | | 385,234 | | | $148.78 | | | 384,955 | | | $2,934,545,331 | | |

| November 1 - November 30, 2022 | | | 807,282 | | | $143.37 | | | 806,710 | | | $2,818,883,845 | | |

| December 1 - December 31, 2022 | | | 1,523,900 | | | $151.67 | | | 1,523,758 | | | $2,587,042,238 | | |

| Total | | | 2,716,416 | | | $148.80 | | | 2,715,423 | | | $2,587,042,238 | | |

29 |

| Zoetis Inc. | | | $100 | | | $119.45 | | | $185.99 | | | $233.91 | | | $346.80 | | | $209.79 | | |

| S&P 500 Index | | | $100 | | | $95.62 | | | $125.72 | | | $148.85 | | | $191.58 | | | $156.88 | | |

| S&P 500 Pharmaceuticals Index | | | $100 | | | $108.09 | | | $124.40 | | | $133.76 | | | $168.21 | | | $182.43 | | |

| Reports of Independent Registered Public Accounting Firm | | | [removed: [53](#i777cf052b1434fe1a50a8a8efc53fb6d_142)] [added: [54](#i52df0685fa21444fb44d762f4f1115f9_142)] | | |

| Consolidated Statements of Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [56](#i777cf052b1434fe1a50a8a8efc53fb6d_148)] [added: [57](#i52df0685fa21444fb44d762f4f1115f9_148)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [57](#i777cf052b1434fe1a50a8a8efc53fb6d_151)] [added: [58](#i52df0685fa21444fb44d762f4f1115f9_151)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [58](#i777cf052b1434fe1a50a8a8efc53fb6d_154)] [added: [59](#i52df0685fa21444fb44d762f4f1115f9_154)] | | |

| Consolidated Statements of Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [59](#i777cf052b1434fe1a50a8a8efc53fb6d_160)] [added: [60](#i52df0685fa21444fb44d762f4f1115f9_160)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [60](#i777cf052b1434fe1a50a8a8efc53fb6d_163)] [added: [61](#i52df0685fa21444fb44d762f4f1115f9_163)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [61](#i777cf052b1434fe1a50a8a8efc53fb6d_166)] [added: [62](#i52df0685fa21444fb44d762f4f1115f9_166)] | | |

| Schedule II—Valuation and Qualifying Accounts | | | [removed: [91](#i777cf052b1434fe1a50a8a8efc53fb6d_241)] [added: [91](#i52df0685fa21444fb44d762f4f1115f9_229)] | | |

We have audited the accompanying consolidated balance sheets of Zoetis Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 14, 2023] [added: 13, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As of December 31, [removed: 2022,] [added: 2023,] the Company has recorded gross unrecognized tax benefits of [removed: $194] [added: $209] million.

[removed: –evaluating] [added: ■evaluating] the Company’s interpretation of relevant tax laws and the potential impact on the unrecognized tax benefits by developing an independent assessment of the tax position’s more likely than not to be sustained under examination determination as well as the estimate of the amount of the gross unrecognized tax benefit, if any, based on our understanding and interpretation of tax laws,

[removed: –reading] [added: ■reading] and evaluating the tax opinion, and

[removed: –assessing] [added: ■assessing] the Company’s transfer pricing policies for compliance with applicable laws and regulations.

Amounts recorded as a reduction in accounts receivable as of December 31, [removed: 2022] [added: 2023] are approximately [removed: $295] [added: $301] million and accruals for deductions from revenue included in accrued expenses are approximately [removed: $285] [added: $323] million.

We evaluated the historical accuracy of the Company’s U.S. rebates accrual by comparing the previously recorded accrual as of December 31, [removed: 2021] [added: 2022] to the actual amount that ultimately was paid by the Company during [removed: 2022.][added: 2023.]

We have audited Zoetis Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February [removed: 14, 2023] [added: 13, 2024] expressed an unqualified opinion on those consolidated financial statements.

| (MILLIONS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | | | | $ | [removed: 8,080] [added: 8,544] | | | | | $ | [removed: 7,776] [added: 8,080] | | | | | $ | [removed: 6,675] [added: 7,776] | |

| Cost of sales(a) | | | | | | [removed: 2,454] [added: 2,561] | | | | | | [removed: 2,303] [added: 2,454] | | | | | | [removed: 2,057] [added: 2,303] | | |

| Selling, general and administrative expenses(a) | | | | | | [removed: 2,009] [added: 2,151] | | | | | | [removed: 2,001] [added: 2,009] | | | | | | [removed: 1,726] [added: 2,001] | | |

| Research and development expenses(a) | | | | | | [removed: 539] [added: 614] | | | | | | [removed: 508] [added: 539] | | | | | | [removed: 463] [added: 508] | | |

| Amortization of intangible assets | | | | | | [removed: 150] [added: 149] | | | | | | [removed: 161] [added: 150] | | | | | | [removed: 160] [added: 161] | | |

| Restructuring charges and certain acquisition-related costs | | | | | | [removed: 11] [added: 53] | | | | | | [removed: 43] [added: 11] | | | | | | [removed: 25] [added: 43] | | |

| Interest expense, net of capitalized interest | | | | | | [removed: 221] [added: 239] | | | | | | [removed: 224] [added: 221] | | | | | | [removed: 231] [added: 224] | | |

| Other [removed: (income)/deductions––net] [added: (income)/deductions-net] | | | | | | [removed: 40] [added: 6] | | | | | | [removed: 48] [added: (18)] | | | | | | [removed: 17] [added: 4] | | | [added: | | | | | | | | | | | | | | | | | |]

| Income before provision for taxes on income | | | | | | [removed: 2,656] [added: 2,936] | | | | | | [removed: 2,488] [added: 2,656] | | | | | | [removed: 1,996] [added: 2,488] | | |

| Provision for taxes on income | | | | | | [removed: 545] [added: 596] | | | | | | [removed: 454] [added: 545] | | | | | | [removed: 360] [added: 454] | | |

| Net income before allocation to noncontrolling interests | | | | | | [removed: 2,111] [added: 2,340] | | | | | | [removed: 2,034] [added: 2,111] | | | | | | [removed: 1,636] [added: 2,034] | | |

| Less: Net loss attributable to noncontrolling interests | | | | | | [removed: (3)] [added: (4)] | | | | | | (3) | | | | | | [removed: (2)] [added: (3)] | | |

| Net income attributable to Zoetis Inc. | | | | | | $ | [removed: 2,114] [added: 2,344] | | | | | $ | [removed: 2,037] [added: 2,114] | | | | | $ | [removed: 1,638] [added: 2,037] | |

| Basic | | | | | | $ | [removed: 4.51] [added: 5.08] | | | | | $ | [removed: 4.29] [added: 4.51] | | | | | $ | [removed: 3.44] [added: 4.29] | |

| Diluted | | | | | | $ | [removed: 4.49] [added: 5.07] | | | | | $ | [removed: 4.27] [added: 4.49] | | | | | $ | [removed: 3.42] [added: 4.27] | |

| Basic | | | | | | [removed: 468.891] [added: 461.172] | | | | | | [removed: 474.348] [added: 468.891] | | | | | | [removed: 475.502] [added: 474.348] | | |

| Diluted | | | | | | [removed: 470.385] [added: 462.269] | | | | | | [removed: 476.717] [added: 470.385] | | | | | | [removed: 478.569] [added: 476.717] | | |

| Dividends declared per common share | | | | | | $ | [removed: 1.350] [added: 1.557] | | | | | $ | [removed: 1.075] [added: 1.350] | | | | | $ | [removed: 0.850] [added: 1.075] | |

| (MILLIONS OF DOLLARS) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

February 13, 2024

February 13, 2024

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2023 | | | | | | 501.9 | | | | | | $ | 5 | | | | | 43.5 | | | | | | $ | (5,597) | | | | | $ | 1,133 | | | | | $ | 10,295 | | | | | $ | (839) | | | | | $ | (6) | | | | | $ | 4,991 | |

For 2023, includes excise tax accrued on net share repurchases.

| Net income before allocation to noncontrolling interests | | | | | | $ | 2,340 | | | | | $ | 2,111 | | | | | $ | 2,034 | |

| Net gain on sale of businesses, excluding transaction costs | | | | | | (118) | | | | | | — | | | | | | — | | |

| Proceeds from sale of businesses, net of cash sold | | | | | | 96 | | | | | | — | | | | | | — | | |

| Excise tax accrued on net share repurchases, not paid | | | | | | 10 | | | | | | — | | | | | | — | | |

During the first quarter of 2023, we adopted the guidance by executing amendments to our affected contracts that referenced LIBOR.

The adoption did not have a material impact on our consolidated financial statements or related disclosures.

A corresponding lease liability is also recorded.

Our lease portfolio primarily consists of operating leases, in which fixed lease payments are recognized on a straight-line basis over the lease term.

Operating lease assets are recorded within Operating lease right of use assets with the corresponding operating lease liabilities recorded within Other current liabilities and Operating lease liabilities on the Consolidated Balance Sheets.

Finance lease assets are recorded within Other noncurrent assets with the corresponding finance lease liabilities recorded within Other current liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets.

In 2023 we performed a qualitative impairment assessment as of September 30, 2023, which did not result in the impairment of goodwill associated with any of our reporting units.

In addition, we capitalize qualifying implementation costs under cloud computing arrangements (“CCA”).

The capitalized CCA implementation costs are allocated between Other current assets and Other noncurrent assets on the accompanying Consolidated Balance Sheets based on the expected period that amortization will be recognized.

CCA implementation costs are amortized using the straight-line method over the expected term of the related service contract.

| Contract manufacturing & human health | | | | | | 78 | | | | | | 86 | | | | | | 82 | | |

| Total Revenue | | | | | | $ | 8,544 | | | | | $ | 8,080 | | | | | $ | 7,776 | |

| Contract manufacturing & human health | | | | | | 78 | | | | | | 86 | | | | | | 82 | | |

| Total Revenue | | | | | | $ | 8,544 | | | | | $ | 8,080 | | | | | $ | 7,776 | |

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| | | | | | | 8,466 | | | | | | 7,994 | | | | | | 7,694 | | |

| Contract manufacturing & human health | | | | | | 78 | | | | | | 86 | | | | | | 82 | | |

| Total Revenue | | | | | | $ | 8,544 | | | | | $ | 8,080 | | | | | $ | 7,776 | |

During 2023, we acquired 100% of the issued share capital of PetMedix Ltd (PetMedix), a privately held research and development stage animal health biopharmaceutical company based in the U.K., which develops antibody-based therapeutics for companion animals.

The purchase price included upfront cash consideration of $111 million, excluding $19 million of cash acquired, $5 million in cash withheld for customary post-closing adjustments, and contingent consideration up to $100 million based on the achievement of certain milestones.

There are additional contingent payments to be made to the seller upon receipt of payments from a third party related to a preexisting collaboration arrangement between PetMedix and the third party.

The initial fair value assessment of the contingent consideration and additional contingent payments is not material and the transaction did not have a material impact on our consolidated financial statements.

We also completed the acquisition of adivo GmbH (adivo), a privately held research and development stage animal health biopharmaceutical company based in Germany.

The transaction did not have a material impact on our consolidated financial statements.

The valuation was finalized during 2023.

During 2023, we received net cash proceeds of $93 million ($99 million sales proceeds, net of cash sold of $6 million) for the sale of a majority interest in our pet insurance business, Pumpkin Insurance Services.

We recorded a net pre-tax gain of $101 million within *Other (income)/deductions—net*, which includes $24 million related to the remeasurement of our retained noncontrolling investment to fair value.

We also completed the divestiture of Performance Livestock Analytics, part of our precision animal health business.

This transaction did not have a material impact on our consolidated financial statements.

| (MILLIONS OF DOLLARS) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Non-cash activity | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |

52 |

February 14, 2023

| Balance, December 31, 2019 | | | | | | 501.9 | | | | | | $ | 5 | | | | | 26.4 | | | | | | $ | (2,042) | | | | | $ | 1,044 | | | | | $ | 4,427 | | | | | $ | (726) | | | | | $ | — | | | | | $ | 2,708 | |

| Consolidation of a noncontrolling interest(a) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 6 | | |

(a) Represents the consolidation of a research and development arrangement with a Belgian company, a variable interest entity of which Zoetis is the primary beneficiary.

| Employee benefit plan contribution from Pfizer Inc. | | | | | | 3 | | | | | | 3 | | | | | | 3 | | |

| Acquisition of a noncontrolling interest, net of cash acquired | | | | | | — | | | | | | — | | | | | | 3 | | |

We currently have various hedging transactions that reference LIBOR.

We will make specific amendments to our affected contracts and hedge documentation to adopt these standards during the transition period and we do not expect these changes to have a material impact on our consolidated financial statements or related disclosures.

We determine the implied fair value of goodwill

As of the balance sheet date, the remaining purchase consideration of $5 million was outstanding and recorded in *Other current liabilities*.

The goodwill recorded is not deductible for tax purposes.

All amounts recorded are subject to final valuation.

Any adjustments to our preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

During 2020, we completed the acquisitions of Fish Vet Group, a diagnostics company for aquaculture, Virtual Recall, a veterinary engagement software company, Performance Livestock Analytics, a cloud-based technology company in the precision animal health business, and Ethos Diagnostic Science, a veterinary reference laboratory business with labs across the U.S. We also entered into an option purchase agreement as part of a research and development arrangement with a Belgian company, a variable interest entity of which Zoetis is the primary beneficiary and now consolidating within our results.

In 2020, we received cash proceeds of $20 million resulting from payments received pursuant to an agreement related to the 2016 sale of certain U.S. manufacturing sites.

| Impairment of an equity investment | | | | | | — | | | | | | — | | | | | | 4 | | |

(b) For 2020, represents income resulting from payments received pursuant to an agreement related to the 2016 sale of certain U.S. manufacturing sites.

On August 16, 2022, the U.S. Inflation Reduction Act of 2022 (the “IRA”) was enacted which, among other changes, implements a 15% alternative minimum tax on financial statement income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy.

The alternative minimum tax and excise tax are effective for taxable years beginning after December 31, 2022 and the incentives to promote clean energy have various different effective dates.

We do not currently expect the IRA to have a material impact on our financial results, including our annual estimated effective tax rate.

In 2020, included in *Noncurrent deferred tax assets* and *Other noncurrent assets* ($1 million) and *Other taxes payable* ($187 million).

The company has effectively settled its U.S. federal income tax obligations through 2016.

The credit facility replaced the company’s existing revolving credit facility dated as of December 21, 2016.

On August 20, 2021, we redeemed, upon maturity, the $300 million aggregate principal amount of our 2018 floating rate senior notes due 2021 and the $300 million aggregate principal amount of our 2018 senior notes due 2021.

On May 12, 2020, we issued $1.25 billion aggregate principal amount of our senior notes (2020 senior notes), with an original issue discount of $10 million.

These notes are comprised of $750 million aggregate principal amount of 2.000% senior notes due 2030 and $500 million aggregate principal amount of 3.000% senior notes due 2050.

On October 13, 2020, the net proceeds were used to repay the $500 million aggregate principal amount of our 3.450% 2015 senior notes due 2020 and the remainder is being used for general corporate purposes.

On August 20, 2018, we issued $1.5 billion aggregate principal amount of our senior notes (2018 senior notes), with an original issue discount of $4 million.

On September 12, 2017, we issued $1.25 billion aggregate principal amount of our senior notes (2017 senior notes), with an original issue discount of $7 million.

On November 13, 2015, we issued $1.25 billion aggregate principal amount of our senior notes (2015 senior notes), with an original issue discount of $2 million.

On January 28, 2013, we issued $3.65 billion aggregate principal amount of our senior notes (the 2013 senior notes offering) in a private placement, with an original issue discount of $10 million.

| Maturities | | | | | | $ | 1,350 | | | | | $ | — | | | | | $ | 1,350 | | | | | $ | — | | | | | $ | 750 | | | | | $ | 4,550 | | | | | $ | 8,000 | |

| Fixed-to-floating interest rate swap contracts | | | | | | Other non-current assets | | | | | | — | | | | | | 2 | | |

| Fixed-to-float interest rate swap contracts | | | | | | Other non-current liabilities | | | | | | (32) | | | | | | — | | |

| Short-term lease payments not included in the measurement of lease liabilities | | | | | | 12 | | | | | | 9 | | | | | | 7 | | |

| Maturities | | | | | | $ | 52 | | | | | $ | 45 | | | | | $ | 37 | | | | | $ | 31 | | | | | $ | 26 | | | | | $ | 89 | | | | | $ | 280 | | | | | $ | (51) | | | | | $ | 229 | |

| | | | | | | | | | | | | 5,050 | | | | | | 4,494 | | |

| Balance, December 31, 2020 | | | | | | $ | 1,425 | | | | | $ | 1,269 | | | | | $ | 2,694 | |

| Other(b) | | | | | | — | | | | | | (15) | | | | | | (15) | | |

Based upon that evaluation as of December 31, [removed: 2022,] [added: 2023,] the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective at a reasonable level of assurance in alerting them in a timely manner to material information required to be disclosed in our periodic reports filed with the SEC.

Based on our evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report included herein.

Rule 10b5-1 Trading Arrangements

Heidi Chen, Executive Vice President, General Counsel and Corporate Secretary; Business Lead of Human Health Diagnostics, adopted a pre-arranged trading plan on December 15, 2023, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Ms. Chen's plan provides for the sale of up to 8,310 shares of Zoetis common stock between March 15, 2024 and March 13, 2026.

None.

Information about our directors is incorporated by reference from the discussion under the heading *Item 1*\-*Election of Directors* in our [removed: 2023] [added: 2024] Proxy Statement.

Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from the discussion under the heading *Delinquent Section 16(a) Reports* in our [removed: 2023] [added: 2024] Proxy Statement.

Information about the Zoetis Code of Conduct governing our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and Controller, and our Board of Directors, is incorporated by reference from the discussions under the heading *Corporate Governance at Zoetis* in our [removed: 2023] [added: 2024] Proxy Statement.

Information regarding the procedures by which our stockholders may recommend nominees to our Board of Directors is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2023] [added: 2024] Proxy Statement.

Information about our Audit Committee, including the members of the Committee, and our Audit Committee financial experts, is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2023] [added: 2024] Proxy Statement.

If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

The full text of our Code of Conduct is available at the Investor Relations section of our website at www.zoetis.com.

The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this Annual Report on Form 10-K.

Information about director compensation is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2023] [added: 2024] Proxy Statement.

Information about executive compensation is incorporated by reference from the discussion under the heading *Executive* *Compensation* in our [removed: 2023] [added: 2024] Proxy Statement.

Information required by this item is incorporated by reference from the discussion under the heading *Ownership of Our Common Stock* in our [removed: 2023] [added: 2024] Proxy Statement.

Information about certain relationships and transactions with related parties and our policies and procedures in relation to such transactions is incorporated by reference from the discussion under the heading *Transactions with Related Persons* in our [removed: 2023] [added: 2024] Proxy Statement.

Information about director independence is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis-Corporate Governance Principles and Practices-Director Independence* in our [removed: 2023] [added: 2024] Proxy Statement.

Information about the fees for professional services rendered by our independent registered public accounting firm in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022,] is incorporated by reference from the discussion under the heading *Item 3*—*Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for [removed: 2023*] [added: 2024*] in our [removed: 2023] [added: 2024] Proxy Statement.

Our Audit [removed: Committee’s] [added: Committee's] policy on pre-approval of audit and permissible non-audit services of our independent registered public accounting firm is incorporated by reference from the discussion under the heading *Item 3*—*Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for [removed: 2023*] [added: 2024*] in our [removed: 2023] [added: 2024] Proxy [removed: Statement*.*][added: Statement.]

| [Exhibit [removed: 3.1](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000181/0001555280-22-000181-index.htm)] [added: 3.1](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000159/exhibit31zoetis-updatedcha.htm)] | | | | | | Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Zoetis Inc.'s Current | | |

| | | | | | | Report on Form 8-K filed on May [removed: 20, 2022] [added: 29, 2023] (File No. 001-35797)) | | |

| [Exhibit [removed: 3.2](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000284/exhibit32arbylaws.htm)] [added: 3.2](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000159/exhibit32zoetis-updatedbyl.htm)] | | | | | | [added: Amended and Restated] By-laws of the Registrant, [removed: amended and restated as of December 8, 2022] (incorporated by reference to Exhibit 3.2 to Zoetis [added: Inc.'s Current] | | |

| | | | | | | [removed: Inc.’s Current] Report on Form 8-K filed on [removed: December 8, 2022] [added: May 19, 2023] (File No. 001-35797)) | | |

| [Exhibit [removed: 4](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)[.9](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] [added: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)[0](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] | | | | | | Form of [removed: 3.250%] [added: 4.700%] Senior Notes due [removed: 2023] [added: 2043] (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on | | |

| [Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)[10](http://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)[9](http://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)] | | | | | | Form of 4.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] [added: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] | | | | | | Form of [removed: 4.700%] [added: 3.000%] Senior Notes due [removed: 2043] [added: 2027] (incorporated by reference to Exhibit [removed: 4.3 of] [added: 4.2 to] Zoetis [removed: Inc.'s registration statement] [added: Inc.’s Current Report] on [added: Form 8-K] | | |

| [Exhibit 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)[2](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm) | | | | | | Form of [removed: 3.000%] [added: 3.950%] Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)[3](http://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] [added: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[4](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] | | | | | | Form of [removed: 3.950%] [added: 4.450%] Senior Notes due [removed: 2027] [added: 2048] (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[4](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[3](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] | | | | | | 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 | | |

| [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[5](http://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[5](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] | | | | | | Form of [removed: 4.450%] [added: 2.000%] Senior Notes due [removed: 2048] [added: 2030] (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[16](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] | | | | | | Form of [removed: 2.000%] [added: 3.000%] Senior Notes due [removed: 2030] [added: 2050] (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[7](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-3.htm)[7](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-3.htm)] | | | | | | Form of [removed: 3.000%] [added: 5.400%] Senior Notes due [removed: 2050] [added: 2025] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.18](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-3.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)[8](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)] | | | | | | Form of [removed: 5.400%] [added: 5.600%] Senior Notes due [removed: 2025] [added: 2032] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit420descriptionofsec.htm)[20](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit420descriptionofsec.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit420descriptionofsec.htm)[19](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit420descriptionofsec.htm)] | | | | | | Description of the Registrant’s Securities [removed: †] [added: (incorporated by reference to Exhibit 4.20 to Zoetis Inc.'s Annual Report on Form 10-K] | | |

| [Exhibit [removed: 10.2](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit103.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)[7](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)] | | | | | | [removed: Tax] [added: Environmental] Matters Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by [removed: reference to] | | |

| | | | | | | Exhibit [removed: 10.3] [added: 10.38] to Zoetis [removed: Inc.’s 2012] [added: Inc.'s] Annual Report on Form 10-K filed on [removed: March 28, 2013] [added: February 14, 2023] (File [removed: No. 001-35797))] [added: No 001-35797))*] | | |

| [Exhibit [removed: 10.3](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetixexhibit104.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetixexhibit104.htm)[2](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetixexhibit104.htm)] | | | | | | Research and Development Collaboration and License Agreement, dated February 6, 2013, by and between Zoetis Inc. | | |

| [Exhibit [removed: 10.4](http://www.sec.gov/Archives/edgar/data/1555280/000119312512463564/d381653dex106.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000119312512463564/d381653dex106.htm)[3](http://www.sec.gov/Archives/edgar/data/1555280/000119312512463564/d381653dex106.htm)] | | | | | | Pfizer Inc. 2004 Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of Zoetis Inc.'s registration | | |

| [Exhibit [removed: 10.5](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)[4](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)] | | | | | | Patent and Know-How License Agreement (Zoetis as licensor), dated February 6, 2013, by and between Zoetis Inc. and | | |

| [Exhibit [removed: 10.6](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)[5](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)] | | | | | | Patent and Know-How License Agreement (Pfizer as licensor), dated February 6, 2013, by and between Zoetis Inc. and | | |

| [Exhibit [removed: 10.7](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)[6](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)] | | | | | | Trademark and Copyright License Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. | | |

| [Exhibit [removed: 10.8](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)] [added: 10.2](http://www.sec.gov/Archives/edgar/data/1555280/000119312519261144/d814554dex101.htm)[5](http://www.sec.gov/Archives/edgar/data/1555280/000119312519261144/d814554dex101.htm)] | | | | | | [removed: Environmental Matters Agreement,] [added: Letter Agreement] dated [removed: February 6, 2013,] [added: as of October 2, 2019,] by and between [removed: Zoetis Inc.] [added: Juan Ramón Alaix] and [removed: Pfizer] [added: Zoetis] Inc. (incorporated by | | |

| [Exhibit [removed: 10.9](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)[8](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)] | | | | | | Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 (incorporated by reference to Exhibit | | |

| [Exhibit [removed: 10.10](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1017.htm)] [added: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1024.htm)[4](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1024.htm)] | | | | | | [removed: Sale] [added: Form] of [removed: Business Severance Plan] [added: Cash Award agreement] (incorporated by reference to Exhibit [removed: 10.17] [added: 10.24] to Zoetis Inc.’s 2012 Annual Report on | | |

| | | | | | | [removed: Form 10-K] filed on [removed: March 28, 2013] [added: February 14, 2023] (File No. [removed: 001-35797))*] [added: 001-35797))†] | | |

| [Exhibit [removed: 10.11](http://www.sec.gov/Archives/edgar/data/1555280/000155528016000505/exhibit101-zoetiscreditagr.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)[9](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)] | | | | | | Revolving Credit Agreement, dated as of December 21, 2022, among Zoetis Inc., the lenders party thereto and JPMorgan | | |

| [Exhibit [removed: 10.12](http://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)[0](http://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)] | | | | | | Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.19 of Zoetis Inc's | | |

| [Exhibit [removed: 10.13](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1021.htm)] [added: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1021.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1021.htm)] | | | | | | Form of Restricted Stock Unit Award agreement (incorporated by reference to Exhibit 10.21 to Zoetis Inc.’s 2012 Annual | | |

| [Exhibit [removed: 10.14](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1022.htm)] [added: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1022.htm)[2](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1022.htm)] | | | | | | Form of Stock Option Award agreement (incorporated by reference to Exhibit 10.22 to Zoetis Inc.’s 2012 Annual Report | | |

| [Exhibit [removed: 10.15](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)] [added: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)[3](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)] | | | | | | Form of Non-Employee Director Deferred Stock Unit Award agreement (incorporated by reference to Exhibit 10.23 | | |

| [Exhibit [removed: 10.16](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1024.htm)] [added: 10.3](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit104-2022zoetiscasha.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit104-2022zoetiscasha.htm)] | | | | | | Form of Cash Award [removed: agreement] [added: Agreement, effective as of July 27, 2022] (incorporated by reference to Exhibit [removed: 10.24] [added: 10.1] to Zoetis Inc.’s [removed: 2012 Annual Report on] | | |

| [Exhibit [removed: 10.17](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)] [added: 10](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)[.](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)[5](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)] | | | | | | Form of Performance Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by | | |

| [Exhibit [removed: 10.18](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a992-rsuawardagreement2015.htm)] [added: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a992-rsuawardagreement2015.htm)[6](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a992-rsuawardagreement2015.htm)] | | | | | | Form of Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by reference to | | |

| [Exhibit [removed: 10.19](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a993-stockoptionawardagree.htm)] [added: 10.1](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a993-stockoptionawardagree.htm)[7](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a993-stockoptionawardagree.htm)] | | | | | | Form of Stock Option Award Agreement, effective as of February 27, 2015 (incorporated by reference to Exhibit 99.3 | | |

| [Exhibit [removed: 10.20](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a994-cashawardagreement201.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a994-cashawardagreement201.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a994-cashawardagreement201.htm)[8](http://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a994-cashawardagreement201.htm)] | | | | | | Form of Cash Award Agreement, effective as of February 27, 2015 (incorporated by reference to Exhibit 99.4 to | | |

| [Exhibit [removed: 10.21](http://www.sec.gov/Archives/edgar/data/0001555280/000155528018000269/a2018q310qex101.htm)] [added: 10.](http://www.sec.gov/Archives/edgar/data/0001555280/000155528018000269/a2018q310qex101.htm)[19](http://www.sec.gov/Archives/edgar/data/0001555280/000155528018000269/a2018q310qex101.htm)] | | | | | | Zoetis Amended and Restated Non-Employee Director Deferred Compensation Plan (incorporated by reference to | | |

| [Exhibit [removed: 10.22](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000042/zoetis-2013630xex101.htm)] [added: 10.2](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000042/zoetis-2013630xex101.htm)[0](http://www.sec.gov/Archives/edgar/data/1555280/000155528013000042/zoetis-2013630xex101.htm)] | | | | | | Zoetis Executive Severance Plan (incorporated by reference to Exhibit 10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q | | |

| [Exhibit [removed: 10.23](http://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/ex104zoetissuppsavingsplan.htm)] [added: 10.2](http://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/ex104zoetissuppsavingsplan.htm)[1](http://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/ex104zoetissuppsavingsplan.htm)] | | | | | | Zoetis Supplemental Savings Plan, as amended and restated, effective September 15, 2014 (incorporated by reference to | | |

| [Exhibit [removed: 10.24](https://www.sec.gov/Archives/edgar/data/1555280/000155528021000098/exhibit102412-31x20.htm)] [added: 10.2](https://www.sec.gov/Archives/edgar/data/1555280/000155528021000098/exhibit102412-31x20.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528021000098/exhibit102412-31x20.htm)] | | | | | | Amendment No. 1 to Zoetis Supplemental Savings Plan effective December 21, 2020 (incorporated by reference to Exhibit 10.24 | | |

| | | | | | | to Zoetis Inc.'s Annual Report on Form 10-K filed on February 14, 2023 (File No 001-35797))* | | |

| | | | | | | to Zoetis Inc.'s Annual Report on Form 10-K filed on February 14, 2023 (File No 001-35797))* | | |

| | | | | | | reference to Exhibit 10.1 to Zoetis Inc.'s Quarterly Report on Form 10Q filed on May 4, 2023 (File No 001-35797))* | | |

| [Exhibit 10.38](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000150/exhibit102formofcashrsuawa.htm) | | | | | | Form of Cash Restricted Stock Unit Award Agreement, effective as of February 8, 2023 (incorporated by reference to | | |

| | | | | | | Exhibit 10.2 to Zoetis Inc.'s Quarterly Report on Form 10Q filed on May 4, 2023 (File No 001-35797))* | | |

| [Exhibit 97](https://www.sec.gov/Archives/edgar/data/1555280/000155528024000143/exhibit97zoetiscompensatio.htm) | | | | | | Zoetis Inc. Compensation Recovery Policy † | | |

| | | | | | | Form S-1 (File No. 333-183254)) | | |

| [Exhibit 4.19](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm) | | | | | | Form of 5.600% Senior Notes due 2032 (incorporated by reference to Exhibit 4.4 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit 10.28](http://www.sec.gov/Archives/edgar/data/1555280/000155528019000301/exhibit1012019q4clewis.htm) | | | | | | Letter Agreement dated as of December 9, 2019, by and between Clinton A. Lewis, Jr. and Zoetis Inc. (incorporated by | | |