Zoetis (ZTS) risk factors: FY2025 10-K
Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-12. 51 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024
5new since FY2024
3reworded
1removed
43unchanged
Headings mentioning a theme: Tariffs 1 · AI 2 · Cybersecurity 1 · China 0 · Interest rates 0. Compare across the S&P 500.
Risks related to our business and the animal health industry
21- The animal health industry is highly competitive.
- Our results of operations are dependent upon the success of our top-selling products.
- Our products are subject to unanticipated safety, quality or efficacy concerns.
- Our business is subject to risk based on global economic and political conditions.
- Generic and other products may be viewed as more cost-effective than our products.
- Consolidation of our customers and distributors could negatively affect the pricing of our products.
- Changes in distribution channels for companion animal products could negatively impact our market share, margins and distribution of our products.
- An outbreak of infectious disease carried by animals could negatively affect the sale and production of our products.
- Disruptive innovations and advances in medical practices and technologies could negatively affect the market for our products.
- Implementing new business lines or offering new products and services may subject us to additional risks.
- Restrictions and bans on the use of and/or consumer preferences regarding antibacterials in food-producing animals may become more prevalent.
- Perceived adverse effects linked to the consumption of food derived from animals that utilize our products or animals generally could cause a decline in the sales of such products.
- Increased regulation or decreased governmental financial support relating to the raising, processing or consumption of food-producing animals could reduce demand for our livestock products.
- We may not successfully acquire and integrate other businesses, license rights to technologies or products, form and manage alliances or divest businesses.
- Changes in trade policies, including the imposition of tariffs, sanctions, and other trade restrictions, may adversely affect our business.newTariffs
- Our business may be negatively affected by weather conditions, natural disasters and the availability of natural resources.
- Climate change could have a material adverse impact on our and our customers’ businesses.
- Our business is subject to risk based on customer exposure to rising costs and reduced customer income.
- Our business may be harmed if we are unable to retain and hire executive officers or other key personnel.
- Our business could be adversely affected by labor disputes, strikes or work stoppages.
- We may be required to write down goodwill or identifiable intangible assets.
Risks related to manufacturing and supply
3- Manufacturing problems and capacity imbalances may cause product launch delays, inventory shortages, recalls or unanticipated costs.
- We rely on third parties to provide us with products, materials and services, and are subject to increased labor and material costs and potential disruptions in supply.
- There may be delays and additional costs due to changes to our existing manufacturing facilities and the construction of new manufacturing plants.
Risks related to our research and development
3- Our R&D, acquisition and licensing efforts may fail to generate new products and product lifecycle innovations.
- We may experience difficulties or delays in the development and commercialization of new products.
- Our R&D relies on evaluations in animals, which may become subject to bans or additional restrictive regulations.
Risks related to legal matters and regulation
6- Our business is subject to substantial regulation.
- We may incur substantial costs and receive adverse outcomes in litigation and/or other legal matters.
- The illegal distribution and sale by third parties of counterfeit or illegally compounded versions of our products or of stolen, diverted or relabeled products could have a negative impact on our reputation and business.
- The misuse or off-label use of our products may harm our reputation or result in financial or other damages.
- Our operations and reputation may be impacted if we do not comply with complex and continually evolving laws and regulations regarding data privacy information and the use of AI.rewordedAI
- Our aspirations, goals and disclosures related to sustainability matters expose us to numerous risks, including risks to our reputation.reworded
Risks related to information technology
4- We may be unable to adequately protect our information technology systems from cyberattacks, ransomware attacks, phishing attempts, social engineering schemes and other technology enabled threats, breaches of security, data loss or misappropriation of data, which could result in the disclosure of sensitive, personal, confidential or proprietary information, damage our reputation, and subject us to significant financial and legal exposure.rewordedCybersecurity
- We depend on sophisticated information technology and infrastructure.
- We may be unable to successfully manage our online ordering sites.
- We use machine learning and AI in various business operations, and inability to successfully monitor and manage its use could result in operational, competitive or reputational harm, regulatory enforcement, and legal liability.newAI
Risks related to operating in foreign jurisdictions
3- A significant portion of our operations are conducted in foreign jurisdictions, including jurisdictions presenting a high risk of bribery and corruption, and are subject to the economic, political, legal and business environments of the countries in which we do business.
- Foreign exchange rate fluctuations and potential currency controls affect our results of operations, as reported in our financial statements.
- We may not be able to realize the expected benefits of our investments in emerging markets and are subject to certain risks due to our presence in emerging markets, including political or economic instability and failure to adequately comply with legal and regulatory requirements.
Risks related to tax matters
1- The Company could be subject to changes in its tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities.
Risks related to intellectual property
2- The alleged intellectual property rights of third parties may negatively affect our business.
- If our intellectual property rights are challenged or circumvented, competitors may be able to take advantage of our research and development efforts.
Risks related to our indebtedness
6- We have substantial indebtedness.
- We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
- We may not have the funds necessary to finance the change of control offer required by the indenture governing our senior notes.
- We may not have the ability to raise the funds necessary to settle conversions of our convertible senior notes in cash, or to repurchase the convertible senior notes upon a fundamental change, and our existing debt contains, and future debt may contain, limitations on our ability to pay cash upon conversion or repurchase of the convertible senior notes.new
- The conditional conversion feature of our convertible senior notes, if triggered, may adversely affect our financial condition and operating results.new
- Conversion of our convertible senior notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.new
Risks related to our relationship with Pfizer
2- Pfizer's rights as licensor under the patent and know-how license could limit our ability to develop and commercialize certain products.
- We are dependent on Pfizer to prosecute, maintain and enforce certain intellectual property.
No longer in Item 1A
1Headings in the FY2024 10-K with no match this year.
- Modification of foreign trade policy by the U.S. or other countries or the imposition of tariffs on imported goods may harm our business.
Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.
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