Zoetis Inc
For the period ended Dec 31, 2024. Filed Feb 13, 2025.
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FY2024 · Filed Feb 13, 2025
ZTS$82.32+3.7%Stored close · as of Nov 9, 2026
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EXHIBIT INDEX
EXHIBITS
The exhibits listed below and designated with a† are filed with this report. The exhibits listed below and not so designated are incorporated by reference to the documents following the descriptions of the exhibits.
| Exhibit 3.1 | 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 23, 2024 (File No. 001-35797)) | |
| Exhibit 3.2 | Amended and Restated By-laws of the Registrant, (incorporated by reference to Exhibit 3.2 to Zoetis Inc.'s Current |
| Report on Form 8-K filed on May 19, 2023 (File No. 001-35797)) | |
| Exhibit 4.1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Zoetis Inc.'s Annual Report on Form 10-K |
| filed on February 15, 2022 (File No. 001-35797)) | |
| Exhibit 4.2 | Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as trustee |
| (incorporated by reference to Zoetis Inc.'s registration statement on Form S-1 (File No. 333-183254)) | |
| Exhibit 4.3 | First Supplemental Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company |
| Americas, as trustee (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on Form S-1 | |
| (File No. 333-183254)) | |
| Exhibit 4.4 | Second Supplemental Indenture, dated November 13, 2015, between Zoetis Inc. and Deutsche Bank Trust Company |
| Americas, as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed on | |
| November 13, 2015 (File No. 001-35797)) | |
| Exhibit 4.5 | Third Supplemental Indenture, dated September 12, 2017, between Zoetis Inc. and Deutsche Bank Trust Company Americas, |
| as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed on September 12, 2017 | |
| (File No. 001-35797)) | |
| Exhibit 4.6 | Fourth Supplemental Indenture, dated August 20, 2018, between Zoetis Inc. and Deutsche Bank Trust Company Americas, |
| as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | |
| filed on August 20, 2018 (File No. 001-35797)) | |
| Exhibit 4.7 | Fifth Supplemental Indenture, dated May 12, 2020, between Zoetis Inc. and Deutsche Bank Trust Company Americas, |
| as trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.'s Current Report on Form 8-K filed on May 12, 2020 | |
| (File No. 001-35797)) | |
| Exhibit 4.8 | Sixth Supplemental Indenture, dated November 16, 2022, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as |
| trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed on November 16, 2022 | |
| (File No. 001-35797)) | |
| Exhibit 4.9 | Form of 4.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on |
| Form 8-K filed on November 13, 2015 (File No. 001-35797)) | |
| Exhibit 4.10 | Form of 4.700% Senior Notes due 2043 (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on |
| Form S-1 (File No. 333-183254)) | |
| Exhibit 4.11 | Form of 3.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K |
| filed on September 12, 2017 (File No. 001-35797)) | |
| Exhibit 4.12 | Form of 3.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K |
| filed on September 12, 2017 (File No. 001-35797)) | |
| Exhibit 4.13 | Form of 3.900% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K |
| filed on August 20, 2018 (File No. 001-35797)) | |
| Exhibit 4.14 | Form of 4.450% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K |
| filed on August 20, 2018 (File No. 001-35797)) | |
| Exhibit 4.15 | Form of 2.000% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K |
| filed on May 12, 2020 (File No. 001-35797)) | |
| Exhibit 4.16 | Form of 3.000% Senior Notes due 2050 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K |
| filed on May 12, 2020 (File No. 001-35797)) | |
| Exhibit 4.17 | Form of 5.400% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to Zoetis Inc.’s Current Report on Form 8-K |
| filed on November 16, 2022 (File No. 001-35797)) |
94 |
| Exhibit 4.18 | 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 |
|---|---|
| filed on November 16, 2022 (File No. 001-35797)) | |
| Exhibit 4.19 | Description of the Registrant’s Securities† |
| Exhibit 10.1 | Global Separation Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by reference to |
| Exhibit 10.2 | Research and Development Collaboration and License Agreement, dated February 6, 2013, by and between Zoetis Inc. |
| and Pfizer Inc. (incorporated by reference to Exhibit 10.4 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on | |
| March 28, 2013 (File No. 001-35797)) | |
| Exhibit 10.3 | Pfizer Inc. 2004 Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of Zoetis Inc.'s registration |
| statement on Form S-1 (File No. 333-183254))* | |
| Exhibit 10.4 | Patent and Know-How License Agreement (Zoetis as licensor), dated February 6, 2013, by and between Zoetis Inc. and |
| Pfizer Inc. (incorporated by reference to Exhibit 10.8 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on | |
| March 28, 2013 (File No. 001-35797)) | |
| Exhibit 10.5 | Patent and Know-How License Agreement (Pfizer as licensor), dated February 6, 2013, by and between Zoetis Inc. and |
| Pfizer Inc. (incorporated by reference to Exhibit 10.9 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on | |
| March 28, 2013 (File No. 001-35797)) | |
| Exhibit 10.6 | Trademark and Copyright License Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. |
| (incorporated by reference to Exhibit 10.10 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013 | |
| (File No. 001-35797)) | |
| Exhibit 10.7 | Environmental Matters Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by |
| reference to Exhibit 10.13 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013) (File No. 001-35797)) | |
| Exhibit 10.8 | Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 (incorporated by reference to Exhibit |
| 10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022 (File No. 001-35797))* | |
| Exhibit 10.9 | Revolving Credit Agreement, dated as of December 21, 2022, among Zoetis Inc., the lenders party thereto and JPMorgan |
| Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of Zoetis Inc.'s Current Report | |
| on Form 8-K filed on December 21, 2022 (File No. 001-35797)) | |
| Exhibit 10.10 | Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.19 of Zoetis Inc's |
| registration statement on Form S-1 (File No. 333-183254)) | |
| Exhibit 10.11 | Form of Restricted Stock Unit Award agreement (incorporated by reference to Exhibit 10.21 to Zoetis Inc.’s 2012 Annual |
| Exhibit 10.12 | Form of Stock Option Award agreement (incorporated by reference to Exhibit 10.22 to Zoetis Inc.’s 2012 Annual Report |
| Exhibit 10.13 | Form of Non-Employee Director Deferred Stock Unit Award agreement (incorporated by reference to Exhibit 10.23 |
| Exhibit 10.14 | Form of Cash Award agreement (incorporated by reference to Exhibit 10.24 to Zoetis Inc.’s 2012 Annual Report on |
| Exhibit 10.15 | Form of Performance Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by |
| reference to Exhibit 99.1 to Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | |
| Exhibit 10.16 | Form of Restricted Stock Unit Award Agreement, effective as of February 27, 2015 (incorporated by reference to |
| Exhibit 99.2 to Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | |
| Exhibit 10.17 | Form of Stock Option Award Agreement, effective as of February 27, 2015 (incorporated by reference to Exhibit 99.3 |
| to Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | |
| Exhibit 10.18 | Form of Cash Award Agreement, effective as of February 27, 2015 (incorporated by reference to Exhibit 99.4 to |
| Zoetis Inc.’s Current Report on Form 8-K filed on March 4, 2015 (File No. 001-35797))* | |
| Exhibit 10.19 | Zoetis Amended and Restated Non-Employee Director Deferred Compensation Plan (incorporated by reference to |
| Exhibit 10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 1, 2018 (File No. 001-35797))* | |
| Exhibit 10.20 | Zoetis Executive Severance Plan (incorporated by reference to Exhibit 10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q |
| filed on August 14, 2013 (File No. 001-35797))* |
95 |
| Exhibit 10.21 | Zoetis Supplemental Savings Plan, as amended and restated, effective September 15, 2014 (incorporated by reference to |
|---|---|
| Exhibit 10.4 to Zoetis Inc.'s Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-35797))* | |
| Exhibit 10.22 | Amendment No. 1 to Zoetis Supplemental Savings Plan effective December 21, 2020 (incorporated by reference to Exhibit 10.24 |
| Exhibit 10.23 | Zoetis Equity Deferral Plan, effective November 1, 2014 (incorporated by reference to Exhibit 10.5 to Zoetis Inc.’s |
| Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-35797))* | |
| Exhibit 10.24 | Amendment No. 1 to Zoetis Equity Deferral Plan effective December 21, 2020 (incorporated by reference to Exhibit 10.26 |
| Exhibit 10.25 | Letter Agreement dated as of October 2, 2019, by and between Juan Ramón Alaix and Zoetis Inc. (incorporated by |
| reference to Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on October 3, 2019 (File No. 001-35797)) | |
| Exhibit 10.26 | Letter Agreement dated as of December 9, 2019, by and between Clinton A. Lewis, Jr. and Zoetis Inc. (incorporated by |
| reference to Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on December 12, 2019 (File No. 001-35797)) | |
| Exhibit 10.27 | Offer Letter, dated as of May 6, 2021, by and between Wetteny Joseph and Zoetis Inc. (incorporated by reference to Exhibit 10.1 |
| to Zoetis Inc.'s Current Report on Form 8-K filed on May 11, 2021 (File No. 001-35797))* | |
| Exhibit 10.28 | Amendment No. 2 to Zoetis Supplemental Savings Plan effective May 15, 2021 (incorporated by reference to Exhibit 10.1 to |
| Zoetis Inc.'s Quarterly Report on Form 10-Q filed on August 5, 2021 (File No. 001-35797))* | |
| Exhibit 10.29 | Form of Restricted Stock Unit Award Agreement, effective as of July 27, 2022 (incorporated by reference to Exhibit 10.1 to |
| Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | |
| Exhibit 10.30 | Form of Stock Option Award Agreement, effective as of July 27, 2022 (incorporated by reference to Exhibit 10.2 to Zoetis Inc.’s |
| Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | |
| Exhibit 10.31 | Form of Performance Restricted Stock Unit Award Agreement, effective as of July 27, 2022 (incorporated by reference to Exhibit |
| 10.3 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | |
| Exhibit 10.32 | Form of Cash Award Agreement, effective as of July 27, 2022 (incorporated by reference to Exhibit 10.1 to Zoetis Inc.’s |
| Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | |
| Exhibit 10.33 | Form of Non-Employee Director Restricted Stock Unit Award Agreement, effective as of July 27, 2022 (incorporated by |
| reference to Exhibit 10.5 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | |
| Exhibit 10.34 | Form of Restricted Stock Unit Award Agreement, effective as of December 8, 2022 (incorporated by reference to Exhibit 10.36 |
| Exhibit 10.35 | Form of Stock Option Award Agreement, effective as of December 8, 2022 (incorporated by reference to Exhibit 10.37 |
| Exhibit 10.36 | Form of Performance Restricted Stock Unit Award Agreement, effective as of December 8, 2022 (incorporated by reference to |
| Exhibit 10.37 | Form of Non-Employee Director Restricted Stock Unit Award Agreement, effective as of February 8, 2023 (incorporated by |
| 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 | 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 10.39 | Form of Performance Restricted Stock Unit Award Agreement (Revenue), effective as of February 5, 2025*† |
| Exhibit 10.40 | Letter Agreement dated as of May 20, 2024, by and between Heidi C. Chen and Zoetis Inc. (incorporated by reference to |
| Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on May 24, 2024 (File No 001-35797))* | |
| Exhibit 10.41 | Form of Performance Restricted Stock Unit Award Agreement (Relative TSR), effective as of February 5, 2025*† |
| Exhibit 10.42 | Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 – Sub-Plan for UK Employees *† |
| Exhibit 19 | Zoetis Inc. Insider Trading and Protection of Material Nonpublic Information Policy† |
| Exhibit 21.1 | Subsidiaries of the Registrant † |
| Exhibit 23.1 | Consent of KPMG LLP † |
| Exhibit 24.1 | Power of Attorney (included as part of signature page) † |
| Exhibit 31.1 | Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 † |
| Exhibit 31.2 | Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 † |
| Exhibit 32.1 | Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the |
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| Sarbanes-Oxley Act of 2002 †† | |
| Exhibit 32.2 | Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the |
|---|---|
| Sarbanes-Oxley Act of 2002 †† | |
| Exhibit 97 | Zoetis Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97 to Zoetis Inc.’s Annual Report on Form 10-K |
| filed on February 13, 2024 (File No 001-35797)) | |
| EX-101.INS | Inline XBRL INSTANCE DOCUMENT |
| EX-101.SCH | Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT |
| EX-101.CAL | Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT |
| EX-101.LAB | Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT |
| EX-101.PRE | Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT |
| EX-101.DEF | Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT |
| EX-104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Filed herewith |
|---|---|
| †† | Furnished herewith |
| * | Management contracts or compensatory plans or arrangements |
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