Zoetis (ZTS) Risk Factor Changes

We have a significant amount of indebtedness, which could materially adversely affect our operating results, financial condition and liquidity.

However, we may not have sufficient protection or such protection might not be granted to us by the appropriate regulatory authority in every country where our products are available.

Our long-term success largely depends on our ability to market technologically competitive products.

A third party may sue us, our distributors or licensors, or otherwise make a claim, alleging infringement, misappropriation or other violation of the third-party's patents, trademarks, trade dress, copyrights, trade s…

We conduct operations in many areas of the world, involving transactions denominated in a variety of currencies.

In addition, we depend on third parties and applications on virtualized (cloud) infrastructure to operate and support our information systems and are currently in the process of a multi-year implementation process to…

The security measures we implement may not always be effective, and our assessment of and response to security events may be inadequate.

Our reputation as a global leader in animal health and our reliance on complex information systems and digital solutions make us inherently vulnerable to malicious cyber intrusion and attack, which have evolved in fre…

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…

Our Driven to Care sustainability program includes various aspirations and goals.

Our aspirations, goals and disclosures related to sustainability matters expose us to numerous risks, including risks to our reputation.

These laws and regulations vary across countries, are complex and can be subject to significant change.

We collect, store and use personal data of our customers, employees and suppliers, including sensitive personal data, such as health information in our human health business, in a variety of ways.

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.

Third parties may illegally distribute and sell counterfeit or illegally compounded versions of our products that do not meet the exacting standards of our development, manufacturing and distribution processes.

There has been a broad range of proposed and promulgated state, national and international regulation aimed at reducing the effects of climate change.

The OFAC at the U.S.

As a global company, we are subject to various state, federal and international laws and regulations, including but not limited to, regulations relating to the research, development, quality assurance, manufacturing,…

New products may appear promising in development but fail to reach the market within the expected or optimal timeframe, or at all.

Labor costs and the materials used to manufacture our products may be subject to availability constraints and price volatility caused by changes in demand, weather conditions, supply conditions, government regulations…

In order to sell our products, we must be able to produce and ship our products in sufficient quantities.

Some of our employees are members of unions, works councils, trade associations or are otherwise subject to collective bargaining agreements in certain jurisdictions, including the U.S.

We pursue acquisitions, technology licensing arrangements, strategic alliances or divestitures of some of our businesses as part of our business strategy.

Companies in the livestock industries are subject to extensive and increasingly stringent regulations.

The issue of the potential transfer of increased antibacterial resistance in bacteria from food-producing animals to human pathogens, and the causality of that transfer, continue to be the subject of global scientific…

Sales of our livestock products could be materially adversely affected by the outbreak of disease carried by animals, which could lead to the widespread death or precautionary destruction of animals as well as the red…

Macroeconomic, business, political and financial disruptions, including public health crises or pandemics, could have a material adverse effect on our operating results, financial condition and liquidity.

Since we depend on positive perceptions of the safety, quality and efficacy of our products, and animal health products generally, by our customers, veterinarians and end-users, any concerns as to the safety, quality…

There are many difficulties and uncertainties inherent in animal health research and development, the introduction of new products and indications, business development activities to enhance or refine our product pipe…

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…

We are regularly party to patent litigation and other intellectual property rights claims that are expensive and time consuming, and if resolved adversely, could have a significant impact on our business and financial…

Our long-term success largely depends on our ability to market technologically competitive products.

including changes in countries with highly inflationary economies, between the U.S.

threaten data confidentiality, integrity and availability.

Our collection, use, retention, storage, and sharing of personal data is subject to a variety of data privacy laws and regulations in the United States and other regions where we operate.

Third parties may illegally distribute and sell counterfeit or illegally compounded versions of our products that do not meet the exacting standards of our development, manufacturing and distribution processes.

we propose to market those products.

In addition, we will not be able to market new products unless and until we have obtained all required regulatory approvals in each jurisdiction where

Certain third-party suppliers are the sole or exclusive source of certain products, materials and services necessary for production of our products.

could have a material adverse effect on our operating results and financial condition, potentially resulting in canceled orders by customers, unanticipated inventory accumulation or shortages and reduced revenue and n…

Additionally, in response to U.S.

Changes in trade laws, agreements and policies governing trade in and out of the territories and countries where our customers do business could negatively impact such customers’ businesses and adversely affect our op…

Modification of foreign trade policy by the U.S.

potential transaction includes business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved, our due diligence reviews may not identify all of the issues necessar…

result in additional restrictions on animal proteins, reduced herd sizes, or reduced demand for animal protein, which may have a material adverse effect on our operating results and financial condition.

Unanticipated safety, quality or efficacy concerns can arise with respect to our products, whether or not scientifically or clinically supported, which can lead to product recalls, label changes, public regulatory com…

The conversion of some or all of the convertible senior notes may dilute the ownership interests of our stockholders.

Conversion of our convertible senior notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

In the event the conditional conversion feature of the convertible senior notes is triggered, holders of convertible senior notes will be entitled to convert the convertible senior notes at any time during specified p…

The conditional conversion feature of our convertible senior notes, if triggered, may adversely affect our financial condition and operating results.

Holders of the convertible senior notes have the right, subject to certain conditions and limited exceptions, to require us to repurchase all or a portion of their convertible senior notes upon the occurrence of a fun…

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 co…

We are regularly party to patent litigation and other intellectual property rights claims that are expensive and time consuming, and if resolved adversely, could have a significant impact on our business and financial…

Our competitors may incorporate AI into their operations more quickly or effectively than we do or with more successful outcomes.

The use of AI tools in the development of new technologies and products presents significant IP challenges.

We incorporate (and expect to continue incorporating) AI capabilities in the development of new technologies and products and continue to expand the use of AI in our business and operations.

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…

The current transition of our ERP system is a multi-year implementation process; transitioning to new systems, integrating new systems into current systems or any disruptions or malfunctions (including from circumstan…

As a global company, we are faced with the challenge of how to manage a patchwork of laws, rules, regulations and industry standards, including, but not limited to, a growing number of U.S state privacy laws, the EU's…

Our collection, use, processing, retention, storage, disclosure, transfer, security and sharing of personal data is subject to a variety of data privacy laws and regulations in the United States and other jurisdiction…

companies doing business in California, including us.

In addition, we will not be able to market new products unless and until we have obtained all required regulatory approvals in each jurisdiction where we propose to market those products.

and distribute products in sufficient quantities to meet actual demand.

Certain third-party suppliers may be the sole or exclusive source of certain products, materials and services necessary for production of our products.

In addition, retaliatory trade policies or anti-U.S.

Additional tariffs and other trade restrictions could result in a negative perception and/or an increased cost of goods and higher prices which may reduce demand for products and services, or extended sales cycles as…

Current or future tariffs or other restrictive trade measures may raise the costs of raw materials, components or finished goods, which may adversely impact both our product offerings and our operational expenses.

The U.S.

Changes in trade policies, including the imposition of tariffs, sanctions, and other trade restrictions, may adversely affect our business.

profitable and, as a result, may reduce their use of our products.

regulatory communications, negative publicity or social media attention, withdrawals from the market or suspended or declining sales.

Our products generally receive regulatory approval based on data obtained in controlled clinical trials.