Item 8.01. Other Events.



On November 8, 2022, the Company entered into an Underwriting Agreement (the "Underwriting Agreement"), between the Company and the underwriters named therein, for the issuance and sale by the Company of $600,000,000 aggregate principal amount of its 5.400% Senior Notes due 2025 (the "2025 Notes") and $750,000,000 aggregate principal amount of its 5.600% Senior Notes due 2032 (the "2032 Notes" and together with the 2025 Notes, the "Notes"). The Notes were issued pursuant to an indenture, dated January 28, 2013, between the Company and Deutsche Bank Trust Company Americas (the "Base Indenture"), as supplemented by the sixth supplemental indenture (the "Sixth Supplemental Indenture" and, together with the Base Indenture, the "Indenture") dated as of November 16, 2022, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as trustee. The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-266591).

The above description of the Underwriting Agreement, the Base Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, the Sixth Supplemental Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

  1.1           Underwriting Agreement, dated as of November 8, 2022, between the
              Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup
              Global Markets Inc., J.P. Morgan Securities LLC and MUFG Securities
              Americas Inc., as representatives of the underwriters named in
              Schedule 1 thereto.

  4.1           Indenture, dated January 28, 2013, between the Company and Deutsche
              Bank Trust Company Americas, as Trustee (incorporated by reference to
              Exhibit 4.2 of Zoetis Inc.'s Registration Statement on
              Form S-1 (File No. 333-183254)).

  4.2           Sixth Supplemental Indenture, dated November 16, 2022, between the
              Company and Deutsche Bank Trust Company Americas, as Trustee.

  4.3           Form of 5.400% Senior Notes due 2025.

  4.4           Form of 5.600% Senior Notes due 2032.

  5.1           Opinion of Cooley LLP.

  23.1          Consent of Cooley LLP (included as part of Exhibit 5.1).

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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