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EX-15 - EXHIBIT 15 - Zoetis Inc.a20153q10qex15.htm
EX-32.2 - EXHIBIT 32.2 - Zoetis Inc.a20153q10qex322.htm
EX-31.2 - EXHIBIT 31.2 - Zoetis Inc.a20153q10qex312.htm
EX-32.1 - EXHIBIT 32.1 - Zoetis Inc.a20153q10qex321.htm
EX-12 - EXHIBIT 12 - Zoetis Inc.a20153q10-qex12.htm
EX-31.1 - EXHIBIT 31.1 - Zoetis Inc.a20153q10qex311.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
 
EXCHANGE ACT OF 1934
 
 
For the quarterly period ended September 27, 2015
 
 
or
 
 
TRANSITION REPORT PURSUANT TO SECTION 13
 
 
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
¨
For the transition period from __________ to __________
 
Commission File Number: 001-35797
Zoetis Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
46-0696167
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
100 Campus Drive, Florham Park, New Jersey
 
07932
(Address of principal executive offices)
 
(Zip Code)
(973) 822-7000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
 
Accelerated filer ¨
 
Non-accelerated filer ¨
 
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). ¨ Yes x No
At November 2, 2015, there were 497,920,464 shares of common stock outstanding.





TABLE OF CONTENTS
 
 
 
 
Page
 
Item 1.
 
 
 
 
Condensed Consolidated Statements of Income (Unaudited)
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
 
 
Condensed Consolidated (Unaudited) Balance Sheets
 
 
 
Condensed Consolidated Statements of Equity (Unaudited)
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
 
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
 
 
Review Report of Independent Registered Public Accounting Firm
 
Item 2.
 
 
Item 3.
 
 
Item 4.
 
 
 
Item 1.
 
 
Item 1A.
 
 
Item 2.
 
 
Item 3.
 
Defaults Upon Senior Securities
 
Item 4.
 
Mine Safety Disclosures
 
Item 5.
 
Other Information
 
Item 6.
 
 
 





PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements

ZOETIS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA)
 
2015

 
2014

 
2015

 
2014

Revenue
 
$
1,214

 
$
1,210

 
$
3,491

 
$
3,465

Costs and expenses:
 
 
 
 
 
 
 
 
Cost of sales(a)
 
421

 
434

 
1,242

 
1,226

Selling, general and administrative expenses(a)
 
374

 
394

 
1,107

 
1,146

Research and development expenses(a)
 
91

 
93

 
255

 
272

Amortization of intangible assets(a)
 
15

 
16

 
45

 
46

Restructuring charges and certain acquisition-related costs
 
13

 
2

 
280

 
10

Interest expense, net of capitalized interest
 
29

 
29

 
86

 
87

Other (income)/deductions—net
 
(2
)
 
4

 

 
13

Income before provision for taxes on income
 
273

 
238

 
476

 
665

Provision for taxes on income
 
83

 
71

 
157

 
204

Net income before allocation to noncontrolling interests
 
190

 
167

 
319

 
461

Less: Net income attributable to noncontrolling interests
 
1

 
1

 
2

 
4

Net income attributable to Zoetis Inc.
 
$
189

 
$
166

 
$
317

 
$
457

Earnings per share attributable to Zoetis Inc. stockholders:
 
 
 
 
 
 
 
 
 Basic
 
$
0.38

 
$
0.33

 
$
0.63

 
$
0.91

 Diluted
 
$
0.38

 
$
0.33

 
$
0.63

 
$
0.91

Weighted-average common shares outstanding:
 
 
 
 
 
 
 
 
 Basic
 
499.239

 
501.453

 
500.186

 
500.887

 Diluted
 
501.653

 
502.445

 
502.480

 
501.610

Dividends declared per common share
 
$
0.083

 
$
0.072

 
$
0.166

 
$
0.144

(a) 
Amortization expense related to finite-lived acquired intangible assets that contribute to our ability to sell, manufacture, research, market and distribute products, compounds and intellectual property is included in Amortization of intangible assets as these intangible assets benefit multiple business functions. Amortization expense related to finite-lived acquired intangible assets that are associated with a single function is included in Cost of sales, Selling, general and administrative expenses or Research and development expenses, as appropriate, in the condensed consolidated statements of income.

See notes to condensed consolidated financial statements.
1 |


ZOETIS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

 
2015

 
2014

Net income before allocation to noncontrolling interests
 
$
190

 
$
167

 
$
319

 
$
461

Other comprehensive (loss)/income, net of taxes and reclassification adjustments:
 
 
 
 
 
 
 
 
Unrealized loss on derivatives, net
 
(3
)
 

 
(3
)
 

Foreign currency translation adjustments, net
 
(57
)
 
(38
)
 
(200
)
 
(20
)
Benefit plans: Actuarial gains/(losses), net(a)
 

 
(1
)
 
1

 
(1
)
                       Plan settlement, net(b)
 

 

 

 
3

Total other comprehensive (loss)/income, net of tax
 
(60
)
 
(39
)
 
(202
)
 
(18
)
Comprehensive income before allocation to noncontrolling interests
 
130

 
128

 
117

 
443

Less: Comprehensive (loss)/income attributable to noncontrolling interests
 
(2
)
 
2

 
(1
)
 
4

Comprehensive income attributable to Zoetis Inc.
 
$
132

 
$
126

 
$
118

 
$
439

(a) 
Presented net of reclassification adjustments and tax impacts, which are not significant in any period presented. Reclassification adjustments related to benefit plans are generally reclassified, as part of net periodic pension cost, into Cost of sales, Selling, general and administrative expenses, and/or Research and development expenses, as appropriate, in the condensed consolidated statements of income.
(b) Reflects the 2014 settlement charge associated with the 2012 sale of our Netherlands manufacturing facility which was recorded to Other (income)/deductions—net. See Note 12. Benefit Plans for additional information.
 

See notes to condensed consolidated financial statements.
2 |


ZOETIS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
 
September 27,

 
December 31,

 
 
2015

 
2014

(MILLIONS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
 
(Unaudited)

 
 
Assets
 
 
 
 
Cash and cash equivalents
 
$
592

 
$
882

Accounts receivable, less allowance for doubtful accounts of $39 in 2015 and $32 in 2014
 
1,038

 
980

Inventories
 
1,403

 
1,289

Current deferred tax assets
 
127

 
109

Other current assets
 
264

 
205

Assets held for sale
 
26

 

Total current assets
 
3,450

 
3,465

Property, plant and equipment, less accumulated depreciation of $1,201 in 2015 and $1,145 in 2014
 
1,293

 
1,318

Goodwill
 
1,163

 
976

Identifiable intangible assets, less accumulated amortization
 
679

 
727

Noncurrent deferred tax assets
 
58

 
54

Other noncurrent assets
 
43

 
48

Total assets
 
$
6,686

 
$
6,588

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Short-term borrowings
 
$
8

 
$
7

Current portion of long-term debt
 
400

 

Accounts payable
 
306

 
290

Dividends payable
 

 
42

Accrued expenses
 
599

 
475

Accrued compensation and related items
 
197

 
238

Income taxes payable
 
91

 
26

Other current liabilities
 
57

 
8

Total current liabilities
 
1,658

 
1,086

Long-term debt
 
3,226

 
3,624

Noncurrent deferred tax liabilities
 
227

 
277

Other taxes payable
 
63

 
57

Other noncurrent liabilities
 
258

 
207

Total liabilities
 
5,432

 
5,251

Commitments and contingencies
 

 

Stockholders' equity:
 
 
 
 
Preferred stock, $0.01 par value: 1,000,000,000 authorized, none issued
 

 

Common stock, $0.01 par value: 6,000,000,000 authorized; 501,573,533 and 501,342,267 shares issued; 498,333,086 and 501,327,524 shares outstanding at September 27, 2015, and December 31, 2014, respectively
 
5

 
5

Treasury stock, at cost, 3,240,447 and 14,743 shares of common stock at September 27, 2015, and December 31, 2014,
respectively
 
(150
)
 

Additional paid-in capital
 
993

 
958

Retained earnings
 
943

 
709

Accumulated other comprehensive loss
 
(562
)
 
(361
)
Total Zoetis Inc. equity
 
1,229

 
1,311

Equity attributable to noncontrolling interests
 
25

 
26

Total equity
 
1,254

 
1,337

Total liabilities and equity
 
$
6,686

 
$
6,588

 

See notes to condensed consolidated financial statements.
3 |


ZOETIS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)

 
Zoetis
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated

 
Equity

 
 
 
 
 
 
 
 
Additional

 
 
 
Other

 
Attributable to

 
 
 
 
Common

 
Treasury

 
Paid-in

 
Retained

 
Comprehensive

 
Noncontrolling

 
Total

(MILLIONS OF DOLLARS)
 
Stock(a)

 
Stock(a)

 
Capital

 
Earnings

 
Loss

 
Interests

 
Equity

Balance, December 31, 2013
 
$
5

 
$

 
$
878

 
$
276

 
$
(219
)
 
$
22

 
$
962

Nine months ended September 28, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 
457

 

 
4

 
461

Other comprehensive income/(loss)
 

 

 

 

 
(18
)
 

 
(18
)
Share-based compensation awards(b)
 

 

 
23

 

 

 

 
23

Defined contribution plans transactions(c)
 

 

 
32

 

 

 

 
32

Pension plan transfer from Pfizer Inc.(d) 
 

 

 
3

 

 
(3
)
 

 

Employee benefit plan contribution from Pfizer Inc.(e)
 

 

 
2

 

 

 

 
2

Dividends declared
 

 

 

 
(72
)
 

 
(1
)
 
(73
)
Balance, September 28, 2014
 
$
5

 
$

 
$
938

 
$
661

 
$
(240
)
 
$
25

 
$
1,389

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2014
 
$
5

 
$

 
$
958

 
$
709

 
$
(361
)
 
$
26

 
$
1,337

Nine months ended September 27, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 
317

 

 
2

 
319

Other comprehensive income/(loss)
 

 

 

 

 
(201
)
 
(1
)
 
(202
)
Share-based compensation awards (b)
 

 
(2
)
 
33

 

 

 

 
31

Treasury stock acquired(f)
 

 
(148
)
 

 

 

 

 
(148
)
Employee benefit plan contribution from Pfizer Inc.(e)
 

 

 
2

 

 

 

 
2

Dividends declared
 

 

 

 
(83
)
 

 
(2
)
 
(85
)
Balance, September 27, 2015
 
$
5

 
$
(150
)
 
$
993

 
$
943

 
$
(562
)
 
$
25

 
$
1,254

(a) 
As of September 27, 2015, and September 28, 2014, there were 498,333,086 and 501,195,696 outstanding shares of common stock, respectively, and 3,240,447 and 13,792 shares of treasury stock, respectively. Treasury stock is recognized at the cost to reacquire the shares. For additional information, see Note 14. Stockholders' Equity.
(b) 
Includes the issuance of shares of Zoetis Inc. common stock and the reacquisition of shares of treasury stock associated with the vesting of employee share-based awards. For additional information, see Note 13. Share-Based Payments and Note. 14. Stockholders' Equity.
(c) 
Reflects company matching and profit-sharing contributions funded through the issuance of shares of Zoetis Inc. common stock. For additional information, see Note 14. Stockholders' Equity.
(d) 
Reflects the 2014 transfers of defined benefit pension plans from Pfizer Inc. and the associated reclassification from Additional Paid in Capital to Accumulated Other Comprehensive Loss. See Note 12. Benefit Plans.
(e) 
Represents contributed capital from Pfizer Inc. associated with service credit continuation for certain Zoetis Inc. employees in Pfizer Inc.'s U.S. qualified defined benefit and U.S. retiree medical plans. See Note 12. Benefit Plans.
(f) 
Reflects the acquisition of treasury shares in connection with the Share Repurchase Program. For additional information, see Note 14. Stockholders' Equity.





See notes to condensed consolidated financial statements.
4 |


ZOETIS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 
 
Nine Months Ended
 
 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

Operating Activities
 
 
 
 
Net income before allocation to noncontrolling interests
 
$
319

 
$
461

Adjustments to reconcile net income before noncontrolling interests to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization expense
 
144

 
151

Share-based compensation expense
 
31

 
22

Restructuring, net of payments
 
207

 

Asset write-offs and asset impairments
 
48

 
8

Deferred taxes
 
(81
)
 
(60
)
Employee benefit plan contribution from Pfizer Inc.
 
2

 
2

Other non-cash adjustments
 
11

 
(8
)
Other changes in assets and liabilities, net of acquisitions and divestitures
 
 
 
 
    Accounts receivable
 
(150
)
 
39

    Inventories
 
(142
)
 
(107
)
    Other assets
 
(64
)
 
1

    Accounts payable
 
30

 
(237
)
    Other liabilities
 
(37
)
 
(79
)
    Other tax accounts, net
 
68

 
46

Net cash provided by operating activities
 
386

 
239

Investing Activities
 
 
 
 
Purchases of property, plant and equipment
 
(143
)
 
(129
)
Milestone payment related to previously acquired intangibles
 

 
(15
)
Asset acquisition(a)
 
(229
)
 

Net proceeds from sales of assets
 
2

 
8

Other investing activities
 
(8
)
 
(1
)
Net cash used in investing activities
 
(378
)
 
(137
)
Financing Activities
 
 
 
 
Increase (decrease) in short-term borrowings, net
 
2

 
(5
)
Stock-based compensation-related proceeds and excess tax benefits
 
4

 
2

Purchases of treasury stock
 
(150
)
 

Cash dividends paid
 
(127
)
 
(109
)
Net cash used in financing activities
 
(271
)
 
(112
)
Effect of exchange-rate changes on cash and cash equivalents
 
(27
)
 
(2
)
Net decrease in cash and cash equivalents
 
(290
)
 
(12
)
Cash and cash equivalents at beginning of period
 
882

 
610

Cash and cash equivalents at end of period
 
$
592

 
$
598

 
 
 
 
 
Supplemental cash flow information
 
 
 
 
Cash paid during the period for:
 
 
 
 
  Income taxes
 
$
175

 
$
210

  Interest, net of capitalized interest
 
117

 
117

Non-cash transactions:
 
 
 
 
  Intangible asset acquisition(b)
 
$

 
$
8

     Purchases of property, plant and equipment
 
12

 

     Contingent purchase price consideration(a)
 
22

 

(a) 
Reflects the acquisition of certain assets of Abbott Animal Health. See Note 5. Acquisitions and Divestitures for additional information.
(b) 
Reflects the non-cash portion of the acquisition of product registration and application rights from Pfizer in the third quarter of 2014.


See notes to condensed consolidated financial statements.
5 |


ZOETIS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
Organization
Zoetis Inc. (including its subsidiaries, collectively, Zoetis, the company, we, us or our) is a global leader in the discovery, development, manufacture and commercialization of animal health medicines and vaccines, with a focus on both livestock and companion animals. We organize and operate our business in two geographic regions: the United States (U.S.) and International.
We directly market our products in approximately 70 countries across North America, Europe, Africa, Asia, Australia and South America. Our products are sold in more than 120 countries, including developed markets and emerging markets, and our revenue is mostly generated in the United States. We have a diversified business, marketing products across eight core species: cattle, swine, poultry, sheep and fish (collectively, livestock) and dogs, cats and horses (collectively, companion animals); and within five major product categories: anti-infectives, vaccines, parasiticides, medicated feed additives and other pharmaceuticals.
2.
The Separation and Transactions and Agreements with Pfizer
Pfizer Inc. (Pfizer) formed Zoetis to acquire, own and operate the animal health business of Pfizer. On June 24, 2013, Pfizer completed an exchange offer (the Exchange Offer) resulting in the full separation of Zoetis from Pfizer and the disposal of Pfizer's entire ownership and voting interest in Zoetis.
In the first quarter of 2013, through a series of steps (collectively, the Separation), Pfizer transferred to us its subsidiaries holding substantially all of the assets and liabilities of its animal health business. After the Separation, an initial public offering (IPO) of our common stock was completed. Pfizer retained the net proceeds from the IPO.
Zoetis had related party transactions with Pfizer through the completion of the Exchange Offer. As of the completion of the Exchange Offer, Pfizer is no longer a related party. In connection with the IPO, we entered into certain agreements that provide a framework for an ongoing relationship with Pfizer. For additional information regarding activities while Pfizer was a related party, as well as our ongoing agreements with Pfizer, see Note 19. Transactions and Agreements with Pfizer in our 2014 Annual Report on Form 10-K.
At September 27, 2015, and December 31, 2014, $19 million and $24 million, respectively, was included in Accounts receivable as receivable from Pfizer, and $35 million and $42 million, respectively, was included in Accounts payable as payable to Pfizer.
3.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared following the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (U.S. GAAP) can be condensed or omitted. Balance sheet amounts and operating results for subsidiaries operating outside the United States are as of and for the three and nine-month periods ended August 23, 2015, and August 24, 2014.
Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year.
We are responsible for the unaudited condensed consolidated financial statements included in this Form 10-Q. The condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. The information included in this interim report should be read in conjunction with the financial statements and accompanying notes included in our 2014 Annual Report on Form 10-K.
In the second quarter of 2015, we changed our segment reporting structure and recategorized certain costs that are not allocated to our operating segments. The prior period presentation has been revised to reflect the new segment reporting structure. See Note 17. Segment and Other Revenue Information for additional information.
Certain reclassifications have been made to prior year data to conform to current year presentation.
4.
Significant Accounting Policies
New Accounting Standards
In September 2015, the Financial Accounting Standards Board (FASB) issued an accounting standards update to simplify the accounting for measurement period adjustments recorded during the one-year period following a business combination. The update removes the requirement for an acquirer in a business combination to account for measurement period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which the amount of the adjustment is determined. The provisions of the new standard are effective beginning January 1, 2016, for annual and interim periods. The guidance will be adopted prospectively and early adoption is permitted. We are currently assessing whether or not to early adopt this guidance.

6 |


In July 2015, the FASB issued an accounting standards update to simplify the measurement of inventory by requiring that inventory be measured at the lower of cost or net realizable value, rather than at the lower of cost or market, with market being defined as either replacement cost, net realizable value or net realizable value less a normal profit margin. The provisions of the new standard are effective beginning January 1, 2017, for annual and interim reporting periods. The guidance will be adopted prospectively and early adoption is permitted. We are currently assessing the potential impact that the adoption of this guidance will have on our consolidated financial statements, as well as whether or not to early adopt this guidance.
In April 2015, the FASB issued an accounting standards update that requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as a deferred charge (i.e., an asset). Debt issuance costs associated with line-of-credit arrangements may continue to be recognized as a deferred charge. We have elected to adopt this new guidance, effective for the period ended September 27, 2015. As such, debt issuance costs, associated with Zoetis senior notes of approximately $17 million and $19 million as of September 27, 2015 and December 31, 2014, respectively, previously recorded within Other noncurrent assets are now presented as a direct deduction from the carrying amount of the related debt liability.
In February 2015, the FASB issued an accounting standards update that provides revised guidance on whether to consolidate certain legal entities, such as limited partnerships, limited liability corporations and securitization structures. We plan to adopt this guidance as of January 1, 2016, the required effective date, and do not expect this guidance to have a significant impact on our consolidated financial statements.
In May 2014, the FASB issued an accounting standards update that outlines a new, single comprehensive model for companies to use in accounting for revenue arising from contracts with customers. This update supersedes most current revenue recognition guidance under U.S. GAAP. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes a five-step model for determining how, when and how much revenue should be recognized. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB issued a one year deferral of the effective date. The provisions of the new standard are now effective for Zoetis beginning January 1, 2018, for annual and interim reporting periods. Early adoption is permitted beginning on January 1, 2017. The new standard allows for either full retrospective or modified retrospective transition upon adoption. We continue to assess the transition method we will elect for adoption as well as the potential impact that adopting this new guidance will have on our consolidated financial statements.
5.
Acquisitions and Divestitures
Acquisition of Abbott Animal Health
On February 10, 2015, we completed the purchase of certain assets of Abbott Animal Health (AAH), a subsidiary of Abbott Laboratories (Abbott). AAH is a companion animal health business focused on the veterinary surgical suite. The purchase expands our companion animal product portfolio to include veterinarian solutions for anesthesia, pain management, and the diagnosis of diabetes.
The $254 million purchase price included net cash of $229 million and an additional contingent payment of $25 million which is due to Abbott within one year of the acquisition date, subject to certain deductions in the event of sales disruptions due to supply issues. The range of undiscounted amounts that Zoetis could pay pursuant to this contingent consideration arrangement is between zero and $25 million, with an acquisition date fair value of $22 million. The fair value of the contingent consideration recognized as of the acquisition date was determined using a probability weighted discounted cash flow analysis that considered significant estimates and assumptions not available in the market (Level 3 inputs).
The transaction was accounted for as a business combination, with the net assets acquired measured at their respective acquisition date fair values. Preliminary amounts recorded for the acquisition include $13 million of inventory, $8 million of in-process research and development (IPR&D) associated with oncology and osteoarthritis projects, $4 million of trade names related to diabetes and pain management products, $11 million of developed technology assets associated with pain management and surgical products, $15 million of other intangible assets including a favorable supply agreement and product exclusivity rights and property, plant and equipment of less than $1 million. Trade names and developed technology assets will be amortized over 15 years while other intangible assets acquired have a weighted average useful life of 5 years.
Goodwill of $200 million, representing the excess of consideration transferred over the fair value of assets acquired, was allocated to our reportable segments and is predominantly attributable to synergies expected to be realized through the integration of AAH operations into the existing Zoetis business. The goodwill recorded is expected to be deductible for tax purposes.
All amounts recorded are subject to final valuation, however any difference between such amounts and the final fair value determination for net assets acquired is not expected to be material to our condensed consolidated financial statements.
Acquisition-related costs of the transaction were expensed as incurred and are not material to our condensed consolidated statements of income. AAH revenue and earnings occurring subsequent to the acquisition date have been included in our 2015 financial results but are not material to the condensed consolidated statements of income.
Assets Held for Sale
On May 5, 2015, in conjunction with the announcement of our comprehensive operational efficiency program, we announced our intent to sell or exit ten manufacturing sites over the long term. For additional information, see Note 6. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives. During the third quarter of 2015, we met the criteria for held for sale

7 |


classification for two of our U.S. manufacturing sites. As of September 27, 2015, we recorded assets held for sale of $26 million, comprising inventory ($19 million), property, plant and equipment ($5 million) and goodwill ($2 million). We expect to finalize the sale of these sites within one year.
6.
Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
In connection with our cost-reduction/productivity initiatives, we typically incur costs and charges associated with site closings and other facility rationalization actions, workforce reductions and the expansion of shared services, including the development of global systems. In connection with our acquisition activity, we typically incur costs and charges associated with executing the transactions, integrating the acquired operations, which may include expenditures for consulting and the integration of systems and processes, product transfers and restructuring the consolidated company, which may include charges related to employees, assets and activities that will not continue in the consolidated company. All operating functions can be impacted by these actions, including sales and marketing, manufacturing and research and development (R&D), as well as functions such as business technology, shared services and corporate operations.
On May 5, 2015, we announced a comprehensive operational efficiency program, which is incremental to the supply network strategy that was previously announced. These program’s actions are focused on reducing complexity in our product portfolios through the elimination of approximately 5,000 product stock keeping units (SKUs), changing our selling approach in certain markets and reducing our presence in certain countries, as well as planning to sell or exit ten manufacturing sites over the long term. We also plan to optimize our resource allocation and efficiency by reducing resources associated with non-customer facing commercial activities and operating more efficiently as a result of less internal complexity and more standardization of processes. As part of these initiatives, we expect to reduce certain positions through divestitures, normal attrition and involuntary terminations by approximately 2,000 to 2,500, subject to consultations with works councils and unions in certain countries, primarily over the next 15 months.
As a result of our operational efficiency initiative, we recorded restructuring charges of $8 million related to asset impairments during the three months ended September 27, 2015, and recorded restructuring charges of $261 million related to employee termination costs ($228 million) and asset impairments ($33 million) during the nine months ended September 27, 2015.
As a result of our supply network strategy, we recorded restructuring charges of $10 million related to employee termination costs ($9 million) and asset impairments ($1 million) during the nine months ended September 27, 2015.
During the three and nine months ended September 28, 2014, we recorded restructuring charges of $1 million and $6 million, respectively, related to employee termination costs in Europe as a result of initiatives to reduce costs and better align our organizational structure.
The components of costs incurred in connection with restructuring initiatives, acquisitions and cost-reduction/productivity initiatives follow:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

 
2015

 
2014

Restructuring charges and certain acquisition-related costs:
 
 
 
 
 
 
 
 
Integration costs(a)
 
$
5

 
$
1

 
$
9

 
$
5

Restructuring charges(b):
 
 
 
 
 
 
 
 
Employee termination costs
 

 
1

 
237

 
4

Accelerated depreciation
 

 

 

 
1

Asset impairment charges
 
8

 

 
34

 

Total Restructuring charges and certain acquisition-related costs
 
13

 
2

 
280

 
10

 
 
 
 
 
 
 
 
 
Other costs associated with cost-reduction/productivity initiatives:
 
 
 
 
 
 
 
 
Other operational efficiency initiative charges(c)
 
13

 

 
33

 

Other supply network strategy charges(d)
 
3

 

 
13

 

Total costs associated with acquisitions and cost-reduction/productivity initiatives
 
$
29

 
$
2

 
$
326

 
$
10

(a) 
Integration costs represent external, incremental costs directly related to integrating acquired businesses and primarily include expenditures for consulting and the integration of systems and processes, as well as product transfer costs.
(b) 
The restructuring charges for the three and nine months ended September 27, 2015, represent charges related to our operational efficiency initiative and supply network strategy. The restructuring charges for the three and nine months ended September 28, 2014, include employee termination costs in Europe ($1 million and $6 million, respectively). Additionally, the nine months ended September 28, 2014, includes a reversal of a previously established reserve as a result of a change in estimate of severance costs ($2 million benefit), and accelerated depreciation related to the exiting of a research facility ($1 million).
The restructuring charges are associated with the following:
For the three months ended September 27, 2015—U.S. ($3 million benefit), International ($2 million) and Manufacturing/research/corporate ($9 million).
For the nine months ended September 27, 2015—U.S. ($27 million), International ($117 million), and Manufacturing/research/corporate ($127 million).
For the three months ended September 28, 2014—International ($1 million).

8 |


For the nine months ended September 28, 2014—International ($6 million) and Manufacturing/research/corporate ($1 million benefit).
(c) 
Represents inventory write-offs of $5 million for the three and nine months ended September 27, 2015, included in Cost of Sales, and consulting fees of $8 million and $28 million for the three and nine months ended September 27, 2015, respectively, included in Selling, general and administrative expenses.
(d) 
Primarily represents consulting fees and is included in Cost of sales.
The components of, and changes in, our restructuring accruals follow:
 
 
Employee

 
Asset

 
 
 
 
 
 
Termination

 
Impairment

 
Exit

 
 
(MILLIONS OF DOLLARS)
 
Costs

 
Charges

 
Costs

 
Accrual

Balance, December 31, 2014(a)
 
$
18

 
$

 
$
1

 
$
19

Provision
 
237

 
34

 

 
271

Utilization and other(b)
 
(30
)
 
(34
)
 

 
(64
)
Balance, September 27, 2015(a)
 
$
225

 
$

 
$
1

 
$
226

(a) 
At September 27, 2015, and December 31, 2014, included in Accrued expenses ($157 million and $13 million, respectively) and Other noncurrent liabilities ($69 million and $6 million, respectively).
(b) 
Includes adjustments for foreign currency translation.
7.
Other (Income)/Deductions—Net
The components of Other (income)/deductions—net follow:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

 
2015

 
2014

Royalty-related income
 
$
(5
)
 
$
(7
)
 
$
(19
)
 
$
(21
)
Identifiable intangible asset impairment charges(a)
 

 
6

 
2

 
6

Net gain on sale of assets(b)
 

 

 

 
(6
)
Certain legal and other matters, net(c)
 

 
(1
)
 

 
10

Foreign currency loss(d)
 
6

 
7

 
18

 
23

Other, net(e)
 
(3
)
 
(1
)
 
(1
)
 
1

Other (income)/deductions—net
 
$
(2
)
 
$
4

 
$

 
$
13

(a) 
For the nine months ended September 27, 2015, represents an impairment of IPR&D assets related to the termination of a canine oncology project. For the three and nine months ended September 28, 2014, represents an impairment of IPR&D assets related to a pharmaceutical product for dogs acquired with the Fort Dodge Animal Health (FDAH) acquisition in 2009, as a result of the termination of the development program due to a re-assessment of economic viability.
(b) 
For the nine months ended September 28, 2014, represents the net gain on sale of land by our Taiwan joint venture.
(c) 
For the nine months ended September 28, 2014, represents a $13 million charge related to a commercial settlement in Mexico, partially offset by the insurance recovery of $1 million. See Note 16. Commitments and Contingencies for additional information. The nine months ended September 28, 2014, also includes a $2 million insurance recovery of other litigation related charges.
(d) 
Primarily driven by costs related to hedging and exposures to certain emerging market currencies. The nine months ended September 28, 2014, also includes losses related to the depreciation of the Argentine peso in the first quarter of 2014.
(e) 
For the three months ended September 27, 2015, primarily represents interest income and other miscellaneous income. For the nine months ended September 27, 2015, primarily represents inventory losses of $3 million sustained as a result of weather damage at storage facilities in Brazil and Australia, partially offset by interest income and other miscellaneous income. For the nine months ended September 28, 2014, represents a pension plan settlement charge related to the sale of a manufacturing plant, partially offset by interest income and other miscellaneous income.
8.
Income Taxes
A.
Taxes on Income
The effective tax rate was 30.4% for the third quarter of 2015, compared with 29.8% for the third quarter of 2014. The higher effective tax rate for the third quarter of 2015 was primarily attributable to changes in the jurisdictional mix of earnings, which includes the impact of the location of earnings (i) from operations and (ii) from restructuring charges related to the operational efficiency initiative and supply network strategy, as well as repatriation costs.
The effective tax rate was 33.0% for the nine months ended September 27, 2015, compared with 30.7% for the nine months ended September 28, 2014. The higher effective tax rate for the nine months ended September 27, 2015, was primarily attributable to:
changes in the jurisdictional mix of earnings, which includes the impact of the location of earnings from (i) operations and (ii) restructuring charges related to the operational efficiency initiative and supply network strategy, as well as repatriation costs; and
a valuation allowance of $3 million recorded in the second quarter of 2015;
partially offset by:

9 |


a $9 million discrete tax benefit recorded in the first quarter of 2015 related to a revaluation of deferred taxes as a result of a change in tax rates; and
a $6 million discrete tax benefit recorded in the second quarter of 2015 related to prior period tax adjustments.
B.
Deferred Taxes
As of September 27, 2015, the total net deferred income tax liability of $48 million is included in Current deferred tax assets ($127 million), Noncurrent deferred tax assets ($58 million), Accrued expenses ($6 million) and Noncurrent deferred tax liabilities ($227 million).
As of December 31, 2014, the total net deferred income tax liability of $125 million is included in Current deferred tax assets ($109 million), Noncurrent deferred tax assets ($54 million), Accrued expenses ($11 million) and Noncurrent deferred tax liabilities ($277 million).
C.
Tax Contingencies
As of September 27, 2015, the tax liabilities associated with uncertain tax positions of $60 million (exclusive of interest and penalties related to uncertain tax positions of $8 million) are included in Noncurrent deferred tax assets ($6 million) and Other taxes payable ($54 million).
As of December 31, 2014, the tax liabilities associated with uncertain tax positions of $54 million (exclusive of interest and penalties related to uncertain tax positions of $8 million) are included in Noncurrent deferred tax assets ($6 million) and Other taxes payable ($48 million).
Our tax liabilities for uncertain tax positions relate primarily to issues common among multinational corporations. Any settlements or statute of limitations expirations could result in a significant decrease in our uncertain tax positions. Substantially all of these unrecognized tax benefits, if recognized, would impact our effective income tax rate. We do not expect that within the next twelve months any of our uncertain tax positions could significantly decrease as a result of settlements with taxing authorities or the expiration of the statutes of limitations. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but our estimates of uncertain tax positions and potential tax benefits may not be representative of actual outcomes, and any variation from such estimates could materially affect our financial statements in the period of settlement or when the statutes of limitations expire, as we treat these events as discrete items in the period of resolution. Finalizing audits with the relevant taxing authorities can include formal administrative and legal proceedings, and, as a result, it is difficult to estimate the timing and range of possible changes related to our uncertain tax positions, and such changes could be significant.
9.
Financial Instruments
A.
Debt
Credit Facilities
In December 2012, we entered into a revolving credit agreement with a syndicate of banks providing for a five-year $1.0 billion senior unsecured revolving credit facility (the credit facility), which became effective in February 2013 upon the completion of the IPO and expires in December 2017. Subject to certain conditions, we have the right to increase the credit facility to up to $1.5 billion. The credit facility contains a financial covenant requiring us to not exceed a maximum total leverage ratio (the ratio of consolidated net debt as of the end of the period to consolidated Earnings Before Interest, Income Taxes, Depreciation and Amortization (EBITDA) for such period) of 3.50:1 for fiscal year 2015 and 3.00:1 thereafter. The credit facility also contains a financial covenant requiring that we maintain a minimum interest coverage ratio (the ratio of EBITDA at the end of the period to interest expense for such period) of 3.50:1. In addition, the credit facility contains other customary covenants. We were in compliance with all financial covenants as of September 27, 2015, and December 31, 2014. There were no amounts drawn under the credit facility as of September 27, 2015, or December 31, 2014.
We have additional lines of credit and other credit arrangements with a group of banks and other financial intermediaries for general corporate purposes. We maintain cash and cash equivalent balances in excess of our outstanding short-term borrowings. As of September 27, 2015, we had access to $79 million of lines of credit which expire at various times through 2017. Short-term borrowings outstanding related to these facilities were $8 million and $7 million as of September 27, 2015, and December 31, 2014, respectively. Long-term borrowings outstanding related to these facilities were $2 million and $3 million as of September 27, 2015, and December 31, 2014, respectively.
Commercial Paper Program
In February 2013, we entered into a commercial paper program with a capacity of up to $1.0 billion. As of September 27, 2015, and December 31, 2014, there was no commercial paper issued under this program.
Short-Term Borrowings
As of September 27, 2015, short-term borrowings outstanding related to credit facilities were $8 million, with a weighted-average interest rate of 6.0%. As of December 31, 2014, short-term borrowings outstanding related to credit facilities were $7 million, with a weighted-average interest rate of 9.7%. See Credit Facilities for additional information.
Senior Notes Offering and Other Long-Term Debt
On January 28, 2013, we issued $3.65 billion aggregate principal amount of our senior notes (the senior notes offering) in a private placement, with an original issue discount of $10 million. The senior notes are comprised of $400 million aggregate principal amount of our 1.150% senior notes due 2016, $750 million aggregate principal amount of our 1.875% senior notes due 2018, $1.35 billion aggregate principal amount of our 3.250% senior notes due 2023 and $1.15 billion aggregate principal amount of our 4.700% senior notes due 2043.
The current portion of long-term debt was $400 million as of September 27, 2015, with a weighted-average interest rate of 1.150%. There was no current portion of long-term debt as of December 31, 2014.

10 |


The senior notes are governed by an indenture and supplemental indenture (collectively, the indenture) between us and Deutsche Bank Trust Company Americas, as trustee. The indenture contains certain covenants, including limitations on our, and certain of our subsidiaries', ability to incur liens or engage in sale-leaseback transactions. The indenture also contains restrictions on our ability to consolidate, merge or sell substantially all of our assets. In addition, the indenture contains other customary terms, including certain events of default, upon the occurrence of which the senior notes may be declared immediately due and payable.
Pursuant to the indenture, we are able to redeem the senior notes, in whole or in part, at any time by paying a “make whole” premium, plus accrued and unpaid interest to, but excluding, the date of redemption. Pursuant to our tax matters agreement with Pfizer, we will not be permitted to redeem the 2023 notes pursuant to this optional redemption provision, except under limited circumstances. Upon the occurrence of a change of control of us and a downgrade of the senior notes below an investment grade rating by each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, we are, in certain circumstances, required to make an offer to repurchase all of the outstanding senior notes at a price equal to 101% of the aggregate principal amount of the senior notes together with accrued and unpaid interest to, but excluding, the date of repurchase.
The components of our long-term debt follow:
 
 
September 27,

 
December 31,

(MILLIONS OF DOLLARS)
 
2015

 
2014

Lines of credit, due 2016-2018
 
$
2

 
$
3

1.150% Senior Notes due 2016
 
400

 
400

1.875% Senior Notes due 2018
 
750

 
750

3.250% Senior Notes due 2023
 
1,350

 
1,350

4.700% Senior Notes due 2043
 
1,150

 
1,150

 
 
3,652

 
3,653

Unamortized debt discount / debt issuance costs
 
(26
)
 
(29
)
Less current portion of long-term debt
 
(400
)
 

Long-term debt
 
$
3,226

 
$
3,624

The fair value of our long-term debt, including the current portion of long-term debt, was $3,465 million and $3,690 million as of September 27, 2015, and December 31, 2014, respectively, and has been determined using a third-party matrix-pricing model that uses significant inputs derived from, or corroborated by, observable market data and Zoetis’ credit rating (Level 2 inputs).
The principal amount of long-term debt outstanding, including the current portion of long-term debt, as of September 27, 2015, matures in the following years:
 
 
 
 
 
 
 
 
 
 
 
 
After

 
 
(MILLIONS OF DOLLARS)
 
2016

 
2017

 
2018

 
2019

 
2020

 
2020

 
Total

Maturities
 
$
401

 
$

 
$
751

 
$

 
$

 
$
2,500

 
$
3,652

Interest Expense
Interest expense, net of capitalized interest, was $29 million and $86 million for the three and nine months ended September 27, 2015, respectively, and $29 million and $87 million for the three and nine months ended September 28, 2014, respectively. Capitalized interest was $1 million and $3 million for the both the three and nine months ended September 27, 2015, and September 28, 2014, respectively.
B.
Derivative Financial Instruments
Foreign Exchange Risk
A significant portion of our revenue, earnings and net investment in foreign affiliates is exposed to changes in foreign exchange rates. We seek to manage our foreign exchange risk, in part, through operational means, including managing same-currency revenue in relation to same-currency costs and same-currency assets in relation to same-currency liabilities. Depending on market conditions, foreign exchange risk is also managed through the use of derivative financial instruments. These financial instruments serve to protect net income against the impact of the translation into U.S. dollars of certain foreign exchange-denominated transactions. The aggregate notional amount of foreign exchange derivative financial instruments offsetting foreign currency exposures was $1.3 billion and $1.1 billion, as of September 27, 2015, and December 31, 2014, respectively. The derivative financial instruments primarily offset exposures in the euro, U.K. pound, and Japanese Yen. The vast majority of the foreign exchange derivative financial instruments mature within 60 days and all mature within 180 days.
All derivative contracts used to manage foreign currency risk are measured at fair value and are reported as assets or liabilities on the condensed consolidated balance sheet. The company has not designated the foreign currency forward-exchange contracts as hedging instruments. We recognize the gains and losses on forward-exchange contracts that are used to offset the same foreign currency assets or liabilities immediately into earnings along with the earnings impact of the items they generally offset. These contracts essentially take the opposite currency position of that reflected in the month-end balance sheet to counterbalance the effect of any currency movement.

11 |


Interest Rate Risk
The company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rates and to reduce its overall cost of borrowing. In anticipation of issuing fixed-rate debt, we may use forward-starting interest rate swaps that are designated as cash flow hedges to hedge against changes in interest rates that could impact expected future issuances of debt. To the extent these hedges of cash flows related to anticipated debt are effective, any unrealized gains or losses on the forward-starting interest rate swaps are reported in Accumulated other comprehensive loss and are recognized in income over the life of the future fixed-rate notes. When the company discontinues hedge accounting because it is no longer probable that an anticipated transaction will occur within the originally expected period of execution, or within an additional two-month period thereafter, changes to fair value accumulated in other comprehensive income are recognized immediately in earnings.
In the third quarter of 2015, we entered into four interest rate swaps with an aggregate notional value of $300 million. We designated these swaps as cash flow hedges against interest rate exposure related principally to the anticipated future issuance of fixed-rate debt to be used primarily to refinance our 1.150% senior notes due in 2016. Contracts outstanding at September 27, 2015, have a mandatory termination within three months.
Fair Value of Derivative Instruments
The location and fair values of derivative instruments are as follows:
 
 
Fair Value of Derivatives
 
 
September 27,

 
December 31,

(MILLIONS OF DOLLARS)
Balance Sheet Location
2015

 
2014

Derivatives Designated as Hedging Instruments:
 
 
 
 
   Interest rate swap contracts
Other current liabilities
$
(6
)
 
$

Total derivatives designated as hedging instruments
 
(6
)
 

 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
 
 
 
 
   Foreign currency forward-exchange contracts
Other current assets
$
18

 
$
9

   Foreign currency forward-exchange contracts
Other current liabilities 
(9
)
 
(4
)
Total derivatives not designated as hedging instruments

 
$
9

 
$
5

Total derivatives
 
$
3

 
$
5

We use a market approach in valuing financial instruments on a recurring basis. Our derivative financial instruments are measured at fair value on a recurring basis using Level 2 inputs in the calculation of fair value.
The amount of losses on derivative instruments designated as cash flow hedges, recorded, net of tax, in Accumulated other comprehensive loss, are as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

 
2015

 
2014

Interest rate swap contracts
 
$
(3
)
 
$

 
$
(3
)
 
$

The amounts of gains/(losses) on derivative instruments not designated as hedging instruments, recorded in Other (income)/deductions, are as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

 
2015

 
2014

Foreign currency forward-exchange contracts
 
$
18

 
$
(1
)
 
$
24

 
$
(1
)
These amounts were substantially offset in Other (income)/deductions—net by the effect of changing exchange rates on the underlying foreign currency exposures.

12 |


10.
Inventories
The components of inventory follow:
 
 
September 27,

 
December 31,

(MILLIONS OF DOLLARS)
 
2015

 
2014

Finished goods
 
$
682

 
$
688

Work-in-process
 
360

 
340

Raw materials and supplies
 
361

 
261

Inventories
 
$
1,403

 
$
1,289

11.
Goodwill and Other Intangible Assets
A.
Goodwill
Prior to the second quarter of 2015, our businesses were managed through four operating segments, and they are now managed through two operating segments: U.S. and International. See Note 17. Segment and Other Revenue Information for additional information.
The components of, and changes in, the carrying amount of goodwill follow:
(MILLIONS OF DOLLARS)
 
U.S.

 
International

 
Total

Balance, December 31, 2014
 
$
501

 
$
475

 
$
976

Additions(a)
 
164

 
38

 
202

Other(b)
 

 
(15
)
 
(15
)
Balance, September 27, 2015
 
$
665

 
$
498

 
$
1,163

(a) 
Primarily reflects the allocation to reportable segments of goodwill associated with the acquisition of certain assets of Abbott Animal Health (amounts recorded are preliminary and subject to final valuation). For additional information, see Note 5. Acquisitions and DivestituresAcquisition of Abbott Animal Health.
(b) 
Includes adjustments for foreign currency translation, as well as a reclassification adjustment of $2 million to Assets held for sale. For additional information associated with this pending sale, see Note 5. Acquisitions and DivestituresAssets Held for Sale.
The gross goodwill balance was $1,699 million and $1,512 million as of September 27, 2015, and December 31, 2014, respectively. Accumulated goodwill impairment losses (generated entirely in fiscal 2002) were $536 million as of September 27, 2015, and December 31, 2014.

13 |


B.
Other Intangible Assets
The components of identifiable intangible assets follow:
 
 
As of September 27, 2015
 
As of December 31, 2014
 
 
 
 
 
 
Identifiable

 
 
 
 
 
Identifiable

 
 
Gross

 
 
 
Intangible Assets

 
Gross

 
 
 
Intangible Assets

 
 
Carrying

 
Accumulated

 
Less Accumulated

 
Carrying

 
Accumulated

 
Less Accumulated

(MILLIONS OF DOLLARS)
 
Amount

 
Amortization

 
Amortization

 
Amount

 
Amortization

 
Amortization

Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Developed technology rights(a)
 
$
716

 
$
(287
)
 
$
429

 
$
744

 
$
(259
)
 
$
485

Brands
 
212

 
(119
)
 
93

 
216

 
(111
)
 
105

Trademarks and trade names(a)
 
63

 
(43
)
 
20

 
60

 
(41
)
 
19

Other(a)
 
133

 
(118
)
 
15

 
119

 
(116
)
 
3

Total finite-lived intangible assets
 
1,124

 
(567
)
 
557

 
1,139

 
(527
)
 
612

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Brands
 
39

 

 
39

 
38

 

 
38

Trademarks and trade names
 
67

 

 
67

 
67

 

 
67

In-process research and development(a)
 
8

 

 
8

 
2

 

 
2

Product rights
 
8

 

 
8

 
8

 

 
8

Total indefinite-lived intangible assets
 
122

 

 
122

 
115

 

 
115

Identifiable intangible assets
 
$
1,246

 
$
(567
)
 
$
679

 
$
1,254

 
$
(527
)
 
$
727

(a) 
Includes the acquisition of intangible assets associated with the purchase of certain assets of Abbott Animal Health in the first quarter of 2015 (amounts recorded are preliminary and subject to final valuation), as well as the impact of foreign exchange. For additional information, see Note 5. Acquisitions and DivestituresAcquisition of Abbott Animal Health.
C.
Amortization
Amortization expense related to acquired intangible assets that contribute to our ability to sell, manufacture, research, market and distribute products, compounds and intellectual property is included in Amortization of intangible assets as it benefits multiple business functions. Amortization expense related to acquired intangible assets that are associated with a single function is included in Cost of sales, Selling, general and administrative expenses or Research and development expenses, as appropriate. Total amortization expense for finite-lived intangible assets was $16 million and $47 million for the three and nine months ended September 27, 2015, respectively, and $15 million and $47 million for the three and nine months ended September 28, 2014, respectively.
12.
Benefit Plans
Prior to the Separation from Pfizer, employees who met certain eligibility requirements participated in various defined benefit pension plans and postretirement plans administered and sponsored by Pfizer. Effective December 31, 2012, our employees ceased to participate in the Pfizer U.S. qualified defined benefit and U.S. retiree medical plans, and liabilities associated with our employees under these plans were retained by Pfizer. Pfizer is continuing to credit certain employees' service with Zoetis generally through December 31, 2017 (or termination of employment from Zoetis, if earlier) for certain early retirement benefits with respect to Pfizer's U.S. defined benefit pension and retiree medical plans. Pension and postretirement benefit expense associated with the extended service for certain employees in the U.S. plans totaled approximately $2 million in each three month period ended September 27, 2015, and September 28, 2014, respectively, and approximately $5 million in each nine month period ended September 27, 2015, and September 28, 2014, respectively.
As part of the Separation (see Note 2. The Separation and Transactions and Agreements with Pfizer), certain separation adjustments were made to transfer the assets and liabilities of certain international defined benefit pension plans from Pfizer to Zoetis. During the first nine months of 2014, our pension plans in Australia, Japan and Switzerland were transferred to us from Pfizer. The net pension obligation (approximately $3 million) and the related accumulated other comprehensive loss (approximately $3 million, net of tax) associated with these plans were recorded. During the remainder of 2014, our pension plan in Belgium was also transferred to us from Pfizer. During the third quarter of 2015, our pension plan in the Philippines was transferred to us from Pfizer. The net pension obligation (approximately $1 million) and the related accumulated other comprehensive loss (which was less than $1 million, net of tax) associated with this plan were recorded. Prior to the Separation and transfer, these benefit plans were accounted for as multi-employer plans.

14 |


The following table provides the net periodic benefit cost associated with dedicated pension plans (including those transferred to us):
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

 
2015

 
2014

Service cost
 
$
2

 
$
1

 
$
6

 
$
3

Interest cost
 
1

 
1

 
3

 
2

Expected return on plan assets
 
(1
)
 

 
(2
)
 

Amortization of net actuarial loss
 

 

 
1

 

Settlement loss(a)
 
1

 

 
1

 
4

Net periodic benefit cost
 
$
3

 
$
2

 
$
9

 
$
9

(a) 
The nine months ended September 28, 2014 includes a first quarter settlement charge of approximately $4 million ($3 million, net of tax) associated with the 2012 sale of our Netherlands manufacturing facility.
Total company contributions to the dedicated international pension plans were $3 million and $6 million for the three and nine months ended September 27, 2015, respectively, and $1 million and $3 million for the three and nine months ended September 28, 2014, respectively. We expect to contribute a total of approximately $8 million to these plans in 2015.
Pension expense associated with international benefit plans accounted for as multi-employer plans was approximately $1 million and $4 million for the three months and nine months ended September 28, 2014, respectively. Contributions to these plans were approximately $1 million and $3 million for the three and nine months ended September 28, 2014, respectively. There were no plans accounted for as multi-employer plans in 2015.
13.
Share-Based Payments
The company may grant a variety of share-based payments under the Zoetis 2013 Equity and Incentive Plan (the Equity Plan) to employees and non-employee directors. The principal types of share-based awards available under the Equity Plan may include, but are not limited to, stock options, restricted stock and restricted stock units (RSUs), deferred stock unit awards (DSUs), performance share unit awards (PSUs) and other equity-based or cash-based awards.
The components of share-based compensation expense follow:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS)
 
2015

 
2014

 
2015

 
2014

Stock options / stock appreciation rights
 
$
3

 
$
5

 
$
14

 
$
12

RSUs / DSUs
 
6

 
4

 
15

 
10

PSUs
 
1

 

 
2

 

Share-based compensation expense—total(a)
 
$
10

 
$
9

 
$
31

 
$
22

(a) For the three and nine months ended September 27, 2015, we capitalized $1 million of share-based compensation expense to inventory.
During the nine months ended September 27, 2015, the company granted 862,403 stock options with a weighted-average exercise price of $46.01 per stock option and a weighted-average fair value of $11.70 per option. The fair-value based method for valuing each Zoetis stock option grant on the grant date uses the Black-Scholes-Merton option-pricing model, which incorporates a number of valuation assumptions. The expected volatility assumption required for the Black-Scholes-Merton model for the 2015 grant was calculated using a 2-year historical volatility of the Zoetis stock price and weighting it equally against the implied volatility. Prior to 2015, the company had used an implied volatility. The selection of the blended historical and implied volatility approach was based on our assessment that this calculation of expected volatility is more representative of future stock price trends. The weighted-average fair value was estimated based on the following assumptions: risk-free interest rate of 1.79%; expected dividend yield of 0.72%; expected stock price volatility of 23.92%; and expected term of 6.5 years. The values determined through this fair-value based method generally are amortized on a straight-line basis over the vesting term into Cost of sales, Selling, general and administrative expenses, or Research and development expenses, as appropriate.
During the nine months ended September 27, 2015, the company granted 710,966 RSUs with a weighted-average grant date fair value of $46.06 per RSU. RSUs are accounted for using a fair-value-based method that utilizes the closing price of Zoetis common stock on the date of grant. In general, RSUs vest after three years of continuous service from the grant date and the values are amortized on a straight-line basis over the vesting term into Cost of sales, Selling, general and administrative expenses, or Research and development expenses, as appropriate.
During the nine months ended September 27, 2015, the company granted 157,130 PSUs with a weighted-average grant date fair value of $63.14 per PSU. PSUs are accounted for using a Monte Carlo simulation model. The units underlying the PSUs will be earned and vested over a three-year performance period, based upon the total shareholder return of the company in comparison to the total shareholder return of the companies comprising the S&P 500 index at the start of the performance period (Relative TSR). The weighted-average fair value was estimated based on volatility assumptions of Zoetis common stock and an average of peer companies, which were 21.8% and 23.5%, respectively. Depending on the company’s Relative TSR performance at the end of the performance period, the recipient may earn between 0% and 200% of the target number of

15 |


units. Vested units are settled in shares of the company’s common stock. PSU values are amortized on a straight-line basis over the vesting term into Cost of sales, Selling, general and administrative expenses, or Research and development expenses, as appropriate.
As a result of our operational efficiency initiative and supply network strategy, the company accelerated the vesting, and in some cases the settlement on a pro-rata basis, of outstanding RSUs of terminated employees, subject, in each case, to the requirements of Section 409A of the U.S. Internal Revenue Code, the terms of the Equity Plan and the applicable award agreements, and any outstanding deferral elections. Generally, unvested stock options previously granted to terminated employees accelerated in full, and employees generally have the ability to exercise the stock options for three months after termination. Zoetis employees who held stock options and were retirement eligible as of their termination date generally have the full term of the stock option to exercise. In addition, outstanding PSUs of terminated employees vested on a pro-rata basis will be settled on or after the third anniversary of the grant date, subject to the achievement of performance goals. The unvested portion of RSUs and PSAs were forfeited.
The accelerated vesting of the outstanding stock options and the settlement, on a pro-rata basis, of other equity awards resulted in the recognition of additional stock-based compensation expense for the three and nine months ended September 27, 2015, of approximately $1 million, which is included in Restructuring charges and certain acquisition-related costs.
14.
Stockholders' Equity
Zoetis is authorized to issue 6,000,000,000 shares of common stock and 1,000,000,000 shares of preferred stock.
Changes in common shares and treasury stock were as follows:
(MILLIONS OF DOLLARS AND SHARES)
 
Common Shares Issued(a)

 
Treasury Stock(a)

 
Cost of Treasury Stock

Balance, December 31, 2013
 
500.008

 

 
$

Stock-based compensation(b)
 
0.100

 
0.014

 
0.4

Defined contribution plan
 
1.102

 

 

Balance, September 28, 2014
 
501.209

 
0.014

 
$
0.4

 
 
 
 
 
 
 
Balance, December 31, 2014
 
501.342

 
0.015

 
$
0.5

Stock-based compensation(b)
 
0.231

 
0.037

 
1.5

Share repurchase program(c)
 

 
3.189

 
148.1

Balance, September 27, 2015
 
501.574

 
3.240

 
$
150.1

(a) 
Shares may not add due to rounding.
(b) 
Treasury shares associated with stock-based compensation are reacquired from employees to satisfy tax withholding requirements on the vesting of restricted shares from equity-based awards. For additional information regarding share-based compensation, see Note 13. Share-Based Payments.
(c) 
In November 2014, the company's Board of Directors authorized a $500 million share repurchase program. Purchases of Zoetis shares may be made at the discretion of management, depending on market conditions and business needs. As of September 27, 2015, there was approximately $352 million remaining under this authorization.
Changes, net of tax, in accumulated other comprehensive loss, excluding noncontrolling interest, follow:
 
 
 
 
Currency Translation

 
 
 
 
 
 
Derivatives

 
Adjustment

 
Benefit Plans

 
Accumulated Other

 
 
Net Unrealized

 
Net Unrealized

 
Actuarial

 
Comprehensive

(MILLIONS OF DOLLARS)
 
Gains/(Losses)

 
Gains/(Losses)

 
Gains/(Losses)

 
Loss

Balance, December 31, 2014
 
$

 
$
(336
)
 
$
(25
)
 
$
(361
)
Other comprehensive income (loss), net of tax
 
(3
)
 
(199
)
 
1


(201
)
Balance, September 27, 2015
 
$
(3
)
 
$
(535
)
 
$
(24
)
 
$
(562
)

16 |


15.
Earnings per Share
The following table presents the calculation of basic and diluted earnings per share:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 27,

 
September 28,

 
September 27,

 
September 28,

(MILLIONS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA)
 
2015

 
2014

 
2015

 
2014

Numerator
 
 
 
 
 
 
 
 
Net income before allocation to noncontrolling interests
 
$
190

 
$
167

 
$
319

 
$
461

Less: net income attributable to noncontrolling interests
 
1

 
1

 
2

 
4

Net income attributable to Zoetis Inc.
 
$
189

 
$
166

 
$
317

 
$
457

Denominator
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
 
499.239

 
501.453

 
500.186

 
500.887

Common stock equivalents: stock options, RSUs, PSUs and DSUs
 
2.414

 
0.992

 
2.294

 
0.723

Weighted-average common and potential dilutive shares outstanding
 
501.653

 
502.445

 
502.480

 
501.610