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EX-32.2 - EXHIBIT 32.2 - Zoetis Inc.a2017q110qex322.htm
EX-32.1 - EXHIBIT 32.1 - Zoetis Inc.a2017q110qex321.htm
EX-31.2 - EXHIBIT 31.2 - Zoetis Inc.a2017q110qex312.htm
EX-31.1 - EXHIBIT 31.1 - Zoetis Inc.a2017q110qex311.htm
EX-15 - EXHIBIT 15 - Zoetis Inc.a2017q110qex15.htm
EX-12 - EXHIBIT 12 - Zoetis Inc.a2017q110-qex12.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 April 2, 2017
 
 
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)
 
 
10 Sylvan Way, Parsippany, New Jersey
 
07054
(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, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 April 28, 2017, there were 490,796,861 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 Balance Sheets (Unaudited)
 
 
 
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
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA)
 
2017

 
2016

Revenue
 
$
1,231

 
$
1,162

Costs and expenses:
 
 
 
 
Cost of sales(a)
 
443

 
389

Selling, general and administrative expenses(a)
 
309

 
315

Research and development expenses(a)
 
90

 
90

Amortization of intangible assets(a)
 
22

 
21

Restructuring charges/(reversals) and certain acquisition-related costs
 
(1
)
 
2

Interest expense, net of capitalized interest
 
41

 
43

Other (income)/deductions—net
 
(10
)
 
(30
)
Income before provision for taxes on income
 
337

 
332

Provision for taxes on income
 
98

 
128

Net income before allocation to noncontrolling interests
 
239

 
204

Less: Net income attributable to noncontrolling interests
 
1

 

Net income attributable to Zoetis Inc.
 
$
238

 
$
204

Earnings per share attributable to Zoetis Inc. stockholders:
 
 
 
 
 Basic
 
0.48

 
0.41

 Diluted
 
0.48

 
0.41

Weighted-average common shares outstanding:
 
 
 
 
 Basic
 
492.4

 
497.4

 Diluted
 
495.3

 
499.5

Dividends declared per common share
 
$
0.105

 
$
0.095

(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
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Net income before allocation to noncontrolling interests
 
$
239

 
$
204

Other comprehensive income/(loss), net of taxes and reclassification adjustments:
 
 
 
 
Foreign currency translation adjustments, net
 
44

 
2

Benefit plans: Actuarial gains, net(a)
 
2

 
1

Total other comprehensive income/(loss), net of tax
 
46

 
3

Comprehensive income before allocation to noncontrolling interests
 
285

 
207

Less: Comprehensive income/(loss) attributable to noncontrolling interests
 
1

 
(1
)
Comprehensive income attributable to Zoetis Inc.
 
$
284

 
$
208

(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.



See notes to condensed consolidated financial statements.
2 |


ZOETIS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
 
April 2,

 
December 31,

 
 
2017

 
2016

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

 
 
Assets
 
 
 
 
Cash and cash equivalents
 
$
629

 
$
727

Accounts receivable, less allowance for doubtful accounts of $32 in 2017 and $30 in 2016
 
954

 
913

Inventories
 
1,535

 
1,502

Other current assets
 
265

 
248

Total current assets
 
3,383

 
3,390

Property, plant and equipment, less accumulated depreciation of $1,435 in 2017 and $1,358 in 2016
 
1,368

 
1,381

Goodwill
 
1,497

 
1,481

Identifiable intangible assets, less accumulated amortization
 
1,232

 
1,228

Deferred tax assets
 
97

 
96

Other noncurrent assets
 
72

 
73

Total assets
 
$
7,649

 
$
7,649

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current portion of long-term debt
 
$
750

 
$

Accounts payable
 
231

 
265

Dividends payable
 
52

 
52

Accrued expenses
 
383

 
464

Accrued compensation and related items
 
183

 
224

Income taxes payable
 
100

 
71

Other current liabilities
 
31

 
41

Total current liabilities
 
1,730

 
1,117

Long-term debt, net of discount and issuance costs
 
3,718

 
4,468

Deferred tax liabilities
 
272

 
244

Other taxes payable
 
79

 
73

Other noncurrent liabilities
 
215

 
248

Total liabilities
 
6,014

 
6,150

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; 501,891,243 and 501,891,243 shares issued; 491,328,479 and 492,855,297 shares outstanding at April 2, 2017, and December 31, 2016, respectively
 
5

 
5

Treasury stock, at cost, 10,562,764 and 9,035,946 shares of common stock at April 2, 2017, and December 31, 2016, respectively
 
(510
)
 
(421
)
Additional paid-in capital
 
1,015

 
1,024

Retained earnings
 
1,651

 
1,477

Accumulated other comprehensive loss
 
(552
)
 
(598
)
Total Zoetis Inc. equity
 
1,609

 
1,487

Equity attributable to noncontrolling interests
 
26

 
12

Total equity
 
1,635

 
1,499

Total liabilities and equity
 
$
7,649

 
$
7,649

 

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, 2015
 
$
5

 
$
(203
)
 
$
1,012

 
$
876

 
$
(622
)
 
$
23

 
$
1,091

Three months ended April 3, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 
204

 

 

 
204

Other comprehensive income/(loss)
 

 

 

 

 
4

 
(1
)
 
3

Share-based compensation awards(b)
 

 
34

 
(6
)
 
(15
)
 

 

 
13

Treasury stock acquired(c)
 

 
(76
)
 

 

 

 

 
(76
)
Employee benefit plan contribution from Pfizer Inc.(d)
 

 

 
1

 

 

 

 
1

Dividends declared
 

 

 

 
(49
)
 

 

 
(49
)
Balance, April 3, 2016
 
$
5

 
$
(245
)
 
$
1,007

 
$
1,016

 
$
(618
)
 
$
22

 
$
1,187

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
 
$
5

 
$
(421
)
 
$
1,024

 
$
1,477

 
$
(598
)
 
$
12

 
$
1,499

Three months ended April 2, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 
238

 

 
1

 
239

Other comprehensive income/(loss)
 

 

 

 

 
46

 

 
46

Consolidation of a noncontrolling interest(e)
 

 

 

 

 

 
13

 
13

Share-based compensation awards (b)
 

 
36

 
(10
)
 
(12
)
 

 

 
14

Treasury stock acquired(c)
 

 
(125
)
 

 

 

 

 
(125
)
Employee benefit plan contribution from Pfizer Inc.(d)
 

 

 
1

 

 

 

 
1

Dividends declared
 

 

 

 
(52
)
 

 

 
(52
)
Balance, April 2, 2017
 
$
5

 
$
(510
)
 
$
1,015

 
$
1,651

 
$
(552
)
 
$
26

 
$
1,635

(a) 
As of April 2, 2017, and April 3, 2016, there were 491,328,479 and 496,416,809 outstanding shares of common stock, respectively, and 10,562,764 and 5,475,026 shares of treasury stock, respectively. Treasury stock is recognized at the cost to reacquire the shares. For additional information, see Note 13. Stockholders' Equity.
(b) 
Includes the issuance of shares of Zoetis Inc. common stock and the reissuance of treasury stock in connection with the vesting of employee share-based awards. Upon reissuance of treasury stock, differences between the proceeds from reissuance and the cost of the treasury stock that result in gains are recorded in Additional paid-in capital. Losses are recorded in Additional paid-in capital to the extent that they can offset previously recorded gains. If no such credit exists, the differences are recorded in Retained earnings. Also includes the reacquisition of shares of treasury stock associated with the vesting of employee share-based awards to satisfy tax withholding requirements. For additional information, see Note 12. Share-Based Payments and Note. 13. Stockholders' Equity.
(c) 
Reflects the acquisition of treasury shares in connection with the share repurchase program. For additional information, see Note 13. Stockholders' Equity.
(d) 
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 11. Benefit Plans.
(e) 
Represents the consolidation of a European livestock monitoring company, a variable interest entity of which Zoetis is the primary beneficiary.




See notes to condensed consolidated financial statements.
4 |


ZOETIS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Operating Activities
 
 
 
 
Net income before allocation to noncontrolling interests
 
$
239

 
$
204

Adjustments to reconcile net income before noncontrolling interests to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization expense
 
62

 
57

Share-based compensation expense
 
11

 
9

Restructuring
 
(1
)
 
2

Gains on sales of assets
 

 
(33
)
Provision for losses on inventory
 
16

 
16

Deferred taxes
 
24

 
(25
)
Employee benefit plan contribution from Pfizer Inc.
 
1

 
1

Other non-cash adjustments
 
4

 
1

Other changes in assets and liabilities, net of acquisitions and divestitures
 
 
 
 
    Accounts receivable
 
(22
)
 
21

    Inventories
 
(52
)
 
(3
)
    Other assets
 
(13
)
 
(36
)
    Accounts payable
 
(37
)
 
(84
)
    Other liabilities
 
(147
)
 
(193
)
    Other tax accounts, net
 
34

 
114

Net cash provided by operating activities
 
119

 
51

Investing Activities
 
 
 
 
Purchases of property, plant and equipment
 
(42
)
 
(45
)
Acquisitions
 
(3
)
 
(12
)
Net proceeds from sales of assets
 

 
75

Other investing activities
 
(3
)
 

Net cash (used in)/provided by investing activities
 
(48
)
 
18

Financing Activities
 
 
 
 
Decrease in short-term borrowings, net
 

 
(1
)
Principal payments on long-term debt
 

 
(400
)
Payment of contingent consideration related to previously acquired assets
 
(5
)
 
(22
)
Share-based compensation-related proceeds, net of taxes paid on withholding shares
 
6

 
3

Purchases of treasury stock(a) 
 
(125
)
 
(76
)
Cash dividends paid
 
(52
)
 
(47
)
Net cash used in financing activities
 
(176
)
 
(543
)
Effect of exchange-rate changes on cash and cash equivalents
 
7

 
(5
)
Net decrease in cash and cash equivalents
 
(98
)
 
(479
)
Cash and cash equivalents at beginning of period
 
727

 
1,154

Cash and cash equivalents at end of period
 
$
629

 
$
675

 
 
 
 
 
Supplemental cash flow information
 
 
 
 
Cash paid during the period for:
 
 
 
 
  Income taxes
 
$
37

 
$
49

  Interest, net of capitalized interest
 
56

 
58

Non-cash transactions:
 
 
 
 
     Purchases of property, plant and equipment
 
4

 
9

     Contingent purchase price consideration(b)
 
2

 
27

  Dividends declared, not paid
 
52

 
49

(a) 
Reflects the acquisition of treasury shares in connection with the share repurchase programs. For additional information, see Note 13. Stockholders' Equity.
(b) 
For 2017, relates primarily to the consolidation of a European livestock monitoring company a variable interest entity of which Zoetis is the primary beneficiary. For 2016, relates primarily to the non-cash portion of the acquisition of a livestock business in South America.

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 45 countries across North America, Europe, Africa, Asia, Australia and South America. Our products are sold in more than 100 countries, including developed markets and emerging markets. 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.
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-month periods ended February 26, 2017, and February 28, 2016.
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 2016 Annual Report on Form 10-K.
3.
Significant Accounting Policies
Recently Adopted Accounting Standards
In January 2017, the Financial Accounting Standards Board (FASB) issued an accounting standards update which clarifies the definition of a business. Under the new guidance, a set of integrated activities and assets is a business only if it has, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs. The update also introduces the concept of an initial screening or “Step 1” which requires companies to first determine if substantially all of the fair value of the gross assets acquired is concentrated in a single (or group of similar) identifiable assets. Transactions that pass the Step 1 screening will be considered a business if they contain an input and substantive process and either; (1) an output or (2) an organized workforce with skills critical to the ability to create outputs and inputs that can be utilized to create the outputs. Companies will no longer be required to evaluate whether a market participant could replace any missing inputs or processes, instead focusing on the substance of what was acquired. The provisions of the new standard are effective, on a prospective basis, beginning January 1, 2018, for annual and interim reporting periods and may be adopted early for any transactions not yet reported in issued financial statements. We elected to early adopt the new standard for any new transactions occurring on or after January 1, 2017.
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. We adopted this guidance as of January 1, 2017. This guidance did not have a significant impact on our condensed consolidated financial statements.
Recently Issued Accounting Standards
In March 2017, the FASB issued an accounting standards update to simplify and improve the reporting of net periodic pension benefit cost by requiring only present service cost to be presented in the same line item as other current employee compensation costs while remaining components of net periodic benefit cost would be presented within Other (income)/deductions—net outside of operations. We plan to adopt this guidance as of January 1, 2018, the required effective date, and do not expect the new standard will have a significant impact on our consolidated financial statements.
In October 2016, the FASB issued an accounting standards update that will require the recognition of the income tax consequences of an intra-entity asset transfer, other than inventory, when the transfer occurs as opposed to when the asset is sold to an outside third party. The provisions of the new standard are effective beginning January 1, 2018, for annual and interim reporting periods. Early adoption is permitted beginning on January 1, 2017. We plan to adopt this guidance as of January 1, 2018, the required effective date, and do not expect the new standard will have a significant impact on our consolidated financial statements.

6 |


In February 2016, the FASB issued an accounting standards update which requires lessees to recognize most leases on the balance sheet with a corresponding right of use asset. Leases will be classified as financing or operating which will drive the expense recognition pattern. For lessees, the income statement presentation and expense recognition pattern for financing and operating leases is similar to the current model for capital and operating leases, respectively. Companies may elect to exclude short-term leases. The update also requires additional disclosures that will better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We plan to adopt this guidance as of January 1, 2019, the required effective date, for annual and interim reporting periods. The new standard requires a modified retrospective adoption approach, at the beginning of the earliest comparative period presented in the financial statements. We continue to assess the potential impact that adopting this new guidance will have 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. We plan to adopt this guidance as of January 1, 2018, the required effective date, using the modified retrospective transition method. Under the modified retrospective method, the cumulative effect of applying the new standard will be recognized as of the date of initial application with disclosure of results under both the new and prior standards. We continue to assess the impact of the new standard on our current policies and procedures related to revenue recognition. Based on the work performed to date, we do not believe that the adoption will have a material impact on our consolidated financial statements. While implementation procedures are still ongoing, we have evaluated the impact on our primary revenue stream, product sales, in both the United States and our key international markets and no matters have currently been identified individually or in the aggregate that would have a material impact on the timing or amount of revenue recognition based on the provisions of the new standard.
4.
Acquisitions and Divestitures
Divestitures
On February 17, 2016, we completed the sale of our manufacturing site in Haridwar, India to the India-based pharmaceutical company Zydus Cadila (Cadila Healthcare Ltd.). The agreement also included the sale of a portfolio of our products in conjunction with our comprehensive operational efficiency program. On February 12, 2016, we completed the sale of two of our manufacturing sites in the United States: Laurinburg, North Carolina, and Longmont, Colorado, to Huvepharma NV (Huvepharma), a European animal health company. Huvepharma also assumed the assets and operations and the lease of our manufacturing and distribution site in Van Buren, Arkansas. The agreement included the sale of a portfolio of products in conjunction with our comprehensive operational efficiency program.
During the first three months of 2016, we received total cash proceeds of approximately $75 million related to the divestitures of the India and U.S. manufacturing sites noted above. During the first quarter of 2016, we recognized a net pre-tax gain of approximately $33 million. Gains and losses related to divestitures are recorded within Other (income)/deductions—net.
5.
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.
During 2015, we launched a comprehensive operational efficiency program, which was incremental to the previously announced supply network strategy. These initiatives have 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, reducing our presence in certain countries, and planning to sell or exit 10 manufacturing sites over a long term period. As of April 2, 2017, we divested or exited three U.S. manufacturing sites, three international manufacturing sites, and our 55 percent ownership share of a Taiwan joint venture, inclusive of its related manufacturing site. We are also continuing to optimize our resource allocation and efficiency by reducing resources associated with non-customer facing activities and operating more efficiently as a result of less internal complexity and more standardization of processes. As part of these initiatives, we planned 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. Including divestitures, as of April 2, 2017, approximately 2,200 positions have been eliminated and additional reductions are expected primarily over the next three months.

7 |


Charges related to the operational efficiency initiative and supply network strategy are as follows:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Restructuring charges/(reversals) and certain acquisition-related costs(a):
 
 
 
 
Operational efficiency initiative
 
 
 
 
Employee termination costs
 
$
(1
)
 
$
1

Exit costs
 

 
1

Total Restructuring charges/(reversals) and certain acquisition-related costs
 
(1
)
 
2

 
 
 
 
 
Other operational efficiency initiative charges
 
 
 
 
    Selling, general and administrative expenses:
 
 
 
 
        Consulting fees
 

 
3

    Other (income)/deductions—net:
 
 
 
 
        Net gain on sale of assets(b)
 

 
(33
)
Total other operational efficiency initiative charges
 

 
(30
)
 
 
 
 
 
Other supply network strategy charges
 
 
 
 
    Cost of sales:
 
 
 
 
        Accelerated depreciation
 
1

 
1

        Consulting fees
 
2

 
2

Total other supply network strategy charges
 
3

 
3

 
 
 
 
 
Total charges associated with the operational efficiency initiative and supply network strategy
 
$
2

 
$
(25
)
(a) 
The restructuring charges/(reversals) for the three months ended April 2, 2017, are associated with the following: U.S. ($1 million) and International ($2 million reversal).
The restructuring charges for the three months ended April 3, 2016, are associated with the following: U.S. ($1 million reversal), International ($1 million reversal) and Manufacturing/research/corporate ($4 million).
(b) 
For the three months ended April 3, 2016, represents the net gain on the sale of certain manufacturing sites and products.
The components of, and changes in, our restructuring accruals are as follows:
 
 
 
 
 
 
(MILLIONS OF DOLLARS)
 
Accrual(a)

Balance, December 31, 2016(b)
 
$
90

Provision
 
(1
)
Utilization and other(c)
 
(22
)
Balance, April 2, 2017(b)
 
$
67

(a) 
Changes in our restructuring accruals represent employee termination costs.
(b) 
At April 2, 2017, and December 31, 2016, included in Accrued expenses ($39 million and $61 million, respectively) and Other noncurrent liabilities ($28 million and $29 million, respectively).
(c) 
Includes adjustments for foreign currency translation.

8 |


6.
Other (Income)/Deductions—Net
The components of Other (income)/deductions—net are as follows:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Royalty-related income
 
$
(7
)
 
$
(7
)
Net gain on sale of assets(a)
 

 
(33
)
Foreign currency loss(b)
 
2

 
9

Other, net(c)
 
(5
)
 
1

Other (income)/deductions—net
 
$
(10
)
 
$
(30
)
(a) 
For the three months ended April 3, 2016, represents the net gain on the sale of certain manufacturing sites and products as part of our operational efficiency initiative.
(b) 
Primarily driven by costs related to hedging and exposures to certain emerging market currencies.
(c) 
For the three months ended April 2, 2017, primarily includes a settlement refund and reimbursement of legal fees related to costs incurred by Pharmaq prior to the acquisition in 2015, as well as interest income and other miscellaneous income.
7.
Income Taxes
A.
Taxes on Income
The effective tax rate was 29.1% for the three months ended April 2, 2017, compared with 38.6% for the three months ended April 3, 2016. The lower effective tax rate for the three months ended April 2, 2017, was primarily attributable to:
a $35 million net discrete tax expense recorded in the first quarter of 2016, related to changes in uncertain tax positions due to the impact of the European Commission’s negative decision on the excess profits rulings in Belgium, partially offset by a revaluation of the company's deferred tax assets and liabilities using the Belgium tax rates expected to be in place going forward as a result of the decision; and
changes in the jurisdictional mix of earnings, which includes the impact of the location of earnings from operations and repatriation costs. The jurisdictional mix of earnings can vary as a result of repatriation decisions and operating fluctuations in the normal course of business and the impact of non-deductible items.
The effective tax rate for the three months ended April 2, 2017, also includes a $5 million discrete tax benefit related to the excess tax benefits for share-based payments to be recognized as a component of Provision for taxes on income and a $3 million discrete tax benefit related to a revaluation of deferred taxes as a result of a change in statutory tax rates, partially offset by a $6 million discrete tax expense related to prior period tax adjustments.
The effective tax rate for the three months ended April 3, 2016, also included a $10 million discrete tax benefit related to a revaluation of deferred taxes as a result of a change in statutory tax rates, and a $4 million discrete tax benefit related to the excess tax benefits for share-based payments to be recognized as a component of Provision for taxes on income.
B.
Deferred Taxes
As of April 2, 2017, the total net deferred income tax liability of $175 million is included in Deferred tax assets ($97 million) and Deferred tax liabilities ($272 million).
As of December 31, 2016, the total net deferred income tax liability of $148 million is included in Deferred tax assets ($96 million) and Deferred tax liabilities ($244 million).
C.
Tax Contingencies
As of April 2, 2017, the tax liabilities associated with uncertain tax positions of $73 million (exclusive of interest and penalties related to uncertain tax positions of $10 million) are included in Deferred tax assets ($3 million) and Other taxes payable ($70 million).
As of December 31, 2016, the tax liabilities associated with uncertain tax positions of $68 million (exclusive of interest and penalties related to uncertain tax positions of $10 million) are included in Deferred tax assets ($3 million) and Other taxes payable ($65 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 |


8.
Financial Instruments
A.
Debt
Credit Facilities
In December 2016, we entered into an amended and restated 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 expires in December 2021. 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. Upon entering into a material acquisition, the maximum total leverage ratio increases to 4.00:1, and extends until the fourth full consecutive fiscal quarter ended immediately following the consummation of a material acquisition. The credit facility also contains a clause which adds back to Adjusted Consolidated EBITDA, any operational efficiency restructuring charge (defined as charges recorded by the company during the period commencing on October 1, 2016 and ending December 31, 2019, related to operational efficiency initiatives, provided that for any twelve-month period such charges added back to Adjusted Consolidated EBITDA) shall not to exceed $100 million in the aggregate.
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 April 2, 2017, and December 31, 2016. There were no amounts drawn under the credit facility as of April 2, 2017, or December 31, 2016.
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 April 2, 2017, we had access to $75 million of lines of credit which expire at various times through 2017 and are generally renewed annually. We did not have any borrowings outstanding related to these facilities as of April 2, 2017, and December 31, 2016.
Commercial Paper Program
In February 2013, we entered into a commercial paper program with a capacity of up to $1.0 billion. As of April 2, 2017, and December 31, 2016, there was no commercial paper issued under this program.
Short-Term Borrowings
As of April 2, 2017, and December 31, 2016, we did not have any short-term borrowings outstanding.
Senior Notes and Other Long-Term Debt
On November 13, 2015, we issued $1.25 billion aggregate principal amount of our senior notes (2015 senior notes), with an original issue discount of $2 million. On January 28, 2013, we issued $3.65 billion aggregate principal amount of our senior notes (the 2013 senior notes offering) in a private placement, with an original issue discount of $10 million.
The current portion of long-term debt was $750 million as of April 2, 2017, with a weighted-average interest rate of 1.875%. There was no current portion of long-term debt as of December 31, 2016.
The 2013 and 2015 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 2013 and 2015 senior notes may be declared immediately due and payable.
Pursuant to the indenture, we are able to redeem the 2013 and 2015 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 2013 senior notes due 2023 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 2013 and 2015 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 2013 and 2015 senior notes at a price equal to 101% of the aggregate principal amount of the 2013 and 2015 senior notes together with accrued and unpaid interest to, but excluding, the date of repurchase.

10 |


The components of our long-term debt are as follows:
 
 
April 2,

 
December 31,

(MILLIONS OF DOLLARS)
 
2017

 
2016

1.875% 2013 senior notes due 2018
 
$
750

 
$
750

3.450% 2015 senior notes due 2020
 
500

 
500

3.250% 2013 senior notes due 2023
 
1,350

 
1,350

4.500% 2015 senior notes due 2025
 
750

 
750

4.700% 2013 senior notes due 2043
 
1,150

 
1,150

 
 
4,500

 
4,500

Unamortized debt discount / debt issuance costs
 
(32
)
 
(32
)
Less current portion of long-term debt
 
(750
)
 

Long-term debt
 
$
3,718

 
$
4,468

The fair value of our long-term debt, including the current portion of long-term debt, was $4,641 million and $4,565 million as of April 2, 2017, and December 31, 2016, 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, as of April 2, 2017, matures in the following years:
 
 
 
 
 
 
 
 
 
 
After

 
 
(MILLIONS OF DOLLARS)
 
2018

 
2019

 
2020

 
2021

 
2021

 
Total

Maturities
 
$
750

 
$

 
$
500

 
$

 
$
3,250

 
$
4,500

Interest Expense
Interest expense, net of capitalized interest, was $41 million and $43 million for the three months ended April 2, 2017, and April 3, 2016, respectively. Capitalized interest was $1 million for each of the three months ended April 2, 2017, and April 3, 2016.
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 $1.2 billion, as of April 2, 2017, and December 31, 2016, respectively. The derivative financial instruments primarily offset exposures in the Australian dollar, Brazilian real, Canadian dollar, Chinese yuan, euro, 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.
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.
For the three months ended April 2, 2017, we entered into an interest rate swap with a notional value of $50 million, having a term of 10 years and an effective date and mandatory termination date in December 2017. In 2016, we entered into interest rate swaps with an aggregate notional value of $250 million, having a term of 10 years and an effective date and mandatory termination date in December 2017. 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 1.875% 2013 senior note due in 2018. In addition, in previous years we had entered into various forward-starting interest rate swap contracts that were designated as cash flow hedges and that were terminated upon issuance of fixed-rate

11 |


notes. The deferred gains or losses related to the settlement of these contracts are reclassified from Accumulated other comprehensive loss into income over the period during which the hedged transactions affects earnings.
Fair Value of Derivative Instruments
The classification and fair values of derivative instruments are as follows:
 
 
Fair Value of Derivatives
 
 
April 2,

 
December 31,

(MILLIONS OF DOLLARS)
Balance Sheet Location
2017

 
2016

Derivatives Not Designated as Hedging Instruments
 
 
 
 
   Foreign currency forward-exchange contracts
Other current assets
$
5

 
$
12

   Foreign currency forward-exchange contracts
Other current liabilities 
(15
)
 
(8
)
Total derivatives not designated as hedging instruments
 
(10
)
 
4

 
 
 
 
 
Derivatives Designated as Hedging Instruments:
 
 
 
 
   Interest rate swap contracts
Other current assets
17

 
17

Total derivatives designated as hedging instruments
 
17

 
17

 
 
 
 
 
Total derivatives
 
$
7

 
$
21

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 amounts of net gains/(losses) on derivative instruments not designated as hedging instruments, recorded in Other (income)/deductions—net, are as follows:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Foreign currency forward-exchange contracts
 
$
(29
)
 
$
1

These amounts were substantially offset in Other (income)/deductions—net by the effect of changing exchange rates on the underlying foreign currency exposures.
The amounts of unrecognized net gains/(losses) on cash flow hedges for interest rate swap contracts, recorded, net of tax, in Other comprehensive income/(loss), were insignificant for both of the three months ended April 2, 2017, and April 3, 2016. The net amount of deferred gains/losses that is expected to be reclassified from Accumulated other comprehensive loss into earnings over the next 12 months is insignificant.
9.
Inventories
The components of inventory are as follows:
 
 
April 2,

 
December 31,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Finished goods
 
$
800

 
$
799

Work-in-process
 
531

 
499

Raw materials and supplies
 
204

 
204

Inventories
 
$
1,535

 
$
1,502


12 |


10.
Goodwill and Other Intangible Assets
A.
Goodwill
The components of, and changes in, the carrying amount of goodwill are as follows:
(MILLIONS OF DOLLARS)
 
U.S.

 
International

 
Total

Balance, December 31, 2016
 
$
661

 
$
820

 
$
1,481

Additions(a)
 
5

 
5

 
10

Other(b)
 

 
6

 
6

Balance, April 2, 2017
 
$
666

 
$
831

 
$
1,497

(a) Represents the consolidation of a European livestock monitoring company, a variable interest entity of which Zoetis is the primary beneficiary.
(b) Includes adjustments for foreign currency translation.         
The gross goodwill balance was $2,033 million and $2,017 million as of April 2, 2017, and December 31, 2016, respectively. Accumulated goodwill impairment losses were $536 million as of April 2, 2017, and December 31, 2016.
B.
Other Intangible Assets
The components of identifiable intangible assets are as follows:
 
 
As of April 2, 2017
 
As of December 31, 2016
 
 
 
 
 
 
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)(b)
 
$
1,162

 
$
(364
)
 
$
798

 
$
1,064

 
$
(342
)
 
$
722

Brands
 
213

 
(135
)
 
78

 
213

 
(132
)
 
81

Trademarks and trade names
 
62

 
(45
)
 
17

 
62

 
(44
)
 
18

Other
 
224

 
(130
)
 
94

 
222

 
(130
)
 
92

Total finite-lived intangible assets
 
1,661

 
(674
)
 
987

 
1,561

 
(648
)
 
913

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Brands
 
37

 

 
37

 
37

 

 
37

Trademarks and trade names
 
66

 

 
66

 
66

 

 
66

In-process research and development(b)
 
134

 

 
134

 
204

 

 
204

Product rights
 
8

 

 
8

 
8

 

 
8

Total indefinite-lived intangible assets
 
245

 

 
245

 
315

 

 
315

Identifiable intangible assets
 
$
1,906

 
$
(674
)
 
$
1,232

 
$
1,876

 
$
(648
)
 
$
1,228

(a) 
Includes the consolidation of a European livestock monitoring company, a variable interest entity of which Zoetis is the primary beneficiary, and intangible assets associated with the purchase of a Norwegian fish vaccination company, both during the first quarter of 2017.
(b) In the first quarter of 2017, certain intangible assets, acquired in 2015 as part of the Pharmaq acquisition, were placed into service.
C.
Amortization
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 it benefits 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. Total amortization expense for finite-lived intangible assets was $25 million and $24 million for the three months ended April 2, 2017, and April 3, 2016, respectively.
11.
Benefit Plans
Our employees ceased to participate in the Pfizer, Inc. U.S. qualified defined benefit plans and the U.S. retiree medical plan effective December 31, 2012, 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 April 2, 2017, and April 3, 2016.

13 |


The following table provides the net periodic benefit cost associated with our international defined benefit pension plans:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Service cost
 
$
2

 
$
2

Interest cost
 
1

 
1

Expected return on plan assets
 
(1
)
 
(1
)
Curtailment and settlement (gain)/loss
 
1

 

Net periodic benefit cost
 
$
3

 
$
2

Total company contributions to the international pension plans were $3 million for each of the three months ended April 2, 2017, and April 3, 2016. We expect to contribute a total of approximately $7 million to these plans in 2017.
12.
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 our 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 units (DSUs), performance-vesting restricted stock units (PSUs) and other equity-based or cash-based awards.
The components of share-based compensation expense are as follows:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Stock options / stock appreciation rights
 
$
3

 
$
2

RSUs / DSUs
 
6

 
6

PSUs
 
2

 
1

Share-based compensation expense—total(a)(b)
 
$
11

 
$
9

(a) For the three months ended April 2, 2017, and April 3, 2016, amounts capitalized to inventory were insignificant.
(b) For the three months ended April 2, 2017, and April 3, 2016, the additional share-based compensation expense as a result of accelerated vesting of the outstanding stock options and the settlement, on a pro-rata basis, of other equity awards of terminated employees in connection with our operational efficiency initiative and supply network strategy, which is included in Restructuring charges/(reversals) and certain acquisition-related costs, were insignificant.
During the three months ended April 2, 2017, the company granted 702,745 stock options with a weighted-average exercise price of $55.01 per stock option and a weighted-average fair value of $14.30 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 weighted-average fair value was estimated based on the following assumptions: risk-free interest rate of 2.3%; expected dividend yield of 0.76%; expected stock price volatility of 23.30%; and expected term of 6.5 years. In general, stock options vest after three years of continuous service and 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 three months ended April 2, 2017, the company granted 525,314 RSUs with a weighted-average grant date fair value of $55.01 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 three months ended April 2, 2017, the company granted 136,964 PSUs with a weighted-average grant date fair value of $74.28 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 the S&P 500 companies, which were 23.1% and 25.5%, 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 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.
13.
Stockholders' Equity
Zoetis is authorized to issue 6 billion shares of common stock and 1 billion shares of preferred stock.
In November 2014, the company's Board of Directors authorized a $500 million share repurchase program. This program was substantially completed as of December 31, 2016. In December 2016, the company's Board of Directors authorized an additional $1.5 billion share

14 |


repurchase program. Purchases of Zoetis shares may be made at the discretion of management, depending on market conditions and business needs. As of April 2, 2017, there was approximately $1.4 billion remaining under these authorizations.
Changes in common shares and treasury stock were as follows:
(MILLIONS)
 
Common Shares Issued(a)

 
Treasury Stock(a)

Balance, December 31, 2015
 
501.81

 
4.41

Share-based compensation(b)
 
0.08

 
(0.73
)
Share repurchase program
 

 
1.79

Balance, April 3, 2016
 
501.89

 
5.48

 
 
 
 
 
Balance, December 31, 2016
 
501.89

 
9.04

Share-based compensation(b)
 

 
(0.78
)
Share repurchase program
 

 
2.31

Balance, April 2, 2017
 
501.89

 
10.56

(a)    Shares may not add due to rounding.
(b) 
Includes the issuance of shares of common stock and the reissuance of shares from treasury stock in connection with the vesting of employee share-based awards. Treasury stock also includes the reacquisition of shares associated with the vesting of employee share-based awards to satisfy tax withholding requirements. For additional information regarding share-based compensation, see Note 12. Share-Based Payments.     
Changes, net of tax, in accumulated other comprehensive loss, excluding noncontrolling interest, are as follows:
 
 
 
 
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, 2015
 
$
(2
)
 
$
(604
)
 
$
(16
)
 
$
(622
)
Other comprehensive income, net of tax
 

 
3

 
1

 
4

Balance, April 3, 2016
 
$
(2
)
 
$
(601
)
 
$
(15
)
 
$
(618
)
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
 
$
8

 
$
(583
)
 
$
(23
)
 
$
(598
)
Other comprehensive income, net of tax
 

 
44

 
2


46

Balance, April 2, 2017
 
$
8

 
$
(539
)
 
$
(21
)
 
$
(552
)
14.
Earnings per Share
The following table presents the calculation of basic and diluted earnings per share:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA)
 
2017

 
2016

Numerator
 
 
 
 
Net income before allocation to noncontrolling interests
 
$
239

 
$
204

Less: net income attributable to noncontrolling interests
 
1

 

Net income attributable to Zoetis Inc.
 
$
238

 
$
204

Denominator
 
 
 
 
Weighted-average common shares outstanding
 
492.4

 
497.4

Common stock equivalents: stock options, RSUs, PSUs and DSUs
 
2.9

 
2.1

Weighted-average common and potential dilutive shares outstanding
 
495.3

 
499.5

 
 
 
 
 
Earnings per share attributable to Zoetis Inc. stockholders—basic
 
$
0.48

 
$
0.41

Earnings per share attributable to Zoetis Inc. stockholders—diluted
 
$
0.48

 
$
0.41

There were approximately 1 million stock options outstanding for the each of the three months ended April 2, 2017, and April 3, 2016, under the company’s Equity Plan that were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.

15 |


15.
Commitments and Contingencies
We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business. For a discussion of our tax contingencies, see Note 7. Income Taxes.
A.
Legal Proceedings
Our non-tax contingencies include, among others, the following:
Product liability and other product-related litigation, which can include injury, consumer, off-label promotion, antitrust and breach of contract claims.
Commercial and other matters, which can include product-pricing claims and environmental claims and proceedings.
Patent litigation, which typically involves challenges to the coverage and/or validity of our patents or those of third parties on various products or processes.
Government investigations, which can involve regulation by national, state and local government agencies in the United States and in other countries.
Certain of these contingencies could result in losses, including damages, fines and/or civil penalties, and/or criminal charges, which could be substantial.
We believe that we have strong defenses in these types of matters, but litigation is inherently unpredictable and excessive verdicts do occur. We do not believe that any of these matters will have a material adverse effect on our financial position. However, we could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations or cash flows in the period in which the amounts are paid.
We have accrued for losses that are both probable and reasonably estimable. Substantially all of these contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex. Consequently, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but the assessment process relies on estimates and assumptions that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.
Amounts recorded for legal and environmental contingencies can result from a complex series of judgments about future events and uncertainties and can rely on estimates and assumptions.
The principal matters to which we are a party are discussed below. In determining whether a pending matter is significant for financial reporting and disclosure purposes, we consider both quantitative and qualitative factors in order to assess materiality, such as, among other things, the amount of damages and the nature of any other relief sought in the proceeding, if such damages and other relief are specified; our view of the merits of the claims and of the strength of our defenses; whether the action purports to be a class action and our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; any experience that we or, to our knowledge, other companies have had in similar proceedings; whether disclosure of the action would be important to a reader of our financial statements, including whether disclosure might change a reader’s judgment about our financial statements in light of all of the information about the company that is available to the reader; the potential impact of the proceeding on our reputation; and the extent of public interest in the matter. In addition, with respect to patent matters, we consider, among other things, the financial significance of the product protected by the patent.
PregSure®
We have approximately 264 claims in Europe and New Zealand seeking damages related to calves claimed to have died of Bovine Neonatal Pancytopenia (BNP) on farms where PregSure BVD, a vaccine against Bovine Virus Diarrhea (BVD), was used. BNP is a rare syndrome that first emerged in cattle in Europe in 2006. Studies of BNP suggest a potential association between the administration of PregSure and the development of BNP, although no causal connection has been established. The cause of BNP is not known.
In 2010, we voluntarily stopped sales of PregSure BVD in Europe, and recalled the product at wholesalers while investigations into possible causes of BNP continued. In 2011, after incidences of BNP were reported in New Zealand, we voluntarily withdrew the marketing authorization for PregSure throughout the world.
We have settled approximately 168 of these claims for amounts that are not material individually or in the aggregate. Investigations into possible causes of BNP continue and these settlements may not be representative of any future claims resolutions.
Ulianopolis, Brazil
In February 2012, the Municipality of Ulianopolis (State of Para, Brazil) filed a complaint against Fort Dodge Saúde Animal Ltda. (FDSAL), a Zoetis entity, and five other large companies alleging that waste sent to a local waste incineration facility for destruction, but that was not ultimately destroyed as the facility lost its operating permit, caused environmental impacts requiring cleanup.
The Municipality is seeking recovery of cleanup costs purportedly related to FDSAL's share of all waste accumulated at the incineration facility awaiting destruction, and compensatory damages to be allocated among the six defendants. We believe we have strong arguments against the claim, including defense strategies against any claim of joint and several liability.

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At the request of the Municipal prosecutor, in April 2012, the lawsuit was suspended for one year. Since that time, the prosecutor has initiated investigations into the Municipality's actions in the matter as well as the efforts undertaken by the six defendants to remove and dispose of their individual waste from the incineration facility. On October 3, 2014, the Municipal prosecutor announced that the investigation remained ongoing and outlined the terms of a proposed Term of Reference (a document that establishes the minimum elements to be addressed in the preparation of an Environmental Impact Assessment), under which the companies would be liable to withdraw the waste and remediate the area. On March 5, 2015, we presented our response to the prosecutor’s proposed Term of Reference, arguing that the proposed terms were overly general in nature and expressing our interest in discussing alternatives to address the matter. The prosecutor agreed to consider our request to engage a technical consultant to conduct an environmental diagnostic of the contaminated area. On May 29, 2015, we, in conjunction with the other defendant companies, submitted a draft cooperation agreement to the prosecutor, which outlined the proposed terms and conditions for the engagement of a technical consultant to conduct the environmental diagnostic. On August 19, 2016, the parties entered into a cooperation agreement with the prosecutor, pursuant to which a third-party consultant will conduct a limited environmental assessment of the site. We currently await the results of the technical assessment.
Lascadoil Contamination in Animal Feed
An investigation by the U.S. Food and Drug Administration (FDA) and the Michigan Department of Agriculture is ongoing to determine how lascadoil, oil for industrial use, made its way into the feed supply of certain turkey and hog feed mills in Michigan. The contaminated feed is believed to have caused the deaths of approximately 50,000 turkeys and the contamination (but not death) of at least 20,000 hogs in August 2014. While it remains an open question as to how the lascadoil made its way into the animal feed, the allegations are that lascadoil intended to be sold for reuse as biofuel was inadvertently sold to producers of soy oil, who in turn, unknowingly sold the contaminated soy oil to fat recycling vendors, who then sold the contaminated soy oil to feed mills for use in animal feed. Indeed, related to the FDA investigation, Shur-Green Farms LLC, a producer of soy oil, recalled certain batches of soy oil allegedly contaminated with lascadoil on October 13, 2014.
During the course of its investigation, the FDA identified the process used to manufacture Zoetis’ Avatec® (lasalocid sodium) and Bovatec® (lasalocid sodium) products as one possible source of the lascadoil, since lascadoil contains small amounts of lasalocid, the active ingredient found in both products. Zoetis has historically sold any and all industrial lascadoil byproduct to an environmental company specializing in waste disposal. The environmental company is contractually obligated to incinerate the lascadoil or resell it for use in biofuel. Under the terms of the agreement, the environmental company is expressly prohibited from reselling the lascadoil to be used as a component in food. The FDA inspected the Zoetis site where Avatec and Bovatec are manufactured, and found no evidence that Zoetis was involved in the contamination of the animal feed.
On March 10, 2015, plaintiffs Restaurant Recycling, LLC (Restaurant Recycling) and Superior Feed Ingredients, LLC (Superior), both of whom are in the fat recycling business, filed a complaint in the Seventeenth Circuit Court for the State of Michigan against Shur-Green Farms alleging negligence and breach of warranty claims arising from their purchase of soy oil allegedly contaminated with lascadoil. Plaintiffs resold the allegedly contaminated soy oil to turkey feed mills for use in feed ingredient. Plaintiffs also named Zoetis as a defendant in the complaint alleging that Zoetis failed to properly manufacture its products and breached an implied warranty that the soy oil was fit for use at turkey and hog mills. Zoetis was served with the complaint on June 3, 2015, and we filed our answer, denying all allegations, on July 15, 2015. On August 10, 2015, several of the turkey feed mills filed a joint complaint against Restaurant Recycling, Superior, Shur-Green Farms and others, alleging claims for negligence, misrepresentation, and breach of warranty, arising out of their alleged purchase and use of the contaminated soy oil. The complaint raises only one count against Zoetis for negligence. We filed an answer to the complaint on November 2, 2015, denying the allegation. On May 16, 2016, two additional turkey producers filed a complaint in the Seventeenth Circuit Court for the State of Michigan against the company, Restaurant Recycling, Superior, Shur-Green Farms and others, alleging claims for negligence and breach of warranties. We filed an answer to the complaint on June 20, 2016, denying the allegations. The Court has consolidated all three cases in Michigan for purposes of discovery and disposition. On June 16, 2016, New Fashion Pork LLP, a pork producer with operations in Minnesota, filed a Complaint in the Second Judicial District Court for the State of Minnesota against Restaurant Recycling and Superior, seeking damages resulting from the defendants’ sale of allegedly contaminated animal feed products. On December 2, 2016, defendants Restaurant Recycling and Superior denied the allegations in its Answer and filed a third-party Complaint against Zoetis seeking contribution in the event either defendant is found liable to New Fashion Pork. Zoetis filed its Answer to the third-party Complaint on January 23, 2017, denying all liability. We believe we have strong arguments against all claims.
Other Matters
The European Commission published a decision on alleged competition law infringements by several human health pharmaceutical companies on June 19, 2013. One of the involved legal entities is Alpharma LLC. Alpharma LLC's involvement is solely related to its human health activities prior to Pfizer's acquisition of King/Alpharma. Zoetis paid a fine in the amount of Euro 11 million (approximately $14 million) and was reimbursed in full by Pfizer in accordance with the Global Separation Agreement between Pfizer and Zoetis, which provides that Pfizer is obligated to indemnify Zoetis for any liabilities arising out of claims not related to its animal health assets. We filed an appeal of the decision on September 6, 2013, to the General Court of the European Union. On September 8, 2016, the General Court upheld the decision of the European Commission. On November 25, 2016, we filed an appeal to the Court of Justice of the European Union and are awaiting a ruling.
B.
Guarantees and Indemnifications
In the ordinary course of business and in connection with the sale of assets and businesses, we indemnify our counterparties against certain liabilities that may arise in connection with the transaction or related to activities prior to the transaction. These indemnifications typically pertain to environmental, tax, employee and/or product-related matters and patent-infringement claims. If the indemnified party were to make a successful claim pursuant to the terms of the indemnification, we would be required to reimburse the loss. These indemnifications are generally subject to threshold amounts, specified claim periods and other restrictions and limitations. Historically, we have not paid significant amounts under these provisions and, as of April 2, 2017, recorded amounts for the estimated fair value of these indemnifications were not significant.

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16.
Segment and Other Revenue Information
A.
Segment Information
Operating Segments
We manage our operations through two geographic operating segments: the United States and International. Each operating segment has responsibility for its commercial activities. Within each of these operating segments, we offer a diversified product portfolio, including vaccines, parasiticides, anti-infectives, medicated feed additives and other pharmaceuticals, for both livestock and companion animal customers. Our chief operating decision maker uses the revenue and earnings of the two operating segments, among other factors, for performance evaluation and resource allocation.
Other Costs and Business Activities
Certain costs are not allocated to our operating segment results, such as costs associated with the following:
Other business activities includes our Client Supply Services (CSS) contract manufacturing results, as well as expenses associated with our dedicated veterinary medicine research and development organization, research alliances, U.S. regulatory affairs and other operations focused on the development of our products. Other R&D-related costs associated with non-U.S. market and regulatory activities are generally included in the international commercial segment.
Corporate, which is responsible for platform functions such as business technology, facilities, legal, finance, human resources, business development, and communications, among others. These costs also include compensation costs, certain procurement costs, and other miscellaneous operating expenses not charged to our operating segments, as well as interest income and expense.
Certain transactions and events such as (i) Purchase accounting adjustments, where we incur expenses associated with the amortization of fair value adjustments to inventory, intangible assets and property, plant and equipment; (ii) Acquisition-related activities, where we incur costs associated with acquiring and integrating newly acquired businesses, such as transaction costs and integration costs; and (iii) Certain significant items, which comprise substantive, unusual items that, either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis, such as certain costs related to becoming an independent public company, restructuring charges and implementation costs associated with our cost-reduction/productivity initiatives that are not associated with an acquisition, certain asset impairment charges, certain legal and commercial settlements and the impact of divestiture-related gains and losses.
Other unallocated includes (i) certain overhead expenses associated with our global manufacturing operations not charged to our operating segments; (ii) certain costs associated with business technology and finance that specifically support our global manufacturing operations; (iii) certain supply chain and global logistics costs; and (iv) certain procurement costs.
Segment Assets
We manage our assets on a total company basis, not by operating segment. Therefore, our chief operating decision maker does not regularly review any asset information by operating segment and, accordingly, we do not report asset information by operating segment. Total assets were approximately $7.6 billion at both April 2, 2017, and December 31, 2016.
























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Earnings
 
Depreciation and Amortization(a)
 
 
April 2,

 
April 3,

 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

 
2017

 
2016

Three months ended
 
 
 
 
 
 
 
 
U.S.
 
 
 
 
 
 
 
 
Revenue
 
$
605

 
$
582

 
 
 
 
Cost of sales
 
137

 
131

 
 
 
 
Gross profit
 
468

 
451

 
 
 
 
    Gross margin
 
77.4
%
 
77.5
%
 
 
 
 
Operating expenses
 
96

 
92

 
 
 
 
Other (income)/deductions
 

 

 
 
 
 
U.S. Earnings
 
372

 
359

 
$
7

 
$
6

 
 
 
 
 
 
 
 
 
International
 
 
 
 
 
 
 
 
Revenue(b)
 
615

 
567

 
 
 
 
Cost of sales
 
213

 
196

 
 
 
 
Gross profit
 
402

 
371

 
 
 
 
    Gross margin
 
65.4
%
 
65.4
%
 
 
 
 
Operating expenses
 
114

 
109

 
 
 
 
Other (income)/deductions
 
(3
)
 
2

 
 
 
 
International Earnings
 
291

 
260

 
11

 
11

 
 
 
 
 
 
 
 
 
Total operating segments
 
663

 
619

 
18

 
17

 
 
 
 
 
 
 
 
 
Other business activities
 
(74
)
 
(74
)
 
6

 
6

Reconciling Items:
 
 
 
 
 
 
 
 
Corporate
 
(143
)
 
(169
)
 
12

 
10

Purchase accounting adjustments
 
(22
)
 
(26
)
 
22

 
22

Acquisition-related costs
 

 
(1
)
 

 

Certain significant items(c)
 
(4
)
 
13

 
2

 
1

Other unallocated
 
(83
)
 
(30
)
 
2

 
1

Total Earnings(d)
 
$
337

 
$
332

 
$
62

 
$
57

(a) 
Certain production facilities are shared. Depreciation and amortization is allocated to the reportable operating segments based on estimates of where the benefits of the related assets are realized.
(b) 
Revenue denominated in euros was $148 million and $154 million for the three months ended April 2, 2017, and April 3, 2016, respectively.
(c) 
For the three months ended April 2, 2017, Certain significant items primarily includes: (i) a $1 million reversal of previously accrued employee termination costs, accelerated depreciation charges of $1 million, and consulting fees of $2 million, related to our operational efficiency initiative and supply network strategy, and (ii) charges of $2 million associated with changes to our operating model.
For the three months ended April 3, 2016, Certain significant items primarily includes: (i) Zoetis stand-up costs of $12 million; (ii) a net gain of $33 million related to the sale of certain manufacturing sites and products as a result of our operational efficiency initiative, and (iii) employee termination costs of $1 million, exit costs of $1 million, accelerated depreciation charges of $1 million, and consulting fees of $5 million, related to our operational efficiency initiative and supply network strategy. Stand-up costs include certain nonrecurring costs related to becoming an independent public company, such as the creation of standalone systems and infrastructure, site separation, new branding (including changes to the manufacturing process for required new packaging), and certain legal registration and patent assignment costs.
(d) 
Defined as income before provision for taxes on income.

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B.
Other Revenue Information
Revenue by Species
Species revenue are as follows:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Livestock:
 
 
 
 
Cattle
 
$
386

 
$
377

Swine
 
160

 
146

Poultry
 
116

 
122

Fish
 
21

 
17

Other
 
20

 
21

 
 
703

 
683

Companion Animal:
 
 
 
 
Horses
 
35

 
39

Dogs and Cats
 
482

 
427

 
 
517

 
466

 
 
 
 
 
Contract Manufacturing
 
11

 
13

 
 
 
 
 
Total revenue
 
$
1,231

 
$
1,162

Revenue by Major Product Category
Revenue by major product category are as follows:
 
 
Three Months Ended
 
 
April 2,

 
April 3,

(MILLIONS OF DOLLARS)
 
2017

 
2016

Anti-infectives
 
$
268

 
$
291

Vaccines
 
319

 
301

Parasiticides
 
184

 
145

Medicated feed additives
 
123

 
138

Other pharmaceuticals
 
272