Financial Instruments | 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 June 28, 2015 , and December 31, 2014 . There were no amounts drawn under the credit facility as of June 28, 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 June 28, 2015 , we had access to $82 million of lines of credit which expire at various times through 2017. Short-term borrowings outstanding related to these facilities were $4 million and $7 million as of June 28, 2015 , and December 31, 2014 , respectively. Long-term borrowings outstanding related to these facilities were $2 million and $3 million as of June 28, 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 June 28, 2015 , and December 31, 2014 , there was no commercial paper issued under this program. Short-Term Borrowings As of June 28, 2015 , short-term borrowings outstanding related to credit facilities were $4 million , with a weighted-average interest rate of 6.4% . 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 June 28, 2015 , with a weighted-average interest rate of 1.150% . There was no current portion of long-term debt as of December 31, 2014 . 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: June 28, 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 (9 ) (10 ) Less current portion of long-term debt (400 ) — Long-term debt $ 3,243 $ 3,643 The fair value of our long-term debt, including the current portion of long-term debt, was $3,580 million and $3,690 million as of June 28, 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’s credit rating (Level 2 inputs). The principal amount of long-term debt outstanding, including the current portion of long-term debt, as of June 28, 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 $57 million for the three and six months ended June 28, 2015 , respectively, and $29 million and $58 million for the three and six months ended June 29, 2014 , respectively. Capitalized interest was $ 1 million and $2 million for the both the three and six months ended June 28, 2015 , and June 29, 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 June 28, 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. Fair Value of Derivative Instruments The location and fair values of derivative instruments not designated as hedging instruments are as follows: Fair Value of Derivatives June 28, December 31, (MILLIONS OF DOLLARS) Balance Sheet Location 2015 2014 Foreign currency forward-exchange contracts Other current assets $ 11 $ 9 Foreign currency forward-exchange contracts Other current liabilities (12 ) (4 ) Total foreign currency forward-exchange contracts $ (1 ) $ 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 net gains and losses incurred on foreign currency forward-exchange contracts not designated as hedging instruments were losses of $1 million and gains of $6 million for the three and six months ended ended June 28, 2015 , respectively, and losses of $13 million and $1 million for the three and six months ended June 29, 2014 , respectively, and are recorded in Other (income)/deductions—net. These amounts were substantially offset in Other (income)/deductions—net by the effect of changing exchange rates on the underlying foreign currency exposures. |