Fair Value Measurements and Financial Instruments

The Company is exposed to market risk from foreign currency exchange rates, interest rates and commodity price fluctuations. Volatility relating to these exposures is managed on a global basis by utilizing a number of techniques, including working capital management, sourcing strategies, selling price increases, selective borrowings in local currencies and entering into selective derivative instrument transactions, issued with standard features, in accordance with the Company’s treasury and risk management policies, which prohibit the use of derivatives for speculative purposes and leveraged derivatives for any purpose. It is the Company’s policy to enter into derivative instrument contracts with terms that match the underlying exposure being hedged. Hedge ineffectiveness, if any, is not material for any period presented. Provided below are details of the Company’s exposures by type of risk and derivative instruments by type of hedge designation.

Valuation Considerations

Assets and liabilities carried at fair value are classified as follows:

Level 1: Based upon quoted market prices in active markets for identical assets or liabilities.

Level 2: Based upon observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Based upon unobservable inputs reflecting the reporting entity’s own assumptions.

Foreign Exchange Risk

As the Company markets its products in over 200 countries and territories, it is exposed to currency fluctuations related to manufacturing and selling its products in currencies other than the U.S. dollar. The Company manages its foreign currency exposures through a combination of cost containment measures, sourcing strategies, selling price increases and the hedging of certain costs in an effort to minimize the impact on earnings of foreign currency rate movements.

The Company utilizes foreign currency contracts, including forward and swap contracts, local currency deposits and local currency borrowings to hedge portions of its foreign currency purchases, assets and liabilities arising in the normal course of business and the net investment in certain foreign subsidiaries. The duration of foreign currency contracts generally does not exceed 12 months and the contracts are valued using observable market rates (Level 2 valuation).

Interest Rate Risk

The Company manages its targeted mix of fixed and floating rate debt with debt issuances and by entering into interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility. The notional amount, interest payment and maturity date of the swaps generally match the principal, interest payment and maturity date of the related debt, and the swaps are valued using observable benchmark rates (Level 2 valuation).

Commodity Price Risk

The Company is exposed to price volatility related to raw materials used in production, such as resins, pulp, essential oils, tropical oils, tallow, poultry, corn and soybeans. The Company manages its raw material exposures through a combination of cost containment measures, sourcing strategies, ongoing productivity initiatives and the limited use of commodity hedging contracts. Futures contracts are used on a limited basis, primarily in the Hill’s Pet Nutrition segment, to manage volatility related to raw material inventory purchases of certain traded commodities, and these contracts are measured using quoted commodity exchange prices (Level 1 valuation). The duration of the commodity contracts generally does not exceed 12 months.

Credit Risk

The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material as it is the Company’s policy to contract with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.

The following summarizes the fair value of the Company’s derivative instruments and other financial instruments at December 31, 2015 and December 31, 2014:



	Assets					Liabilities
	Account	Fair Value				Account	Fair Value
Designated derivative instruments		12/31/15		12/31/14			12/31/15		12/31/14
Interest rate swap contracts	Other current assets	$	—	$	1	Other accruals	$	—	$	—
Interest rate swap contracts	Other assets	7		12		Other liabilities	—		2
Foreign currency contracts	Other current assets	131		21		Other accruals	5		4
Foreign currency contracts	Other assets	—		60		Other liabilities	—		—
Commodity contracts	Other current assets	—		—		Other accruals	—		1
Total designated		$	138	$	94		$	5	$	7

Derivatives not designated
Foreign currency contracts	Other assets	13		8		Other liabilities	—		—
Total not designated		$	13	$	8		$	—	$	—

Total derivative instruments		$	151	$	102		$	5	$	7

Other financial instruments
Marketable securities	Other current assets	$	61	$	200
Available-for-sale securities	Other assets	—		322
Note receivable	Other current assets	—		42
Total other financial instruments		$	61	$	564

The carrying amount of cash, cash equivalents, accounts receivable and short-term debt approximated fair value as of December 31, 2015 and 2014. The estimated fair value of the Company’s long-term debt, including the current portion, as of December 31, 2015 and 2014, was $6,767 and $6,346, respectively, and the related carrying value was $6,567 and $6,132, respectively. The estimated fair value of long-term debt was derived principally from quoted prices on the Company’s outstanding fixed-term notes (Level 2 valuation).

Fair Value Hedges

The Company has designated all interest rate swap contracts and certain foreign currency forward and option contracts as fair value hedges, for which the gain or loss on the derivative and the offsetting gain or loss on the hedged item are recognized in current earnings. The impact of foreign currency contracts is primarily recognized in Selling, general and administrative expenses and the impact of interest rate swap contracts is recognized in Interest (income) expense, net.

Activity related to fair value hedges recorded during each period presented was as follows:



	2015									2014
	Foreign Currency Contracts			Interest Rate Swaps			Total			Foreign Currency Contracts			Interest Rate Swaps			Total
Notional Value at December 31,	$	573		$	1,250		$	1,823		$	1,163		$	1,438		$	2,601
Gain (loss) on derivatives	(3		)	(4		)	(7		)	3			(8		)	(5		)
Gain (loss) on hedged items	3			4			7			(3		)	8			5

Cash Flow Hedges

All of the Company’s commodity contracts and certain foreign currency forward contracts have been designated as cash flow hedges, for which the effective portion of the gain or loss is reported as a component of Other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Activity related to cash flow hedges recorded during each period presented was as follows:



	2015							2014
	Foreign Currency Contracts		Commodity Contracts			Total		Foreign Currency Contracts		Commodity Contracts		Total
Notional Value at December 31,	$	745	$	9		$	754	$	511	$	14	$	525
Gain (loss) recognized in OCI	19		(1		)	18		9		—		9
Gain (loss) reclassified into Cost of sales	17		(1		)	16		5		—		5

The net gain (loss) recognized in OCI for both foreign currency contracts and commodity contracts is expected to be recognized in Cost of sales within the next twelve months.

Net Investment Hedges

The Company has designated certain foreign currency forward and option contracts and certain foreign currency-denominated debt as net investment hedges, for which the gain or loss on the instrument is reported as a component of Currency translation adjustments within OCI, along with the offsetting gain or loss on the hedged items.

Activity related to net investment hedges recorded during each period presented was as follows:



	2015									2014
	Foreign Currency Contracts			Foreign Currency Debt			Total			Foreign Currency Contracts			Foreign Currency Debt			Total
Notional Value at December 31,	$	645		$	800		$	1,445		$	567		$	297		$	864
Gain (loss) on instruments	73			48			121			73			11			84
Gain (loss) on hedged items	(73		)	(48		)	(121		)	(73		)	(11		)	(84		)

Derivatives Not Designated as Hedging Instruments

Derivatives not designated as hedging instruments for each period consist of a cross-currency swap that serves as an economic hedge of a foreign currency deposit, for which the gain or loss on the instrument and the offsetting gain or loss on the hedged item are recognized in Other (income) expense, net for each period. Derivatives not designated as hedging instruments also include foreign currency contracts for which the gain or loss on the instrument is recognized in Other (income) expense, net for the twelve months ended December 31, 2015.

Activity related to these contracts during each period presented was as follows:



	2015					2014
	Foreign Currency Contracts		Cross-currency Swap			Foreign Currency Contracts		Cross-currency Swap
Notional Value at December 31,	$	—	$	102		$	—	$	102
Gain (loss) on instruments	7		4			—		5
Gain (loss) on hedged items	—		(4		)	—		(5		)

Other Financial Instruments

Other financial instruments are classified as Other current assets or Other assets.

Included in Other current assets at December 31, 2015 are marketable securities, which consist of bank deposits of $61 with original maturities greater than 90 days (Level 1 valuation) and the current portion of bonds issued by the Argentinian government in the amount of $41. The long-term portion of these bonds in the amount of $20 is included in Other assets.

Through its subsidiary in Argentina, the Company invested in U.S. dollar-linked devaluation-protected bonds issued by the Argentinian government. These bonds are considered held-to-maturity and are carried at amortized cost. As of December 31, 2015, the amortized cost of these bonds is $61, with an approximate fair value of $77.

At December 31, 2014, Other current assets included marketable securities, a fixed interest rate note receivable, investments in U.S. dollar-linked devaluation-protected bonds and bolivar-denominated fixed interest rate bonds held by CP Venezuela. Effective December 31, 2015, the Company began accounting for CP Venezuela using the cost method of accounting and as a result its Consolidated Balance Sheet as of December 31, 2015 no longer includes the assets and liabilities of CP Venezuela.

The following table presents a reconciliation of the Venezuelan bonds at fair value for the twelve months ended December 31:



	2015			2014
Beginning balance as of January 1	$	399		$	685
Unrealized gain (loss) on investment	(17		)	(341		)
Purchases and sales during the period	12			55
Venezuela accounting change	(394		)	—
Ending balance as of December 31	$	—		$	399

Unrealized loss on investment for the year ended December 31, 2015 consisted primarily of a loss in the amount of $50 primarily related to the remeasurement of the bolivar-denominated fixed interest rate bonds and the devaluation-protected bonds in Venezuela as a result of the effective devaluations in the second and third quarters of 2015. Unrealized loss on investment for the year ended December 31, 2014 consisted primarily of a loss in the amount of $324 related to the remeasurement of the bolivar-denominated fixed interest rate bonds and the devaluation-protected bonds in Venezuela as a result of the effective devaluations in the first and third quarters of 2014. For further information regarding Venezuela, refer to Note 14, Venezuela.